FORM OF MUTUAL FUND CUSTODY AND SERVICES AGREEMENT MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
FORM OF MUTUAL FUND CUSTODY
AND
SERVICES AGREEMENT
SERVICES AGREEMENT
TABLE OF
CONTENTS
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SECTION
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PAGE
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DEFINITIONS
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1
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ARTICLE
I
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CUSTODY
PROVISIONS
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3
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1.
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Appointment
of Custodian
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3
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2.
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Custody
of Cash and Securities
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3
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3.
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Settlement
of Fund Transactions
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7
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4.
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Lending
of Securities
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8
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5.
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Persons
Having Access to Assets of the Fund
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8
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6.
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Standard
of Care; Limit of Custodial Responsibilities
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8
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7.
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Appointment
of Subcustodians
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10
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8.
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Overdraft
Facility and Security for Payment
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10
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9.
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Tax
Obligations
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10
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ARTICLE
II
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FOREIGN
CUSTODY MANAGER SERVICES
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11
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1.
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Delegation
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11
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2.
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Changes
to Appendix B
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11
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3.
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Reports
to Board
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11
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4.
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Monitoring
System
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11
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5.
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Standard
of Care; Indemnity
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12
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6.
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Use
of Securities Depositories
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12
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ARTICLE
III
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INFORMATION
SERVICES
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13
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1.
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Risk
Analysis
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13
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2.
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Monitoring
of Securities Depositories
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13
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3.
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Use
of Agents
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13
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4.
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Exercise
of Reasonable Care
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13
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5.
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Liabilities
and Warranties
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13
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ARTICLE
IV
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GENERAL
PROVISIONS
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13
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1.
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Compensation.
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13
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2.
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Insolvency
of Foreign Custodians
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14
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3.
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Liability
for Depositories
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14
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4.
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Damages
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14
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5.
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Liability
of the Fund
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14
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6.
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Force
Majeure
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14
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7.
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Termination
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14
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8.
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Books
and Records
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15
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9.
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Miscellaneous
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15
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APPENDIX
A
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List
of Authorized Persons
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▇▇
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▇▇▇▇▇▇▇▇
▇
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Selected
Countries
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21
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APPENDIX
C
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Self-Custody
Rider
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22
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MUTUAL FUND CUSTODY
AND
SERVICES
AGREEMENT
This
AGREEMENT is effective as of February 8, 2010, and is between DREYFUS DYNAMIC ALTERNATIVES FUND,
INC. (the "Fund"), a corporation organized under the laws of the State of
Maryland having its principal office and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and THE BANK OF NEW YORK MELLON
(the "Custodian"), a bank organized under the laws of the State of New York with
a place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
W I T N E S S E T
H:
WHEREAS, the Fund and the
Custodian desire to set forth their agreement with respect to the custody of the
Fund's Securities and cash and the processing of Securities
transactions;
WHEREAS, the Board desires to
delegate certain of its responsibilities for performing the services set forth
in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 to the Custodian as a
Foreign Custody Manager (as defined in Rule 17f-5);
WHEREAS, the Custodian agrees
to accept such delegation with respect to Assets, including those held by
Foreign Custodians in the Selected Countries; and
WHEREAS, the Custodian meets
the requirements of a Primary Custodian and agrees to perform the function of a
Primary Custodian under Rule 17f-7;
NOW THEREFORE, the Fund and
the Custodian agree as follows:
DEFINITIONS
The
following words and phrases, unless the context requires otherwise, shall have
the following meanings:
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1.
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"Act": the Investment
Company Act of 1940 and the Rules and Regulations thereunder, all as
amended from time to time.
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2.
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"Agreement": this
agreement and any amendments.
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3.
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"Assets": any of the
Fund's investments, including foreign currencies and investments for which
the primary market is outside the United States, and such cash and cash
equivalents as are reasonably necessary to effect the Fund's transactions
in such investments.
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4.
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"Authorized Person": any
person, whether or not any such person is an officer or employee of the
Fund, duly authorized by the Board to give Instructions on behalf of the
Fund, who is listed in the Certificate annexed hereto as Appendix A or
such other Certificate as may be received by the Custodian from time to
time.
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5.
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"Board": the Board of
Directors (or the body authorized to exercise authority similar to that of
the board of directors of a corporation) of the
Fund.
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6.
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"Book-Entry System": the
Federal Reserve/Treasury book-entry system for United States and federal
agency Securities, its successor or successors and its nominee or
nominees.
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7.
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"Business Day": each day
on which the Fund is required to determine its net asset value, and any
other day on which the Securities and Exchange Commission may require the
Fund to be open for business.
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8.
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"Certificate": 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 an Authorized
Person.
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9.
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"Country Risk": all
factors reasonably related to the systemic risk of holding assets in a
particular country including, but not limited to, such country's financial
infrastructure (including Securities Depositories), prevailing or
developing custody and settlement practices and laws applicable to the
safekeeping and recovery of Assets held in
custody.
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10.
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"Eligible Securities
Depository": the meaning of the term set forth in Rule
17f-7(b)(1).
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11.
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"Foreign Custodian": (a)
a banking institution or trust company incorporated or organized under the
laws of a country other than the United States, that is regulated as such
by the country's government or an agency of the country's government; (b)
a majority-owned direct or indirect subsidiary of a U.S. Bank or bank
holding company; or (c) any entity other than a Securities Depository with
respect to which exemptive or no-action relief has been granted by the
Securities and Exchange Commission to permit it to hold Assets of a
registered investment company. For the avoidance of doubt, the
term "Foreign Custodian" shall not include Euroclear, Clearstream, or any
other transnational system for the central handling of securities or
equivalent book-entries regardless of whether or not such entities or
their service providers are acting in a custodial capacity with respect to
Assets, Securities or other property of the
Fund.
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12.
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"Instructions":
directions and instructions to the Custodian from an Authorized Person in
writing by facsimile or electronic transmission subject to the Custodian's
practices or any other method specifically agreed upon, provided that the
Custodian may, in its discretion, accept oral directions and instructions
from an individual it reasonably believes to be an Authorized Person and
may require confirmation in
writing.
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13.
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"Primary Custodian": the
meaning set forth in Rule
17f-7(b)(2).
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14.
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"Prospectus": the Fund's
current prospectus and statement of additional information relating to the
registration of the Fund's Shares under the Securities Act of 1933, as
amended.
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15.
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"Risk Analysis": the
analysis required under Rule
17f-7(a)(1)(i)(A).
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16.
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"Rules 17f-4, 17f-5 and
17f-7": such Rules as promulgated under Section 17(f) of the Act,
as such rules (and any successor rules or regulations) may be
amended from time to time.
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17.
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"Security" or "Securities": bonds,
debentures, notes, stocks, shares, evidences of indebtedness, options,
futures, warrants and other securities, commodities, interests and
investments from time to time owned by the
Fund.
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18.
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"Securities Depository":
a system for the central handling of securities as defined in Rule
17f-4.
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19.
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"Selected Countries":
the jurisdictions listed on Appendix B as
such may be amended from time to time in accordance with Article
II.
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20.
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"Shares" shares of the
Fund, however designated.
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21.
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"Transfer Agent": the
person which performs the transfer agent functions for the
Fund.
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22.
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"U.S. Bank": the meaning
set forth in Rule 17f-5(a)(7).
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ARTICLE
I
CUSTODY
PROVISIONS
1. Appointment
of Custodian. The Board
appoints the Custodian, and the Custodian accepts such appointment, as custodian
of all the Securities and monies at the time owned by or in the possession of
the Fund during the period of this Agreement.
2. Custody of Cash and
Securities.
(a) Receipt and Holding of
Assets. The Fund will deliver or cause to be delivered
to the Custodian all Securities and monies owned by it at any time during the
period of this Agreement. The Custodian will not be responsible for
such Securities and monies until actually received. The Custodian
shall establish and maintain a separate account for the Fund and shall credit to
the separate account all Securities and monies so received. The Board
specifically authorizes the Custodian to hold Securities, Assets or other
property of the Fund with any domestic subcustodian, or Securities Depository;
and Foreign Custodians or Eligible Securities Depositories in the Selected
Countries as provided in Article II. Securities and monies of the
Fund deposited in a Securities Depository or Eligible Securities Depositories
will be reflected in an account or accounts which include only assets held by
the Custodian or a Foreign Custodian for its customers.
(b) Disbursements of Cash and
Delivery of Securities. The Custodian shall disburse cash or
deliver out Securities only for the purposes listed
below. Instructions must specify or evidence the purpose for which
any transaction is to be made and the Fund shall be solely responsible to assure
that Instructions are in accord with any limitations or restrictions applicable
to the Fund.
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(1)
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In
payment for Securities purchased for the Fund, upon receipt of such
Securities in accord with market
practice;
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(2)
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In
payment of dividends or distributions with respect to
Shares;
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(3)
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In
payment for Shares which have been redeemed by the
Fund;
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(4)
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In
payment of taxes;
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(5)
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When
Securities are called, redeemed, retired, or otherwise become
payable;
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(6)
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In
exchange for or upon conversion into other securities alone or other
securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or
readjustment;
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(7)
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Upon
conversion of Securities pursuant to their terms into other
securities;
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(8)
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Upon
exercise of subscription, purchase or other similar rights represented by
Securities;
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(9)
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For
the payment of interest, management or supervisory fees, distributions or
operating expenses;
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(10)
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In
payment of fees and in reimbursement of the expenses and liabilities of
the Custodian attributable to the
Fund;
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(11)
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In
connection with any borrowings by the Fund or short sales of securities
requiring a pledge of Securities, but only against receipt of amounts
borrowed;
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(12)
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In
connection with any loans, but only against receipt of adequate collateral
as specified in Instructions which shall reflect any restrictions
applicable to the Fund;
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(13)
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For
the purpose of redeeming Shares of the Fund and the delivery to, or the
crediting to the account of, the Custodian or the Fund's transfer agent,
net amounts payable with respect to such Shares to be
redeemed;
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(14)
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For
the purpose of redeeming in kind Shares of the Fund against delivery to
the Custodian or the Transfer Agent of such Shares to be so
redeemed;
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(15)
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For
delivery in accordance with the provisions of any agreement among the
Fund, the Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The National
Association of Securities Dealers, Inc. ("NASD"), relating to compliance
with the rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund. The Custodian will act only in
accordance with Instructions in the delivery of Securities to be held in
escrow and will have no responsibility or liability for any such
Securities which are not returned promptly when due other than to make
proper requests for such return;
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(16)
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For
spot or forward foreign exchange transactions to facilitate security
trading, receipt of income from Securities or related
transactions;
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(17)
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When
Securities are sold by the Fund, upon receipt of the total amount payable
to the Fund therefore, in accord with market
practice;
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(18)
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Upon
the termination of this Agreement;
and
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(19)
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Pursuant
to a Certificate setting forth the name and address of the person to whom
the payment is to be made, the account from which payment is to be made,
the amount to be paid and the purpose for which payment is to be made,
provided that in the event of disbursements pursuant to this paragraph 19
of Section 2(b), the Fund shall indemnify and hold the Custodian harmless
from any claims or losses arising out of such disbursements in reliance on
such Certificate.
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(c) Actions Which May be Taken
Without Instructions. Unless an Instruction to the contrary is
received, the Custodian shall:
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(1)
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Collect
all income due or payable, provided that the Custodian shall not be
responsible for the failure to receive payment of (or late payment of)
distributions or other payments with respect to Securities or other
property held in the account;
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(2)
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Present
for payment and collect the amount payable upon all Securities which may
mature or be called, redeemed, retired or otherwise become
payable. Notwithstanding the foregoing, the Custodian shall
have no responsibility to the Fund for monitoring or ascertaining any
call, redemption or retirement dates with respect to put bonds or similar
instruments which are owned by the Fund and held by the Custodian or its
nominees where such dates are not published in sources routinely used by
the Custodian. The Custodian shall have no responsibility or
liability to the Fund for any loss by the Fund for any missed payments or
other defaults resulting therefrom when information is not published in
sources routinely used by the Custodian, unless the Custodian received
timely notification from the Fund specifying the time, place and manner
for the presentment of any such put bond owned by the Fund and held by the
Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability for the accuracy or completeness of
any notification the Custodian may furnish to the Fund with respect to put
bonds or similar instruments;
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(3)
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Surrender
Securities in temporary form for definitive
Securities;
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(4)
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Hold
directly, or through a Securities Depository with respect to Securities
therein deposited, for the account of the Fund all rights and similar
Securities issued with respect to any Securities held by the Custodian
hereunder for the Fund;
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(5)
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Submit
or cause to be submitted to Fund or its investment advisor, as designated
by Fund, information actually received by the Custodian regarding
ownership rights pertaining to property held for the
Fund;
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(6)
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Deliver
or cause to be delivered any Securities held for the Fund in exchange for
other Securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
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(7)
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Deliver
Securities upon the receipt of payment in connection with any repurchase
agreement related to such Securities entered into by the
Fund;
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(8)
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Deliver
Securities owned by the Fund to the issuer thereof or its agent when such
Securities are called, redeemed, retired or otherwise become payable;
provided, however, that in any such case the cash or other consideration
is to be delivered to the Custodian. Notwithstanding the
foregoing, the Custodian shall have no responsibility to the Fund for
monitoring or ascertaining any call, redemption or retirement dates with
respect to put bonds or similar instruments which are owned by the Fund
and held by the Custodian or its nominee where such dates are not
published in sources routinely used by the Custodian. The
Custodian shall have no responsibility or liability to the Fund for any
loss by the Fund for any missed payment or other default resulting
therefrom when information is not published in sources routinely used by
the Custodian, unless the Custodian received timely notification from the
Fund specifying the time, place and manner for the presentment of any such
put bond owned by the Fund and held by the Custodian or its
nominee. The Custodian shall not be responsible and assumes no
liability to the Fund for the accuracy or completeness of any notification
the Custodian may furnish to the Fund with respect to put bonds or similar
investments;
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(9)
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Endorse
and collect all checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Fund;
and
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(10)
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Execute
any and all documents, agreements or other instruments as may be necessary
or desirable for the accomplishment of the purposes of this
Agreement.
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(d) Confirmation and
Statements. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a summary of all
transfers to or from the account of the Fund during the day. Where
securities purchased by the Fund are in a fungible bulk of securities registered
in the name of the Custodian (or its nominee) or shown in the Custodian's
account on the books of a Securities Depository, the Custodian shall by
book-entry or otherwise identify the quantity of those securities belonging to
the Fund. At least monthly, the Custodian shall furnish the Fund with
a detailed statement of the Securities and monies held for the Fund under this
Agreement.
(e) Registration of
Securities. The Custodian is authorized to hold all
Securities, Assets, or other property of the Fund in nominee name, in bearer
form or in book-entry form. The Custodian may register any
Securities, Assets or other property of the Fund in the name of the Fund, in the
name of the Custodian, any domestic subcustodian, or Foreign Custodian, in the
name of any duly appointed registered nominee of such entity, or in the name of
a Securities Depository or its successor or successors, or its 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
a Securities 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.
(f) Segregated
Accounts. Upon receipt of Instruction, the Custodian will,
from time to time establish segregated accounts on behalf of the Fund to hold
and deal with specified assets as shall be directed.
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3.
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Settlement
of Fund Transactions.
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(a) Customary
Practices. Settlement of transactions may be effected in
accordance with trading and processing practices customary in the jurisdiction
or market where the transaction occurs. The Fund acknowledges that
this may, in certain circumstances, require the delivery of cash or Securities
(or other property) without the concurrent receipt of Securities (or other
property) or cash. In such circumstances, the Custodian shall have no
responsibility for nonreceipt of payments (or late payment) or nondelivery of
Securities or other property (or late delivery) by the
counterparty.
(b) Contractual
Income. Unless the parties agree to the contrary, the
Custodian shall credit the Fund; in accordance with the Custodian's standard
operating procedure, with income and maturity proceeds on securities on
contractual payment date, net of any taxes, or upon actual
receipt. To the extent the Custodian credits income on contractual
payment date, the Custodian may reverse such accounting entries with back value
to the contractual payment date if the Custodian reasonably believes that such
amount will not be received.
(c) Contractual
Settlement. Unless the parties agree to the contrary, the
Custodian will attend to the settlement of securities transactions in accordance
with the Custodian's standard operating procedure, on the basis of either
contractual settlement date accounting or actual settlement date
accounting. To the extent the Custodian settles certain securities
transactions on the basis of contractual settlement date accounting, the
Custodian may reverse with back value to the contractual settlement date any
entry relating to such contractual settlement if the Custodian reasonably
believes that such amount will not be received.
4. Lending
of Securities.
The Custodian may lend the assets of the Fund in accordance with the
terms and conditions of a separate securities lending agreement.
5. Persons
Having Access to Assets of the Fund.
(a) No
trustee or agent of the Fund, and no officer, director, employee or agent of the
Fund's investment adviser, of any sub-investment adviser of the Fund, or of the
Fund's administrator, shall have physical access to the assets of the Fund held
by the Custodian or be authorized or permitted to withdraw any investments of
the Fund, nor shall the Custodian deliver any assets of the Fund to any such
person. No officer, director, employee or agent of the Custodian who
holds any similar position with the Fund's investment adviser, with any
sub-investment adviser of the Fund or with the Fund's administrator shall have
access to the assets of the Fund.
(b) Nothing
in this Section 5 shall prohibit any duly authorized officer, employee or agent
of the Fund, or any duly authorized officer, director, employee or agent of the
investment adviser, of any sub-investment adviser of the Fund or of the Fund's
administrator, from giving Instructions to the Custodian or executing a
Certificate so long as it does not result in delivery of or access to assets of
the Fund prohibited by paragraph (a) of this Section 5.
6. Standard
of Care; Limit of Custodial Responsibilities.
(a) Standard of Care. In
connection with its duties and responsibilities under this Article I, the
Custodian shall not be liable for any loss or damage, including counsel fees,
resulting from its action or omission to act or otherwise, except for any such
loss or damage arising out of the negligence or willful misconduct of the
Custodian, its employees, agents or domestic subcustodians. The
Custodian may, with respect to questions of law, apply for and obtain the advice
and opinion of counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything reasonably done or
omitted by it in conformity with such advice or opinion.
(b) Limit of
Duties. Without limiting the generality of the foregoing, the
Custodian shall be under no duty or obligation to inquire into, and shall not be
liable for:
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(1)
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The
acts or omissions of any agent appointed pursuant to Instructions of the
Fund or its investment advisor including, but not limited to, any
broker-dealer or other entity to hold any Securities or other property of
the Fund as collateral or otherwise pursuant to any investment
strategy;
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(2)
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The
validity of the issue of any Securities purchased by the Fund, the
legality of the purchase thereof, or the propriety of the amount paid
therefor;
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(3)
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The
legality of the sale of any Securities by the Fund or the propriety of the
amount for which the same are sold;
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(4)
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The
legality of the issue or sale of any Shares, or the sufficiency of the
amount to be received therefor;
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(5)
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The
legality of the redemption of any Shares, or the propriety of the amount
to be paid therefor;
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(6)
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The
legality of the declaration or payment of any distribution of the
Fund;
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(7)
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The
legality of any borrowing for temporary or emergency
purposes.
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(c) No Liability Until
Receipt. The Custodian shall not be liable for, or considered
to be the Custodian of, any money, whether or not represented by any check,
draft, or other instrument for the payment of money, received by it on behalf of
the Fund until the Custodian actually receives and collects such money, directly
or by the final crediting of the account representing the Fund's interest in the
Book- Entry System or Securities Depository.
(d) Amounts Due from Transfer
Agent. The Custodian shall not be required to effect
collection of any amount due to the Fund from the Transfer Agent nor be required
to cause payment or distribution by the Transfer Agent of any amount paid by the
Custodian to the Transfer Agent.
(e) Collection Where Payment
Refused. The Custodian shall not be required 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 it shall be directed to take such action and it
shall be assured to its satisfaction of reimbursement of its related costs and
expenses.
(f) No Duty to Ascertain
Authority. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time delivered to or held
by it for the Fund are such as may properly be held by the Fund under the
provisions of its governing instruments or Prospectus.
(g) Reliance
on Instructions. The Custodian shall be entitled to
rely upon any Certificate, Instruction, notice or other instrument in writing
received by the Custodian and reasonably believed by the Custodian to be genuine
and to be signed by an Authorized Person of the Fund. Where the Custodian is
issued Instructions orally, the Fund acknowledges that if written confirmation
is requested, the validity of the transactions or enforceability of the
transactions authorized by the Fund shall not be affected if such confirmation
is not received or is contrary to oral Instructions given. The Custodian shall
be under no duty to question any direction of an Authorized Person, to review
any property held in the Fund's account, to make any suggestions with respect to
the investment of the Assets in the Fund's account, or to evaluate or question
the performance of any Authorized Person. The Custodian shall not be
responsible or liable for any diminution of value of any Securities or other
property held by the Custodian, absent a breach of the Custodian's duties under
this Agreement.
7. Appointment
of Subcustodians. The Custodian is hereby authorized to
appoint one or more domestic subcustodians (which may be an affiliate of the
Custodian) to hold Securities and monies at any time owned by the
Fund. The Custodian is also hereby authorized when acting pursuant to
Instructions to: 1) place Assets with any Foreign Custodian located in a
jurisdiction which is not a Selected Country and with Euroclear, Clearstream, or
any other transnational depository; and 2) place Assets with a broker or other
agent as subcustodian in connection with futures, options, short selling or
other transactions. When acting pursuant to such Instructions, the
Custodian shall not be liable for the acts or omissions of any subcustodian so
appointed.
8. Overdraft
Facility and Security for Payment. In the event that the
Custodian receives Instructions to make payments or transfers of monies on
behalf of the Fund for which there would be, at the close of business on the
date of such payment or transfer, insufficient monies held by the Custodian on
behalf of the Fund, the Custodian may, in its sole discretion, provide an
overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the
completion of such payment or transfer. Any Overdraft provided
hereunder: (a) shall be payable on the next Business Day, unless otherwise
agreed by the Fund and the Custodian; and (b) shall accrue interest from the
date of the Overdraft to the date of payment in full by the Fund at a rate
agreed upon from time to time, by the Custodian and the Fund or, in the absence
of specific agreement, at such rate as charged to other customers of Custodian
under procedures uniformly applied. The Custodian and the Fund
acknowledge that the purpose of such Overdraft is to temporarily finance the
purchase of Securities for prompt delivery in accordance with the terms hereof,
to meet unanticipated or unusual redemptions, to allow the settlement of foreign
exchange contracts or to meet other
unanticipated Fund expenses. The Custodian shall promptly notify the
Fund (an "Overdraft Notice") of any Overdraft. To secure payment of
any Overdraft, the Fund hereby grants to the Custodian, to the fullest extent
permitted by law, a continuing security interest in and right of setoff against
the Securities and cash in the Fund's account from time to time in the full
amount of such Overdraft. Should the Fund fail to pay promptly any
amounts owed hereunder, the Custodian shall be entitled to use available cash in
the Fund's account and to liquidate Securities in the account as necessary to
meet the Fund's obligations under the Overdraft. In any such case,
and without limiting the foregoing, the Custodian shall be entitled to take such
other actions(s) or exercise such other options, powers and rights as the
Custodian now or hereafter has as a secured creditor under the Massachusetts
Uniform Commercial Code or any other applicable law.
9. Tax
Obligations. For purposes of this Agreement, "Tax
Obligations" shall mean taxes, withholding, certification and reporting
requirements, claims for exemptions or refund, interest, penalties, additions to
tax and other related expenses. To the extent that the Custodian has
received relevant and necessary information with respect to the Fund's account,
the Custodian shall perform the following services with respect to Tax
Obligations:
(a) the
Custodian shall file claims for exemptions or refunds with respect to withheld
foreign (non-U.S.) taxes in instances in which such claims are
appropriate;
(b) the
Custodian shall withhold appropriate amounts, as required by U.S. tax laws, with
respect to amounts received on behalf of nonresident aliens; and
(c) the
Custodian shall provide to the Fund or an Authorized Person such information
received by the Custodian which could, in the Custodian's reasonable belief,
assist the Fund or the Authorized Person in the submission of any reports or
returns with respect to Tax Obligations. The Fund shall inform the
Custodian in writing as to which party or parties shall receive information from
the Custodian.
The
Custodian shall provide such other services with respect to Tax Obligations,
including preparation and filing of tax returns and reports and payment of
amounts due (to the extent funded), as requested by the Fund and agreed to by
the Custodian in writing. The Custodian shall have no independent
obligation to determine the existence of any information with respect to, or the
extent of, any Tax Obligations now or hereafter imposed on the Fund or its
account by any taxing authority. Except as specifically provided
herein or agreed to in writing by the Custodian, the Custodian shall have no
obligations or liability with respect to Tax Obligations, including, without
limitation, any obligation to file or submit returns or reports with any taxing
authorities.
In making
payments to service providers pursuant to Instructions, the Fund acknowledges
that the Custodian is acting as a paying agent and not as the payor, for tax
information reporting and withholding purposes.
ARTICLE
II
FOREIGN CUSTODY MANAGER
SERVICES
1. Delegation. The Board
delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund's Foreign
Custody Manager for selecting, contracting with and monitoring Foreign
Custodians in Selected Countries set forth in Appendix B (except as noted
therein) in accordance with Rule 17f-5(c).
2. Changes
to Appendix B.
Appendix B may be amended from
time to time to add or delete
jurisdictions by written agreement signed by an Authorized Person of the Fund
and the Custodian, but the Custodian reserves the right to delete jurisdictions
upon reasonable notice to the Fund.
3. Reports
to Board. Custodian shall
provide written reports notifying the Board of the placement of Assets with a
particular Foreign Custodian. Such reports shall be provided to the Board
quarterly, except as otherwise agreed by the Custodian and the
Fund. The Custodian shall promptly notify the Board, in writing, of
any material change in Fund's foreign custody arrangements.
4. Monitoring
System. In each case in which the
Custodian has exercised delegated authority to place Assets with a Foreign
Custodian, the Custodian shall monitor the appropriateness of maintaining the
Assets with such Foreign Custodian, and the performance of the Foreign Custodian
under its contract with the Custodian, in accordance with Rule 17f-5(c)(3). The
Custodian will notify the Fund as soon as possible if an arrangement with a
Foreign Custodian no longer meets the requirements of Rule 17f-5, so that the
Fund may withdraw its Assets in accordance with Rule
17f-5(c)(3)(ii).
5. Standard
of Care; Indemnity. In exercising the
delegated authority under this Article of the Agreement, the Custodian agrees to
exercise reasonable care, prudence and diligence such as a person having
responsibility for the safekeeping of the Assets would exercise in like
circumstances. Contracts with Foreign Custodians shall comply with
Rule 17f-5(c)(2), and provide for reasonable care for Assets based on the
standards applicable to Foreign Custodians in the Selected
Country. In making this determination, the Custodian shall consider
the factors set forth in Rule 17f-5(c)(1). In addition, the Custodian
shall hold the Fund harmless from, and indemnify the Fund against, any loss,
action, claim, demand, expense and proceeding, including counsel fees, that
occurs as a result of the failure of any Foreign Custodian to exercise
reasonable care with respect to the safekeeping of Securities and monies of the
Fund. Notwithstanding the generality of the foregoing, however, the Custodian
shall not be liable for any losses resulting from Country Risk.
6. Use of
Securities Depositories. In exercising its delegated
authority, Custodian may assume, unless instructed in writing to the contrary,
that the Board or the Fund's investment adviser has determined, pursuant to Rule
17f-7, to place and maintain foreign assets with any Securities Depository as to
which the Custodian has provided the Fund with a Risk Analysis.
[Balance of Page
Intentionally Blank]
ARTICLE
III
Information
Services
1. Risk
Analysis. The Custodian will
provide the Fund with a Risk Analysis with respect to Securities Depositories
operating in the countries listed in Appendix B. If the Custodian is
unable to provide a Risk Analysis with respect to a particular Securities
Depository, it will notify the Fund. If a new Securities Depository
commences operation in one of the Appendix B countries, the Custodian will
provide the Fund with a Risk Analysis in a reasonably practicable time after
such Securities Depository becomes operational. If a new country is
added to Appendix B, the Custodian will provide the Fund with a Risk Analysis
with respect to each Securities Depository in that country within a reasonably
practicable time after the addition of the country to Appendix B.
2. Monitoring
of Securities Depositories. The Custodian will monitor, on a
continuing basis, the custody risks associated with maintaining assets with each
Securities Depository for which it has provided the Fund with a Risk Analysis,
as required under Rule 17f-7. The Custodian will promptly notify Fund or its
investment adviser of any material change in these risks, or if the custody
arrangements with a Securities Depository may no longer meet the requirements of
Rule 17f-7.
3. Use of
Agents. Subject to its standard
of care in Section 4, below,
The Custodian may employ agents, including, but not limited to Foreign
Custodians, to perform its responsibilities under Sections 1 and 2
above.
4. Exercise
of Reasonable Care. The Custodian will exercise reasonable
care, prudence, and diligence in performing its responsibilities under this
Article III. With respect to the Risk Analyses provided or monitoring
performed by an agent, the Custodian will exercise reasonable care in the
selection of such agent, and shall be entitled to rely upon information provided
by agents so selected in the performance of its duties and responsibilities
under this Article III, unless the Custodian knows or should have known such
information to be incorrect, incomplete or misleading.
5. Liabilities
and Warranties. While the Custodian will take reasonable
precautions to ensure that information provided is accurate, the Custodian shall
have no liability with respect to information provided to it by third parties,
unless the Custodian knows or should have known such information to be
incorrect, incomplete or misleading. Except as provided, due to the
nature and source of information, and the necessity of relying on various
information sources, most of which are external to the Custodian, the Custodian
shall have no liability for direct or indirect use of such
information.
ARTICLE
IV
GENERAL
PROVISIONS
1. Compensation.
(a) The
Fund will compensate the Custodian for its services rendered under this
Agreement in accordance with the fees, including out of pocket disbursements,
set forth in a separate Fee Schedule, which schedule may be modified by the
Custodian upon not less than sixty days prior written notice to the Fund. The
Custodian shall also be entitled to reimbursement from the Fund for the amount
of any loss, damage, liability or expense incurred with respect to the Fund,
including counsel fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement.
(b) The
Custodian will ▇▇▇▇ the Fund as soon as practicable after the end of each
calendar month. The Fund will promptly pay to the Custodian the
amount of such billing.
(c) If
not paid timely by the Fund, and unless otherwise reasonably disputed by the
Fund, the Custodian may charge against assets held on behalf of the Fund
compensation and any expenses incurred by the Custodian in the performance of
its duties pursuant to this Agreement.
2. Insolvency
of Foreign Custodians. The Custodian
shall be responsible for losses or damages suffered by the Fund arising as a
result of the insolvency of a Foreign Custodian only to the extent that the
Custodian failed to comply with the standard of care set forth in Article II
with respect to the selection and monitoring of such Foreign
Custodian.
3. Liability
for Depositories. The Custodian
shall not be responsible for any losses resulting from the deposit or
maintenance of Securities, Assets or other property of the Fund with a
Securities Depository. Nothing in this provision
shall preclude damages for a breach of duties under
Article III.
4. Damages. The Custodian
shall not be liable for any indirect, consequential or special damages with
respect to its role as Foreign Custody Manager, Custodian or information vendor,
except as may arise from its bad faith or willful misconduct in performing its
responsibilities hereunder.
5. Liability
of the Fund. The Fund and the
Custodian agree that the obligations of the Fund under this Agreement shall not
be binding upon any of the Directors, Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the Fund
individually, but are binding only upon the assets and property of the
Fund.
6. Force
Majeure. The Custodian
shall not be liable for any losses resulting from or caused by events or
circumstances beyond its reasonable control, including, but not limited to,
losses resulting from nationalization, strikes, expropriation, devaluation,
revaluation, confiscation, seizure, cancellation, destruction or similar action
by any governmental authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges affecting the
Fund's property; or the breakdown, failure or malfunction of any utilities or
telecommunications systems; or any order or regulation of any banking or
securities industry including changes in market rules and market conditions
affecting the execution or settlement of transactions; or acts of war,
terrorism, insurrection or revolution; or any other similar event.
7. Termination.
(a) Either
party may terminate this Agreement by giving the other party two hundred seventy
(270) days notice in writing, specifying the date of such
termination. In the event notice is given by the Fund, it shall be
accompanied by a Certificate evidencing the vote of the Fund's Board to
terminate this Agreement.
(b) The
Fund shall, on or before a specified termination date, deliver to the Custodian
a Certificate evidencing the vote of the Board designating a successor
custodian. In the absence of such designation, the Custodian may
designate a successor custodian, which shall be a person qualified to so act
under the Act, or the Fund. If both the Custodian and the Fund fail
to designate a successor custodian, the Fund shall, upon the date specified in
the notice of termination, and upon the delivery by the Custodian of all
Securities and monies then owned by the Fund, be deemed to be its own custodian
and the Custodian shall thereby be relieved of all duties
and responsibilities under this Agreement, other than the duty with
respect to Securities held in the Book-Entry System which cannot be delivered to
the Fund.
(c) Upon
termination of the Agreement, the Custodian shall, upon receipt of a notice of
acceptance by the successor custodian, deliver to the successor all Securities
and monies then held by the Custodian on behalf of the Fund, after deducting all
fees, expenses and other amounts owed which have not been reasonably
disputed.
(d) In
the event of a dispute following the termination of this Agreement, all relevant
provisions shall be deemed to continue to apply to the obligations and
liabilities of the parties with respect thereto.
8. Books and
Records. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property of the
Fund. (The Custodian may, however, to the extent required by law or
regulation retain copies of the same if the Fund requests the return of its
books and records.) Such books and records shall be prepared and
maintained as required by the Act, and other applicable securities laws, rules
and regulations. Such books and records shall be open to inspection
and audit at reasonable times by officers and auditors employed by the Fund at
its own expense and with prior written notice to the Custodian, and by the
appropriate employees of the Securities and Exchange Commission.
9. Miscellaneous.
(a) Appendix A is a
Certificate signed by the Secretary of the Fund setting forth the names and the
signatures of Authorized Persons. The Fund shall furnish a new
Certificate when the list of Authorized Persons is changed in any
way. Until a new certification is received, the Custodian shall be
fully protected in acting upon Instructions from Authorized Persons as set forth
in the last delivered Certificate.
(b) Any
required written notice or other instrument shall be sufficiently given if
addressed to the Custodian or the Fund as the case may be and delivered to it at
its offices at:
The
Custodian:
The Bank
of New York Mellon
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇▇▇▇▇▇▇
The
Fund:
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇▇▇▇▇▇▇
or at
such other place as the parties may from time to time designate to the other in
writing.
(c) This
Agreement may not be amended or modified except by a written agreement executed
by both parties.
(d) This
Agreement shall extend to and shall be binding upon the parties hereto, and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of the Fund
authorized or approved by a vote of the Board, provided, however, that the
Custodian may assign the Agreement or any function thereof to any corporation or
entity which directly or indirectly is controlled by, or is under common control
with, the Custodian and any other attempted assignment without written consent
shall be null and void.
(e) Nothing
in this Agreement shall give or be construed to give or confer upon any third
party any rights hereunder.
(f) The
Custodian represents that it is a U.S. Bank within the meaning of paragraph
(a)(7) of Rule 17f-5.
(g) The
Fund acknowledges and agrees that, except as expressly set forth in this
Agreement, the Fund is solely responsible to assure that the maintenance of the
Fund's Securities and cash hereunder complies with applicable laws and
regulations, including without limitation the Act and the rules and regulations
promulgated thereunder and applicable interpretations thereof or exemptions
therefrom. The Fund represents that it has determined that it is
reasonable to rely on the Custodian to perform the responsibilities delegated
pursuant to this Agreement.
(h) This
Agreement shall be construed in accordance with the laws of The Commonwealth of
Pennsylvania.
(i) The
captions of the Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect.
(j) Each
party represents to the other that it has all necessary power and authority, and
has obtained any consent or approval necessary, to permit it to enter into and
perform this Agreement and that this Agreement does not violate, give rise to a
default or right of termination under or otherwise conflict with, any applicable
law, regulation, ruling, decree or other governmental authorization or any
contract to which it is a party or by which any of its assets is
bound.
(k) This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only
one instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective representatives duly authorized as of the day and year first
above written.
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By:
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Name:
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Title:
|
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THE
BANK OF NEW YORK MELLON
|
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By:
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Name:
|
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Title:
|
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APPENDIX
A
AUTHORIZED
SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT
FOR PORTFOLIO SECURITIES
TRANSACTIONS
I. Cash
Account
|
Group
I
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Group
II
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▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇
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||
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1.
|
Fees
payable to The Bank of New York Mellon pursuant to written agreement with
the Fund for services rendered in its capacity as Custodian or agent of
the Fund, or to Dreyfus Transfer, Inc. in its capacity as Transfer Agent
or agent of the Fund:
|
Two (2) signatures required, one of
which must be from Group II, except that no individual shall be authorized to
sign more than once.
|
2.
|
Other
expenses of the Fund, $5,000 and
under:
|
Any combination of two (2) signatures
from either Group I or Group II, or both such Groups, except that no individual
shall be authorized to sign more than once.
|
3.
|
Other
expenses of the Fund, over $5,000:
|
Two (2) signatures required, one of
which must be from Group II, except that no individual shall be authorized to
sign more than once.
II. Custodian Account for
Portfolio Securities Transactions
|
|
1.
|
Portfolio
securities transactions and portfolio position-related transactions
(including, e.g., corporate actions) requiring simultaneous receipt of
cash or securities of equivalent
value:
|
|
|
Two
(2) signatures* required from any of the
following:
|
For all
Funds: ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
For Funds
for which ▇▇▇▇▇▇▇▇ Mellon Asset Management, LLC is the primary employer of the
portfolio managers: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, Terrace ▇▇▇▇▇▇▇, ▇▇▇▇▇ Traverse, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Mananno, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Brain ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇
▇▇▇▇▇
|
|
2.
|
Other
portfolio securities transactions or portfolio position-related
transactions:
|
Two (2)
signatures required from any of the following:
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
|
______________________
|
*Or
any one individual via electronic transmission.
AUTHORIZED
SIGNATORIES
CUSTODIAN ACCOUNT FOR
PAYMENT OF BLUE SKY FEES
|
1.
|
The
Custodian shall be authorized to draw from the Fund's custodial account,
upon request by the Dreyfus Legal Department and only upon compliance with
these procedures for payment of state blue sky fees for the purpose of,
including but not limited to, state notification or registration,
exemption, amendment and filing
fees.
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|
2.
|
The
Dreyfus Legal Department shall prepare a Wire Transfer Authorization Form
addressed to the Custodian that includes an attached invoice containing
the following information: the name of the Fund, the Fund's internal code
number, the amount to be funded, the state and type of filing, and the
appropriate general ledger account.
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|
3.
|
Each
Wire Transfer Authorization Form must be signed by two (2) of the
following authorized Blue Sky
Administrators:
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APPENDIX
B
Selected
Countries
|
Argentina
|
Malaysia
|
|
Australia
|
Malta
|
|
Austria
|
Mauritius
|
|
Bahrain
|
Mexico
|
|
Bandladesh
|
Morocco
|
|
Belgium
|
Namibia
|
|
Bermuda
|
Netherlands
|
|
Botswana
|
New
Zealand
|
|
Brazil
|
Nigeria
|
|
Bulgaria
|
Norway
|
|
Canada
|
Oman
|
|
Cayman
Islands
|
Pakistan
|
|
Channel
Islands
|
Palestinian
|
|
Chile
Banco Itau
|
Peru
|
|
China
Shanghai
|
Philippines
|
|
China
Shenzhen
|
Poland
|
|
Colombia
|
Portugal
|
|
Croatia
|
Qatar
|
|
Czech
Republic
|
Romania
|
|
Cyprus
|
Russia
|
|
Denmark
|
Saudi
Arabia
|
|
Ecuador
|
Serbia
|
|
Egypt
|
Singapore
|
|
Estonia
|
Slovak
Republic
|
|
Finland
|
Slovenia
|
|
France
|
South
Africa
|
|
Germany
|
South
Korea
|
|
Ghana
|
Spain
|
|
Greece
|
Sri
Lanka
|
|
Hong
Kong
|
Swaziland
|
|
Hungary
|
Sweden
|
|
Iceland
|
Switzerland
|
|
India
|
Taiwan
|
|
Indonesia
|
Thailand
|
|
Ireland
|
Tunisia
|
|
Israel
|
Turkey
|
|
Italy
|
Uganda
|
|
Japan
|
Ukraine
|
|
Jordan
|
United
Arab Emirate
|
|
Kazakhstan
|
United
Kingdom
|
|
Kenya
|
Uruguay
|
|
Kuwait
|
Venezuela
|
|
Latvia
|
Vietnam
|
|
Lebanon
|
Zambia
|
|
Lithuania
|
Zimbabwe
|
APPENDIX
C
SELF CUSTODY
RIDER
Notwithstanding
any other provisions of this Agreement to the contrary, the following provisions
shall apply to this Agreement as being subject to Rule 17f-2 under the
Act.
|
1.
|
Physical Separations
of Securities. Except as permitted by Rule 17f-2 or Rule
17f-4, the Custodian shall hold all Securities deposited with it
physically segregated at all times from those of any other
person.
|
|
2.
|
Access to
Securities. Except as otherwise provided by law, no
person shall be authorized or permitted to have access to the Securities
deposited with the Custodian except pursuant to a Board
resolution. Each such resolution shall designate not more than
five persons who shall be either officers or responsible employees of the
Fund and shall provide that access to such investments shall be had only
by two or more such persons jointly, at least one of whom shall be an
officer; except that access to such investments shall be permitted (1) to
properly authorized officers and employees of the Custodian and (2) to the
Fund's independent public accountant jointly with any two persons so
designated or with such officer or employee of the
Custodian.
|
|
3.
|
Deposits and
Withdrawals. Each person when depositing such securities
or similar investments in or withdrawing them from a Securities Depository
or when ordering their withdrawal and delivery from the safekeeping of the
Custodian, shall comply with the requirements of Rule
17f-2(e).
|
|
4.
|
Examination. The
Fund shall comply with the requirements of Rule 17f-2(f) with regard to
examinations by an independent public
accountant.
|
Acknowledged:
|
The
Bank of New York Mellon
|