SUB-CUSTODIAN AGREEMENT
SUB-CUSTODIAN AGREEMENT, made as of this 29th
day of July, 1986, among FIRST INTERSTATE BANK OF
CALIFORNIA, a corporation organized and existing under
the laws of the State of California, having its
principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (hereinafter called
"FIB"), THE BANK OF NEW YORK, a corporation organized
and existing under the laws of the State of New York,
having its principal office and place of business at ▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (hereinafter called the
"Custodian"), and DREYFUS TREASURY CASH MANAGEMENT, a
Massachusetts business trust registered as an investment
company under the Investment Company Act of 1940, as
amended, having its principal office and place of
business at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
(hereinafter called the "Fund").
W I T N E S S E T H
WHEREAS, the Custodian has been appointed and
acts as the custodian of the securities and cash of the
Fund;
WHEREAS, the Fund desires to provide
additional opportunities for investors to purchase
shares of beneficial interest of the Fund and accrue
dividends on the date of purchase;
WHEREAS, the Fund desires the Custodian to
appoint FIB as its sub-custodian in order to provide
such opportunities;
WHEREAS, the Custodian agrees to appoint FIB
as its sub-custodian to receive and hold a portion of
the securities and moneys owned from time to time by the
Fund and to perform other services as provided herein;
and
WHEREAS, FIB agrees to act as sub-custodian as
herein set forth;
NOW, THEREFORE, the Custodian, FIB, and the
Fund, on behalf of themselves and their respective
successors and assigns, hereby agree as follows:
I.
APPOINTMENT OF SUB-CUSTODIAN
1. The Custodian hereby constitutes and
appoints FIB as sub-custodian of such securities and
moneys as may from time to time be received by FIB in
connection with sales of shares of the Fund, delivered
to FIB by the Custodian, received by FIB in connection
with the purchase or sale of securities by the Fund, or
received with respect to securities of the Fund held by
FIB hereunder.
2. FIB hereby accepts appointment as such
sub- custodian and agrees to perform the duties thereof
as hereinafter set forth.
II.
CUSTODY OF CASH AND SECURITIES
1. The Custodian will deliver or cause to be
delivered to FIB from time to time certain of the
securities and monies owned by the Fund. FIB will not
be responsible for such Securities and such monies or
for any other monies or securities to be held hereunder
until actually received by it. The Custodian shall
instruct FIB from time to time in its sole discretion,
by means of a certificate, notice or written instruction
signed in the Custodian's name by an officer thereof as
to the manner in which and in what amounts such
securities and moneys are to be deposited on behalf of
the Fund in the Book-Entry System (such term as used
throughout this Sub-custodian Agreement being defined in
Article VIII) and, specifically allocated on the books
of FIB to the separate account for the Fund provided,
however, that in connection with the purchase or sale of
securities the Fund shall instruct FIB by means of the
oral instructions of an authorized person (such term as
used throughout this Subcustodian Agreement being
defined in Article VIII) as to the manner in which and
in what amount such securities and moneys are to be
deposited on behalf of the Fund in the Book-Entry
System; and provided further, however, that prior to any
deposit of securities of the Fund in the Book-Entry
System, including a deposit in connection with the
settlement of a purchase or sale, FIB shall have
received a certified resolution of the Fund's Board of
Trustees specifically approving, authorizing and
instructing FIB 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. Securities and moneys of the
Fund deposited in the Book-Entry System will be
represented in accounts which include only assets held
by FIB for customers, including but not limited to
accounts in which FIB acts in a fiduciary or
representative capacity.
2. FIB shall establish and maintain a
separate account in the name of the Fund and credit
thereto all moneys received for the account of the Fund.
Moneys credited to the separate account for the Fund
shall be disbursed by FIB only:
(a) In payment for Securities purchased
for the Fund, as provided in Article III hereof;
(b) In payment for the redemption of
shares of the Fund, as provided in Article IV hereof; or
(c) Pursuant to certificates, notices or
Written Instructions of the Custodian, signed in its
name by an officer, setting forth the name and address
of the person to whom payment is to be made (which may
be the Custodian), the amount to be paid, and the
purpose for which payment is to be made.
3. On each business day FIB shall furnish
the Custodian with a written statement (i) summarizing
all transactions and entries for the account of the Fund
effected the immediately preceding business day, and
(ii) confirming any purchase or sale of securities on
such preceding business day. At least monthly and from
time to time FIB shall render to the Custodian a
de-tailed statement of the securities and monies held
for the fund under this Agreement. In connection with
any purchase or sale of securities, FIB shall 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 FIB (or its
nominee) or shown on FIB's account on the books of the
Book-Entry System.
4. All securities held by FIB 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 FIB 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 FIB, as FIB may from time to time determine,
or in the name of the Book-Entry System or its nominee
or nominees. The Custodian agrees to furnish to FIB
appropriate instruments to enable FIB 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 any securities which may be held for
the Fund and which may from time to time be registered
in the name of the Fund. FIB shall hold all such
securities which are specifically allocated to the Fund
and not held in the Book-Entry System in a separate
account in the name of the Fund physically segregated at
all times from those of any other person or persons.
5. Unless otherwise instructed to the
contrary by a certificate signed in the name of the
Custodian by an officer, FIB by itself or through the
use of the Book-Entry System shall with respect to all
securities held for the Fund in accordance with this
Agreement:
(a) Collect all income due or payable;
(b) Present for payment and collect the
amount payable upon all securities which may mature or
be called, redeemed, or retired, or otherwise become
payable;
(c) Surrender securities in temporary
form for definitive securities;
(d) Execute, as sub-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
(e) Receive and hold directly or through
the Book-Entry System hereunder for the account of the
Fund all stock dividends, rights and similar securities
issued with respect to any securities held by FIB
hereunder.
6. Upon receipt of a certificate signed in
the name of the Custodian by an officer, and not
otherwise, FIB directly or through the use of the
Book-Entry System or the Depository shall:
(a) Execute and deliver to such person
as may be designated in such certificate proxies,
consents, authorizations, and any other instruments
whereby the authority of the Fund as the beneficiary
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, and receive and hold hereunder any cash or
other securities received in exchange;
(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 deposits, interim receipts or other
instruments or documents as may be issued 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 certificate to be for the
purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Deliver any securities held for the
Fund to the Custodian.
III.
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of
securities by the Fund for which the Fund intends FIB to
act as sub-custodian, an authorized person of the Fund
shall, prior to 1:00 pm., Pacific Coast Time, give oral
instructions to FIB specifying with respect to each such
purchase: (a) the name of the issuer and 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, (g) whether
such purchase is to be settled through the Book-Entry
System, and (h) whether the securities purchased are to
be deposited in the Book-Entry System. FIB shall upon
receipt of securities purchased by or for the Fund pay
out of the moneys held for the account the total amount
payable upon such purchase, provided that the same
conforms to the total amount payable specified in the
oral instructions. Purchases directed to be placed by
FIB shall be made through its Bond Department.
2. Promptly after each sale of Securities
held by FIB as sub-custodian for the Fund, an authorized
person of the Fund shall, prior to 1:00 p.m., Pacific
Coast Time, give oral instructions to FIB specifying
with respect to each such sale; (a) the name of the
issuer and title of the securities, (b) the number of
shares or the principal amount sold, and accrued
interest, if any, (c) the dates of sale and settlement,
(d) the sale price per unit, (e) the total amount
payable to the Fund upon such sale, (f) the name of the
person to whom or the broker through whom the sale was
made, and (g) whether such sale is to be settled through
the Book-Entry System. FIB 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 specified in such oral
instructions. Subject to the foregoing, FIB shall
accept payment in Federal Funds or in such other form,
if any, as may be specified in such oral instructions,
and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in
securities. Sales directed to be purchased by FIB shall
be made through its Bond Department.
IV.
SALE AND REDEMPTION OF SHARES OF BENEFICIAL INTEREST
1. FIB shall accept Federal Funds wired to
it by an investor for the purchase of shares of the Fund
if, but only if, such wire is received by FIB prior to
4:00 p.m., Pacific Coast Time, and specifies: (a) the
name in which such shares are to be registered and (b)
the account number of such registered owner, if
previously assigned, or the address of such registered
owner if no account number has been previously assigned.
FIB shall credit Federal Funds accepted in accordance
with this paragraph prior to 12:00 noon, Pacific Coast
Time, to the separate account maintained in the name of
the Fund. Funds accepted on or after 12:00 noon,
Pacific Coast Time, will be credited to the Fund's
designated demand deposit account and will be credited
to a separate account in the name of the Fund on the
next business day prior to 12:00 noon, Pacific Coast
Time. If so requested by the investor, FIB will by
telephone or return wire confirm the receipt of Federal
Funds to the investor.
2. FIB shall accept written instructions
given on behalf of the Dreyfus Service Corporation
("Service"), the distributor of shares of the Fund and
its principal underwriter, by an authorized person
directing the redemption of shares of the Fund if, but
only if, such written instructions are received by FIB
prior to its regular close of business and specify: (a)
the name of the registered owner of the shares to be
redeemed, (b) the dollar value of shares to be redeemed,
or that all the shares in the account are to be
redeemed, and (c) the name, address, and institutional
account number to which payment for such shares is to be
wired.
3. Federal Funds in an amount equal to the
dollar value of shares specified in written instructions
received pursuant to the preceding paragraph shall be
wired to the institutional account number specified in
such written instructions as follows:
(a) On the same day such written
instructions were received by FIB provided such written
instructions were received by FIB prior to 12:00 noon,
Pacific Coast Time, or
(b) In all other cases on the
immediately succeeding business day prior to 12:00 noon,
Pacific Coast Time.
4. Except to the extent provided in this
Article, FIB shall not be obligated or authorized to
act, and shall not act, in response to any request or
instructions for the purchase or redemption of shares of
the Fund.
V.
DAILY REPORTS BY SUB-CUSTODIAN
1. Between 8:15 a.m. and 1:00 p.m., Pacific
Coast Time, or as soon as possible thereafter on each
business day FIB shall by telecopier or other similar
device:
(a) Transmit to the Custodian copies of
all wires received by FIB from investors and written
instructions received by FIB from Service before 12:00
noon, Pacific Coast Time, on such day in connection with
the purchase or sale of shares of the Fund after
indicating thereon the date and Pacific Coast Time of
receipt, and
(b) Advise the Custodian of (i) the
aggregate dollar amount of Federal Funds wired to and
accepted by FIB prior to 12:00 noon, Pacific Coast Time,
on such day, (ii) the aggregate dollar amount of Federal
Funds wired or to be wired by FIB to investors on such
business day in accordance with the written instructions
of Service directing the redemption of shares of the
Fund received prior to 12:00 noon, Pacific Coast Time,
on such day, and, (iii) the aggregate dollar amount of
Federal Funds wired to and accepted by FIB subsequent to
12:00 noon, Pacific Coast Time, on the immediately
preceding business day.
2. Between 12:00 noon and 12:30 p.m.,
Pacific Coast Time, on each business day FIB shall
orally advise the Fund of: (i) the aggregate dollar
amount of Federal Funds wired to and accepted by FIB
prior to 12:00 noon, Pacific Coast Time, on such day,
and (ii) the aggregate dollar amount of Federal Funds
wired or to be wired to investors on such business day
by FIB in connection with the redemption of shares of
the Fund in accordance with the provisions of Article
IV.
3. Between 1:00 p.m. and 1:30 p.m., Pacific
Coast Time, on each business day FIB shall by means of a
telecopier or other similar device:
(a) Confirm to the Custodian each
purchase of securities by the Fund settled by FIB on
such day for which FIB is acting as sub-custodian,
specifying (i) the name of the issuer and title of the
securities, (ii) the number of shares or the principal
amount purchased and accrued interest, if any, (iii) the
purchase price per unit, and (iv) the total amount paid
upon such purchase; and
(b) Confirm to the Custodian each sale
by the Fund of securities settled by FIB as
sub-custodian specifying (i) the name of the issuer and
the title of the securities, (ii) the number of shares
or the principal amount sold, and accrued interest, if
any, (iii) the sale price per unit, and (iv) the total
amount paid to FIB upon such sale.
4. Between 8:15 am. and 1:00 p.m., Pacific
Coast Time, on each business day FIB shall by telecopier
or other similar device transmit to the Custodian, after
indicating thereon the date and Pacific Coast Time of
receipt, copies of (i) wires received by FIB from
investors subsequent to 12:00 noon, Pacific Coast Time,
on the immediately preceding business day and (ii)
written instructions received by FIB from Service
subsequent to 12:00 noon, Pacific Coast Time, on the
immediately preceding business day in connection with
the purchase or sale of shares of the Fund.
VI.
OVERDRAFTS OR INDEBTEDNESS
1. If FIB should in its sole discretion
advance funds on behalf of the Fund which results in an
overdraft because the moneys held by FIB in a separate
account in the name of the Fund shall be insufficient to
pay the total amount payable upon purchase of securities
as set forth in Oral Instructions issued pursuant to
Article III or which results in
an overdraft in the account for some other reasons, or
if the Fund is for any other reason indebted to FIB,
such overdraft or indebtedness shall be deemed to be a
loan made by FIB 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 1/2% over FIB's prime commercial
lending rate in effect from time to time, such rate to
be adjusted on the effective date of any change in such
prime commercial lending rate but in no event to be less
than 6% per annum. Any such overdraft or indebtedness
shall be reduced by an amount equal to the total of all
amounts due the separate account in the name of the Fund
which have not been collected by FIB on behalf of such
separate account when due because of the failure of FIB
to make a timely demand or presentation for payment. In
addition thereto the Fund hereby agrees that FIB 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 FIB's possession or control or in possession
or control of any third party acting in FIB's behalf.
The Fund authorizes FIB, 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 FIB's books.
VII.
CONCERNING THE CUSTODIAN AND SUB-CUSTODIAN
1. The Custodian, its successors and
assigns, shall at all times fully indemnify and save
harmless FIB, its successors and assigns, from any and
all liability whatsoever which may arise in connection
with this Agreement, except for any liability arising
out of the negligence, bad faith or willful misconduct
of FIB or its agents, officers, servants or employees.
Except as hereinafter provided, FIB, its successors and
assigns, shall at all times fully indemnify and save
harmless the Custodian, its successors and assigns, from
any liability arising out of the negligence, bad faith
or willful misconduct of FIB or its agents, officers,
servants, or employees. FIB may, with respect to
questions of law, apply for and obtain the advice and
opinion of counsel to the Custodian or of its own
counsel, initially at the expense of the Custodian, and
shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such
advice or opinion. FIB shall be liable to the Custodian
for any loss or damage resulting from the use of the
Book-Entry System arising by reason of any negligence,
misfeasance or misconduct on the part of FIB or any of
its employees or agents.
2. Without limiting the generality of the
foregoing, FIB shall be under no obligation to inquire
into, and shall not be liable for:
(a) The validity of the issue of any
securities purchased by or for the Fund, the legality of
the purchase thereof, or the propriety of the amount
paid therefor;
(b) The legality of the sale of any
securities by or for the Fund, or the propriety of the
amount for which the same are sold;
(c) The legality of the issue or sale of
any shares of the Fund, or the sufficiency of the amount
to be received therefor; or
(d) The legality of the redemption of
any shares of the Fund, or the propriety of the amount
to be paid therefor.
3. FIB shall not be liable for, or
considered to be the sub-custodian of, any money,
whether or not represented by check, draft, or other
instrument for the payment of money, until FIB 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.
4. FIB 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
signed in the name of the Custodian by any officer, and
(ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection
with any such action.
5. FIB 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 may properly be held by the Fund under
the provisions of its Declaration of Trust.
6. FIB shall be entitled to receive and the
Custodian agrees to pay to FIB, such compensation and
expenses as may be agreed upon from time to time between
FIB and the Custodian. The Fund agrees to reimburse the
Custodian for compensation hereunder paid to, and
expenses hereunder paid to or borne by the Custodian on
behalf of, FIB. FIB may charge such compensation and
any expenses incurred by it in the performance of its
duties pursuant to such agreement against any money held
by it for the account of the Fund if but only if the
Custodian has failed to pay by the 30th day of any month
the amount specified in a detailed statement received
from FIB not later than the 20th day of such month
setting forth charges with respect to the immediately
preceding month. FIB shall also be entitled to charge
against any money held by it for the account for 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 if but only if the same is not promptly paid
by the Custodian upon delivery to the Custodian of a
detailed statement.
7. FIB shall be entitled to rely upon (i)
any certificate, written instruction, notice or other
instrument in writing received by it and reasonably
believed by it to be genuine and to be signed in the
Custodian's name by an officer thereof; (ii) any written
instructions given in the name of Service by an
authorized person, or any wire from an investor pursuant
to Article IV hereof; and (iii) any oral instructions
received by FIB pursuant to Article III hereof with
regard to the purchase or sale of securities and
reasonably believed by FIB to be genuine and given by an
authorized person of the Fund. The Fund agrees to
forward to FIB a certificate or facsimile thereof,
signed on behalf of the Fund by two authorized persons,
confirming oral instructions or written instructions in
such manner so that such certificate is received by FIB,
whether by hand delivery, telecopier or other similar
device, or otherwise, by the close of business on the
same day such oral instructions or written instructions
are given. The Fund agrees that the fact that such
confirming certificate is not so received by FIB shall
in no way affect the validity or enforceability of the
transactions hereby authorized by the Fund. The Fund
agrees that FIB shall incur no liability to the Fund in
acting upon oral instructions or written instructions
given to FIB hereunder concerning such transactions
provided such instructions reasonably appear to have
been received from an authorized person.
8. The books and records of FIB shall be
open to inspection and audited at reasonable times by
officers and auditors employed by the Custodian and/or
the Fund. FIB shall provide the fund and the Custodian
with any report obtained by it on the system of internal
accounting control of the Book-Entry System and with
such reports on its own system of internal accounting
control as the Fund and/or Custodian may reasonably
request from time to time.
9. The Fund, its successors and assigns,
shall at all times fully indemnify and save harmless the
Custodian, its successors and assigns, from any
liability or expense whatsoever, including attorney's
fees, which may arise in connection with this Agreement,
except for the failure of the Custodian to perform the
things to be done by it under this Agreement, and except
to the extent the Custodian is indemnified by FIB
pursuant to this Agreement. The Custodian may, with
respect to questions of law, apply for and obtain the
advice and opinion of counsel to the Fund or of its own
counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it
in good faith in conformity with such advice or opinion.
10. Without limiting the generality of the
foregoing, the Custodian shall be entitled to rely on
the validity, accuracy, and genuineness of (i) wires and
written instructions of which copies are transmitted to
the Custodian by FIB, and such copies; (ii) oral advices
received from FIB and (iii) telecopier or similar
communications received from FIB confirming purchases
and sales of securities by the Fund.
11. The Fund shall forward to the Custodian
copies of each certificate or facsimile thereof signed
on behalf of the Fund by two authorized persons,
confirming oral instructions or written instructions
given by the Fund pursuant to this Agreement in such
manner so that each such confirming certificate is
received by the Custodian, whether by hand delivery,
telecopier or other similar device, or otherwise, by the
close of business of the same day that such oral
instructions or written instructions are given. The
Fund agrees that the fact that such confirming
certificate is not so received by the Custodian shall in
no way affect the validity or enforceability of the
transactions hereby authorized by the Fund.
VIII.
TERMINATION
1. Any of the parties hereto may terminate
this Agreement by giving to the other parties a notice
in writing specifying the date of such termination,
which shall not be less than 90 days after the date of
giving of such notice. Any such notice given by the
Custodian may but need not be accompanied by a copy of a
written direction from an officer of the Custodian
designating a successor Custodian, or a successor
sub-custodian, as the case may be, which shall be a bank
or trust company organized and existing under the laws
of the United States or one of the several states having
not less than $2,000,000 surplus and undivided profits.
In the event such notice is given by FIB, the Custodian
may, on or before the termination date, deliver to FIB a
written direction from an officer of the Custodian
designating a successor sub-custodian.
2. On the date set forth in such notice this
Agreement shall terminate, and FIB shall in the event it
receives a notice of acceptance by a successor
sub-custodian, deliver directly to the successor
sub-custodian all securities and moneys then owned by
the Fund and held by FIB hereunder. In the event FIB
does not receive a notice of acceptance by a successor
subcustodian, FIB shall, on the date specified in the
notice given under the preceding paragraph, deliver
directly to the Custodian all securities and monies then
owned by the Fund and held by FIB hereunder. Prior to
making any such delivery, FIB may deduct all fees,
expenses and other amounts for which it shall then be
entitled to payment or reimbursement.
IX.
MISCELLANEOUS
Whenever used in this Agreement, the following
words and phrases, unless the context otherwise
requires, shall have the following meanings:
1. The term "certificate" shall mean any
notice, instruction or other instrument in writing,
authorized or required by this Agreement to be given to
FIB which is signed by any officer on behalf of the
Custodian.
2. The term "officer" shall be deemed to
include the President, any Vice President, the
Secretary, the Treasurer, the Comptroller, any Assistant
Vice President, any Assistant Treasurer, any Assistant
Secretary, or any Assistant Comptroller or any other
person or persons duly authorized by the Board of
Directors to execute any certificate, instruction,
notice or other instrument on behalf of the Custodian
and named in an Appendix A to this Agreement as
hereinafter provided.
3. Annexed hereto as Appendix A is a
certificate signed by two of the present officers of the
Custodian under its seal, setting forth the names and
signatures of the present officers of the Custodian.
The Custodian agrees to furnish to FIB a new certificate
similar in form in the event any present officer ceases
to be an officer, or in the event that other or
additional officers are elected or appointed. Until
such new certificate shall be received, FIB shall be
fully protected in acting under the provisions of this
Agreement upon the signatures of the officers set forth
in the last delivered certificate.
4. The term "authorized person" shall be
deemed to include the Treasurer, the Comptroller, or any
other persons, whether or not any such person is an
officer or employee of the Fund, Service or FIB, as the
case may be, duly authorized by the Board of the Fund,
Service or FIB, as the case may be, to execute any
certificate, written instruction, notice or other
instrument or to deliver oral instructions or written
instructions hereunder on behalf of the Fund, Service or
FIB, as the case may be, and named from time to time in
Appendix B, Appendix C and Appendix D respectively, to
this Agreement as hereinafter provided. Annexed hereto
as Appendix B, Appendix C and Appendix D are
certificates signed by two of the present officers of
the Fund, Service and FIB, respectively, under their
respective seals, setting forth the names and signatures
of the present authorized persons. The Custodian agrees
to furnish to FIB new certificates similar in form as
the same are received from the Fund or Service, as the
case may be, in the event that any such present
authorized person ceases to be an authorized person or
in the event that other or additional persons are
elected or appointed. Until such new certificates shall
be received, FIB shall be fully protected in acting
under provisions of this Agreement upon oral
instructions or signatures of the present authorized
persons set forth in the last delivered certificate.
5. The term "oral instructions" shall mean
verbal communications actually received by the Custodian
from an authorized person or from a person reasonably
believed by the Custodian to be an authorized person.
6. The term "written instructions" shall
mean written communications by telecopier 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.
7. The term "Book-Entry System" shall mean
the Federal Reserve/Treasury book-entry system for
United States and Federal agency securities, its
successor or successors and nominee or nominees.
8. Any wire, telecopier communication,
statement, written instruction, notice or other
instrument in writing, authorized or required by this
Agreement to be given to the Custodian, FIB, Service, or
the Fund, as the case may be, shall be sufficiently
given if directed as follows: to the Custodian at its
office at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, or at such other place as the Custodian may from
time to time designate; to FIB at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ or such other place as FIB may
from time to time designate; to Service at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or such other place as
Service may from time to time designate; and to the Fund
at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or such
other place as the Fund may from time to time designate.
9. This Agreement may not be amended or
modified in any manner except by a written agreement
executed by all of the parties hereto with the same
formality as this Agreement.
10. This Agreement shall be construed in
accordance with the laws of the State of New York.
11. 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
obligation of this Agreement shall be binding upon the
assets and property of the Fund and shall not be binding
upon any Trustee, officer or shareholder of the Fund
individually.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their respective
officers, thereunto duly authorized and their seals to
be hereunto affixed, as of the day herein first above
written.
THE BANK OF NEW YORK
By:_____________________________
Attest:
___________________________
FIRST INTERSTATE BANK OF
CALIFORNIA
By:______________________________
Attest:
___________________________
DREYFUS TREASURY CASH
MANAGEMENT
By:______________________________
Attest:
___________________________