EXHIBIT (J)
CUSTODY AGREEMENT
THIS AGREEMENT is made as of November 2, 1989 between DREYFUS
STRATEGIC MUNICIPAL BOND FUND, INC. (the "Fund"), a Maryland corporation having
its principal office and place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), a
Massachusetts trust company having its principal place of business at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
That for and in consideration of the mutual premises and convenants
hereinafter set forth, the Fund and the Custodian agree as follows:
1. DEFINITIONS.
Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:
(a) "Charter" shall mean the Articles of Incorporation of the Fund
dated September 26, 1989 as now in effect and as the same may be
amended from time to time.
(b) "Authorized Person" shall be deemed to include the President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer
or Assistant Treasurer or any other person, whether or not any such
person is an officer or employee of the Fund, duly authorized by the
Board of Directors of the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund and listed in a certification in
the form annexed hereto as Appendix A or such other certification as
may be received by the Custodian from time to time.
(c) "Book-Entry System" shall mean the Federal Reserve/ Treasury
book-entry system for United States and federal agency securities, its
successor or successors and its nominee or nominees.
(d) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Securities Exchange Act of 1934, as amended,
its successor or successors and its nominee or nominees, in which the
Custodian is specifically authorized by the Fund's Board to make
deposits. The term "Depository" shall further mean and include any
other person to be named in Written Instructions authorized to act as
a depository under the 1940 Act, its successor or successors and its
nominee or nominees.
(e) "Money Market Securities" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the Government of the United States or agencies or
instrumentalities thereof, commercial paper, bank certificates of
deposit, bankers' acceptances and short-term corporate obligations,
where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale,
and repurchase and reverse repurchase agreements with respect to any
of the foregoing types of securities.
(f) "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from an Authorized Person or a person
reasonably believed by the Custodian to be an Authorized Person.
(g) "Prospectus" shall mean the Fund's current prospectus relating to
the registration of the Fund's Shares under the Securities Act of
1933, as amended.
(h) "Shares" refers to the Shares of Common Stock, $.001par value, as
may be issued by the Fund from time to time.
(i) "Security" or Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and
other securities and investments from time to time of the Fund,
including futures contracts and options on futures contracts.
(j) "Transfer Agent" shall mean the person which performs the transfer
agent, dividend disbursing agent and shareholder servicing agent
functions for the Fund.
(k) "Written Instructions" shall mean a written communication actually
received by the Custodian from an Authorized Person or from a person
reasonably believed by the Custodian to be an Authorized Person by
telex or facsimile machine or any other such system whereby the
receiver of such communication is able to verify through codes or
otherwise with a reasonable degree of certainty the authenticity of
the sender of such communication.
(l) he 111940 Act" refers to the Investment Company Act of 1940, and
the rules and regulations thereunder, all as amended from time to
time.
2. APPOINTMENT OF CUSTODIAN.
(a) The Fund hereby constitutes and appoints the Custodian as
custodian of all of the securities and monies at any time owned by or
in the possession of the Fund during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian for the
Fund and agrees to perform the duties hereof as hereinafter set forth.
3. COMPENSATION.
(a) The Fund will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Agreement dated November 2, 1989. Such Fee Agreement does not include
out-of-pocket disbursements of the Custodian for which the Custodian
shall be entitled to ▇▇▇▇ separately. Out-of-pocket disbursements
shall include, but shall not be limited to, the items specified in
Appendix C and incorporated herein, which Schedule may be modified by
the Custodian upon not less than thirty days' prior written notice to
the Fund.
(b) The Custodian will ▇▇▇▇ the Fund as soon as practicable after the
end of each calendar month, and said ▇▇▇▇▇▇▇▇ will be detailed in
accordance with the Schedule. The Fund will promptly pay to the
Custodian the amount of such billing.
4. CUSTODY OF CASH AND SECURITIES.
(a) RECEIPT AND HOLDING OF ASSETS. The Fund will deliver or cause to
be delivered to the Custodian all Securities and monies owned by it,
including cash received from the issuance of its Shares, at any time
during the period of this Agreement. The Custodian will not be
responsible for such Securities and monies until actually received by
it. The Fund shall instruct the Custodian from time to time in its
sole discretion, by means of Written Instructions, or in connection
with the purchase or sale of Money Market Securities, by means of Oral
Instructions or Written Instructions, as to the manner in which and in
what amounts Securities and monies of the Fund are to be deposited on
behalf of the Fund in the Book-Entry System or a Depository and
specifically allocated on the books of the Custodian to the Fund;
provided, however, that prior to the initial deposit of Securities of
the Fund in the Book Entry System or the Depository, the Custodian
shall have received Written Instructions specifically approving such
deposit by the Custodian in the Book-Entry System or a Depository.
(b) ACCOUNTS AND DISBURSEMENTS. The Custodian shall establish and
maintain a separate account for the Fund and shall credit to the
separate account of the Fund all monies received by it for the account
of such Fund and shall disburse the same only:
1. In payment for Securities purchased for the Fund, as provided
in Section 5 hereof;
2. For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments for the
account of the Fund: interest, taxes, management, accounting,
transfer agent and legal fees and operating expenses of the Fund
whether or not such expenses are, in whole or in part, to be
capitalized or treated as deferred expenses;
3. For payment of the amount of dividends received respect of
Securities sold short;
4. In payment of dividends or distributions with respect to the
Shares of the Fund, as provided in Section 7 hereof;
5. In payment of original issue or other taxes with respect to
the Shares of the Fund;
6. In payment for Shares which have been repurchased by the Fund,
in the open market or otherwise;
7. Pursuant to Written Instructions or, with respect to Money
Market Securities, oral Instructions or Written Instructions,
setting forth the name and address of the person to whom the
payment is to be made, the amount to be paid and the purpose for
which payment is to be made; or
8. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as
provided in Section 3(a) and Section 10(h) hereof.
(c) CONFIRMATION AND STATEMENTS. Promptly after the close of business
on each day, the Custodian shall furnish the Fund with confirmations
and a summary of all transfers to or from the account of the Fund
during said day. Where securities purchased by the Fund are in a
tangible bulk of securities registered in the name of the Custodian
(or its nominee) or shown on the Custodian's account on the books of
the Depository or the Book-Entry System, the Custodian shall by book
entry or otherwise identify the quantity of those securities belonging
to the Fund. At least monthly, the Custodian shall furnish the Fund
with a detailed statement of the Securities and monies held for the
Fund under this Agreement.
(d) REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION. All Securities
held for the Fund which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held for the
Fund may be registered in the name of the Fund, in the name of any
duly appointed registered nominee of the Custodian as the Custodian
may from time to time determine, or in the name of the Book-Entry
System or a Depository or their successor or successors, or their
nominee or nominees. The Fund reserves the right to instruct the
Custodian as to the method of registration and safekeeping of the
Securities of the Fund. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of its registered
nominee or in the name of the Book-Entry System or a Depository, any
securities which it may hold for the account of the Fund and which may
from time to time be registered in the name of the Fund. The Custodian
shall hold all such Securities which are not held in the Book-Entry
System or the Depository in a separate account for the Fund in the
name of the Fund physically segregated at all times from those of any
other person or persons.
(e) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES.
Unless otherwise instructed to the contrary by Written Instructions,
the Custodian by itself, or through the use of the Book-Entry System
or the Depository with respect to Securities therein deposited, shall
with respect to all Securities held for the Fund in accordance with
this Agreement:
1. Collect on a timely basis all income due or payable;
2. Present on a timely basis for payment and collect the amount
payable upon all Securities which may mature or be called,
redeemed or 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 any put bonds which are owned by
the Fund and held by the Custodian or its nominee, nor shall the
Custodian have any responsibility or liability to the Fund for
any loss by the Fund for any missed payment or other default
resulting therefrom; unless the Custodian received timely
notification from the Fund specifying the time, place and manner
for the presentment of 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;
3. Surrender Securities in temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in
effect; and
5. Hold directly, or through the Book-Entry System or a
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.
(f) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of
Written Instructions and not otherwise, except for subparagraphs 5, 6,
7, 8, 9, 10, 11 and 12 which may be effected by Oral or Written
Instructions, the Custodian, directly or through the use of the
Book-Entry System or a Depository, shall:
1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Written Instructions
proxies, consents, authorizations and any other instruments
whereby the authority of the Fund as owner of any Securities may
be exercised;
2. Deliver or cause to be delivered any Securities held for the
Fund in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for the
Fund to any protective committee, reorganization committee or
other person in connection with the reorganization, refinancing,
merger consolidation or recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement in the separate account for the Fund such certificates
of deposit, interim receipts or other instruments or documents as
may be issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of the Fund
and take such other steps as shall be stated in said Written
Instructions to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
5. Deliver Securities owned by the Fund upon sale of such
Securities for the account of the Fund pursuant to Section 5;
6. Deliver Securities owned by the Fund upon the receipt of
payment in connection with any repurchase agreement related to
such Securities entered into by the Fund;
7. Deliver Securities owned by the Fund to the issuer thereof or
its agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such
case the cash or other consideration is to be delivered to the
Custodian. Notwithstanding the foregoing, the Custodian shall
have no responsibility to the Fund for monitoring or ascertaining
any call, redemption or retirement dates with respect to any put
bonds which are owned by the Fund and held by the Custodian or
its nominee, nor shall the Custodian have any responsibility or
liability to the Fund for any loss by the Fund for any missed
payment or other default resulting therefrom unless the Custodian
received timely notification from the Fund specifying the time,
place and manner for the presentment of 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;
8. Deliver Securities owned by the Fund to the issuer thereof, or
its agent, for transfer into the name of the Fund or into the
name of any nominee or nominees of the Custodian or into the name
or nominee name of any agent appointed pursuant to Section 10(f)
or into the name or nominee name of any sub-custodian appointed
pursuant to Section 10(e); or for exchange for a different number
of bonds, certificates or other evidence representing the same
aggregate face amount or number of units; provided, however, that
in any such case, the new Securities are to be delivered to the
Custodian;
9. Deliver Securities owned by the Fund to the broker for
examination in accordance with "street delivery" custom;
10. Deliver Securities owned by the Fund 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. (the "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;
11. Deliver Securities owned by the Fund in accordance with the
provisions of any agreement among the Fund, the Custodian, and a
futures commission merchant registered under the Commodities
Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any Contract Market,
or any similar organization or organizations, regarding account
deposits in connection with transactions by the Fund;
12. Deliver Securities owned by the Fund for delivery in
connection with any loans of Securities made by the Fund but only
against receipt of adequate collateral as agreed upon from time
to time by the Custodian and the Fund which may be in the form of
cash or obligations issued by the United States government, its
agencies or instrumentalities;
13. Deliver Securities owned by the Fund for delivery as security
in connection with any borrowings by the, Fund requiring a pledge
of Fund assets, but only against receipt of amounts borrowed;
14. Deliver Securities owned by the Fund upon receipt of
instructions from the Fund for delivery to the Transfer Agent or
to the holders of Shares in connection with distributions in
kind, as may be described from time to time in the Fund's
Prospectus, in satisfaction of requests by holders of Shares for
redemption; and
15. Deliver Securities owned by the Fund for any other proper
business purpose, but only upon receipt of, in addition to
Written Instructions, a certified copy of a resolution of the
Board of Directors signed by an Authorized Person and certified
by the Secretary of the Fund specifying the Securities to be
delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper business
purpose, and naming the person or persons to whom delivery of
such Securities shall be made.
(g) ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for the account of
the Fund; provided, however, that the Custodian shall not be liable
for 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' interest in the Book-Entry System or the Depository.
5. PURCHASE AND SALE OF INVESTMENTS OF THE FUND.
(a) Promptly after each purchase of Securities for the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, Written
Instructions, and (ii) with respect to each purchase of Money Market
Securities, either Written Instructions or Oral Instructions, in
either case specifying with respect to each purchase: (1) the name of
the issuer and the title of the Securities; (2) the number of shares
or the principal amount purchased and accrued interest, if any; (3)
the date of purchase and settlement; (4) the purchase price per unit;
(5) the total amount payable upon such purchase; (6) the name of the
person from whom or the broker through whom the purchase was made, if
any; (7) whether or not such purchase is to be settled through the
Book-Entry System or the Depository; and (8) whether the Securities
purchased are to be deposited in the Book-Entry System or the
Depository. The Custodian shall receive the Securities purchased by or
for the Fund and upon receipt of such Securities shall pay out of the
monies held for the account of the Fund the total amount payable upon
such purchase, provided that the same conforms to the total amount
payable as set forth in such Written Instructions or Oral
Instructions.
(b) Promptly after each sale of Securities of the Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of Securities
which are not Money Market Securities, Written Instructions and (ii)
with respect to each sale of Money Market Securities, either Written
or Oral Instructions, in either case specifying with respect to such
sale: (1) the name of the issuer and the title of the Securities; (2)
the number of shares or principal amount sold, and accrued interest,
if any; (3) the date of sale; (4) the sale price per unit; (5) the
total amount payable to the Fund upon such sale; (6) the name of the
broker through whom or the person to whom the sale was made; and (7)
whether or not such sale is to be settled through the Book-Entry
System or the Depository. The Custodian shall deliver or cause to be
delivered the Securities to the broker or other person designated by
the Fund upon receipt of the total amount payable to the Fund upon
such sale, provided that the same conforms to the total amount payable
to the Fund as set forth in such Written or such Oral Instructions.
Subject to the foregoing, the Custodian may accept payment in such
form as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing among
dealers in securities.
6. LENDING OF SECURITIES.
(a) Within 24 hours after each loan of Securities by the Fund as
disclosed in its Prospectus, the Fund shall deliver or cause to be
delivered to the Custodian Written Instructions specifying with
respect to each such loan: (1) the name of the issuer and the title of
the Securities; (2) the number of shares or the principal amount
loaned; (3) the date of loan and delivery; (4) the total amount to be
delivered to the Custodian, including the amount of cash collateral
and the premium, if any, separately identified; (5) the name of the
broker, dealer or financial institution to which the loan was made;
and (6) whether the Securities loaned are to be delivered through the
Book-Entry System or the Depository.
(b) Promptly after each termination of a loan of Securities, the Fund
shall deliver to the Custodian Written Instructions specifying with
respect to each such loan termination and return of Securities: (1)
the name of the issuer and the title of the Securities to be returned;
(2) the number of shares or the principal amount to be returned; (3)
the date of termination; (4) the total amount to be delivered by the
Custodian (including the cash collateral for such Securities minus any
offsetting credits as described in said Written Instructions); (5) the
name of the broker, dealer or financial institution from which the
Securities will be returned; and (6) whether such return is to be
effected through the Book-Entry System or the Depository. The
Custodian shall receive all Securities returned from the broker,
dealer or financial institution to which such Securities were loaned
and upon receipt thereof shall pay, out of the monies held for the
account of the Fund, the total amount payable upon such return of
Securities as set forth in the Written Instructions. Securities
returned to the Custodian shall be held as they were prior to such
loan.
7. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
(a) The Fund shall furnish to the Custodian a copy of the resolution
of the Board of Directors of the Fund certified by the Secretary or an
Assistant Secretary (i) authorizing the declaration of dividends or
distributions with respect to the Fund on a specified periodic basis
and authorizing the Custodian to rely on oral or Written Instructions
specifying the date of the declaration of such dividend or
distribution, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined and the amount
payable per share to the shareholders of record as of the record date,
or (ii) setting forth the date of declaration of any dividend or
distribution by the Fund, the date of payment thereof, the record date
as of which shareholders entitled to payment shall be determined and
the amount payable per share to the shareholders of record as of the
record date.
(b) Prior to the payment date specified in such resolution, oral
Instructions, or Written Instructions, as the case may be, the Fund
shall deliver to the Custodian Oral Instructions or Written
Instructions specifying the total amount payable to the Transfer
Agent.
(c) Upon the payment date specified in such resolution, oral
Instructions, or Written Instructions, as the case may be, the
Custodian shall pay to the Transfer Agent out of monies specifically
allocated to and held for the account of the Fund the total amount
payable to the Transfer Agent.
8. INDEBTEDNESS.
(a) The Fund will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money using
securities as collateral for such borrowings, a notice or undertaking
in the form currently employed by any such bank setting forth the
amount which such bank will loan to the Fund against delivery of a
stated amount of collateral. The Fund shall promptly deliver to the
Custodian Written or Oral Instructions stating with respect to each
such borrowing: (1) the name of the bank;
(2) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed
by the Fund, or other loan agreement; (3) the time and date, if known,
on which the loan is to be entered into (the "borrowing date"); (4)
the date on which the loan becomes due and payable; (5) the total
amount payable to the Fund on the borrowing date; (6) the market value
of Securities to be delivered as collateral for such loan, including
the name of the issuer, the title and the number of shares or the
principal amount of any particular Securities; (7) whether the
Custodian is to deliver such collateral through the Book-Entry System
or the Depository; and (8) a statement that such loan is in
conformance with the 1940 Act and the Fund's Prospectus.
(b) Upon receipt of the Written or Oral Instructions referred to in
subparagraph (a) above, the Custodian shall deliver on the borrowing
date the specified collateral and the executed promissory note, if
any, against delivery by the lending bank of the total amount of the
loan payable, provided that the same conforms to the total amount
payable as set forth in the Written or Oral Instructions. The
Custodian may, at the option of the lending bank, keep such collateral
in its possession, but such collateral shall be subject to all rights
therein given the lending bank by virtue of any promissory note or
loan agreement. The Custodian shall deliver as additional collateral
in the manner directed by the Fund from time to time such Securities
as may be specified in Written or Oral Instructions to collateralize
further any transaction described in this Section 8. The Fund shall
cause all Securities released from collateral status to be returned
directly to the Custodian, and the Custodian shall receive from time
to time such return of collateral as may be tendered to it. In the
event that the Fund fails to specify in Written or Oral Instructions
all of the information required by this Section 8, the Custodian shall
not be under any obligation to deliver any Securities or to seek the
return of the collateral; provided, however, that the Custodian shall
promptly notify the Fund of any information required by this Section 8
and not specified in Written or Oral Instructions. Collateral returned
to the Custodian shall be held hereunder as it was prior to being used
as collateral.
9. PERSONS HAVING ACCESS TO ASSETS OF THE FUND.
(a) No Director, employee or agent of the Fund, and no officer,
director, employee or agent of the Fund's investment adviser, shall
have physical access to the assets of the Fund held by the Custodian
or be authorized or permitted to withdraw any investments of the Fund,
nor shall the Custodian deliver any assets of the Fund to any such
person. No officer, director, employee or agent of the Custodian who
holds any similar position with the Fund or its investment adviser
shall have access to the assets of the Fund.
(b) Nothing in this Section shall prohibit any officer, employee or
agent of the Fund, or any officer, director, employee or agent of the
Fund's investment adviser, from giving Oral Instructions or Written
Instructions to the Custodian or executing a certificate so long as it
does not result in delivery of or access to assets of the Fund as
prohibited by paragraph (a) of this Section.
10. CONCERNING THE CUSTODIAN.
(a) STANDARD OF CONDUCT. Except as otherwise provided herein, neither
the Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to act
or otherwise, except for any such loss or damage arising out of its
own negligence, bad faith or willful misconduct. The Custodian may,
with respect to questions of law, apply for and obtain the advice and
opinion of counsel to the Fund (at the expense of the Fund) or of its
own counsel and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss or
damage resulting from the use of the Book-Entry System or the
Depository arising by reason of any negligence, misfeasance or
misconduct on the part of the Custodian or any of its employees or
agents.
(b) LIMIT OF DUTIES. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into,
and shall not be liable for:
1. The validity of the issue of any Securities purchased by the
Fund, the legality of the purchase thereof, or the propriety of
the amount paid therefor;
2. The legality of the sale of any Securities by the Fund or the
propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
4. The legality of the repurchase of any Shares, or the propriety
of the amount to be paid therefor;
5. The legality of the declaration or payment of any dividend or
other distribution of the Fund; or
6. The legality of any borrowing for temporary or emergency
administrative purposes.
(c) AMOUNTS DUE FROM TRANSFER AGENT. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount due to the Fund from the Transfer Agent nor to take any action
to effect payment or distribution by the Transfer Agent of any amount
paid by the Custodian to the Transfer Agent in accordance with this
Agreement.
(d) COLLECTION WHERE PAYMENT REFUSED. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (a) it shall be directed to take such action by
Written Instructions and (b) it shall be assured to its satisfaction
of reimbursement of its costs and expenses in connection with any such
action.
(e) APPOINTMENT OF SUB-CUSTODIANS. The Custodian may appoint one or
more qualified institutions, including but not limited to banking
institutions, to act as Depository or Depositories or as Sub-Custodian
or Sub-Custodians of Securities and monies at any time owned by the
Fund, upon terms and conditions specified in a Board Resolution, the
terms of which have been mutually agreed upon from time to time by the
Custodian and the Fund. The Custodian shall use reasonable care in
selecting any such Depository and/or Sub-Custodian and shall oversee
the maintenance of any Securities or monies of the Fund by the
Sub-Custodian. In addition, the Custodian may from time to time
appoint one or more of the institutions listed in Exhibit A hereto, or
such other institutions as may hereafter be approved by vote of the
Directors of the Fund, as foreign sub-custodians for the Fund's
securities located outside the United States, provided that any such
institution shall constitute an "Eligible Foreign Custodian" within
the meaning of Rule 17f-5 under the 1940 Act.
The Custodian shall maintain such records as shall be necessary
to identify the assets of the Fund held by any foreign sub-custodians.
The Custodian shall furnish to the Fund such periodic reports as the
Fund shall reasonably request with respect to the assets of the Fund
held by each foreign sub-custodian, and shall furnish to the Fund such
notices of transfers of securities, deposits or other assets to or
from the Fund's account by any foreign sub-custodian as the Fund shall
request.
The Custodian shall advise the Fund promptly if it learns that
any foreign agent or sub-custodian no longer constitutes an "Eligible
Foreign Custodian" and of any failure by any foreign sub-custodian to
observe any material term of its appointment.
The Custodian may authorize one or more of the foreign
sub-custodians to use the facilities of one or more foreign central
securities depositories or clearing agencies listed in Exhibit D
hereto, or as may hereafter be approved by vote of the Directors of
the Fund; provided that any such organization shall constitute an
"Eligible Foreign Custodian".
In the event that any foreign sub-custodian fails to perform any
of its obligations under the terms of its appointment, the Custodian
shall use its best efforts to cause such foreign sub-custodian to
perform such obligations. At the written request of the Fund, the
Custodian shall use its best efforts to assert and collect any claim
for liability for any loss or damage incurred by the Fund arising out
of the failure of any such subcustodian to perform such obligations.
(f) APPOINTMENT OF AGENTS. The Custodian may at any time or times in
its discretion appoint, and may at any time remove, any other bank or
trust company which is itself qualified under the 1940 Act to act as a
custodian, as its agent to carry out such of the provisions of this
Agreement as the Custodian may from time to time direct.
(g) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Fund are such as may properly be
held by the Fund under the provisions of its Charter and the
Prospectus.
(h) PAYMENTS TO THE CUSTODIAN. The Custodian may charge against any
money held by it for the account of the Fund any expenses incurred by
the Custodian in the performance of its duties pursuant to this
Agreement with respect to the Fund. The Custodian shall also be
entitled to charge against any money of the Fund held by it 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.
(i) RELIANCE ON CERTIFICATES AND INSTRUCTIONS. The Custodian shall be
entitled to rely upon any certificate, notice or other instrument in
writing received by the Custodian and reasonably believed by the
Custodian to be genuine and to be signed by an Authorized Person. The
Custodian shall be entitled to rely upon any Written Instructions or
Oral Instructions actually received by the Custodian pursuant to the
applicable Sections of this Agreement and reasonably believed by the
Custodian to be genuine and to be given by an Authorized Person. The
Fund agrees to forward to the Custodian Written Instructions from an
Authorized Person confirming such Oral Instructions in such manner so
that such Written Instructions are received by the Custodian, whether
by hand delivery, telex or otherwise, by the close of business on the
same day that such Oral Instructions are given to the Custodian. The
Fund agrees that the fact that such confirming instructions are not
received by the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized
by the Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to the
Custodian hereunder concerning such transactions, provided such
instructions reasonably appear to have been received from a duly
Authorized Person.
11. RECORDS. The Custodian shall create and maintain all records
relating to its activities and obligations under this Agreement in
such a manner as will meet the obligations of the Fund under the 1940
Act, with particular attention to Section 31 thereof, Rules 31a-1 and
31a-2 thereunder, applicable federal and state tax laws and any law or
administrative rules or procedures which may be applicable to the
Fund. All such records shall be the property of the Fund and shall at
all times during regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the
Fund and employees and agents of the Securities and Exchange
Commission.
12. OPINION OF FUND'S INDEPENDENT ACCOUNTANTS. The Custodian shall
take all reasonable action as the Fund may from time to time request,
to obtain from year to year favorable opinions from the Fund's
independent accountants with respect to the activities hereunder in
connection with the preparation of Amendments to the Fund's
Registration Statement, and Form N-SAR or other annual reports to the
Securities and Exchange Commission, and with respect to any other
requirements of such Commission.
13. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS. The Custodian
shall provide the Fund with reports by independent public accountants
on the accounting system, internal accounting controls and procedures
for safeguarding Securities, including securities deposited and/or
maintained in a Depository or Book-Entry System, relating to the
services provided by the Custodian under this Agreement.
14. MISCELLANEOUS.
(a) Annexed hereto as Appendix A is a certification signed by the
Secretary or an Assistant Secretary of the Fund setting forth the
names and the signatures of the present Authorized Persons. The Fund
agrees to furnish to the Custodian a new certification in similar form
in the event that any such present Authorized Person ceases to be such
an Authorized Person or in the event that other or additional
Authorized Persons are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement upon Oral
Instructions or signatures of the present Authorized Persons as set
forth in the last delivered certification.
(b) Annexed hereto as Appendix B is a certification signed by the
Secretary or an Assistant Secretary of the Fund setting forth the
names and the signatures of the present officers of the Fund. The Fund
agrees to furnish to the Custodian a new certification in similar form
in the event any such present officer ceases to be an officer of the
Fund or in the event that other or additional officers are elected or
appointed. Until such new certification shall be received, the
Custodian shall be fully protected in acting under the provisions of
this Agreement upon the signature of the officer as set forth in the
last delivered certification.
(c) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently
given if addressed to the Custodian and mailed or delivered to it at
its offices at ▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, or at such other place as the Custodian may
from time to time designate in writing.
(d) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund, shall be sufficiently given
if addressed to the Fund and mailed or delivered to it at its offices
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Esq., or at such other place as the Fund may from time to
time designate in writing.
(e) This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same
formality as this Agreement.
(f) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian
without the written consent of the Fund authorized or approved by a
resolution of the Board of Directors of the Fund, and any attempted
assignment without such written consent shall be null and void.
(g) This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts.
(h) 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 agreement.
(i) The captions of this 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.
15. TERMINATION OF AGREEMENT
(a) This Agreement shall become effective on the date hereof and shall
remain in force unless terminated pursuant to the provisions of
sub-section (b) of this Section 15.
(b) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days, written notice, by vote of the holders of a
majority of the outstanding voting securities of the Fund, by vote of
a majority of the Board of Directors of the Fund, or by the Custodian.
In the event such notice is given by the Fund, it shall be accompanied
by a certified resolution of the Board of Directors of the Fund,
electing a successor custodian or custodians. In the event such notice
is given by the Custodian, the Fund shall, on or before the
termination date, deliver to the Custodian a certified resolution of
the Board of Directors of the Fund, designating a successor custodian
or custodians. In the absence of such designation, the Custodian may
designate a successor custodian which shall be qualified to so act
under the ▇▇▇▇ ▇▇▇. If the Fund fails to designate a successor
custodian, upon the delivery by the Custodian of all Securities and
monies then owned by the Fund to a successor custodian designated by
the Custodian, the Custodian shall thereby be relieved of all duties
and responsibilities pursuant to this Agreement.
(c) Upon the date set forth in such notice under this Section 15, this
Agreement shall terminate to the extent specified in such notice, and
the Custodian shall upon receipt of a notice of acceptance by the
successor custodian on that date deliver directly to the successor
custodian all Securities and monies then held by the Custodian, after
deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their duly authorized officers as of the date
first set forth above.
DREYFUS STRATEGIC MUNICIPAL
BOND FUND, INC.
By:
--------------------------------
BOSTON SAFE DEPOSIT AND TRUST
COMPANY
By:
--------------------------------
(b) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days' written notice, by vote of the holders of a
majority of the outstanding voting securities of the Fund, by vote of
a majority of the Board of Directors of the Fund, or by the Custodian.
In the event such notice is given by the Fund, it shall be accompanied
by a certified resolution of the Board of Directors of the Fund,
electing a successor custodian or custodians. In the event such notice
is given by the Custodian, the Fund shall, on or before the
termination date, deliver to the Custodian a certified resolution of
the Board of Directors of the Fund, designating a successor custodian
or custodians. In the absence of such designation, the Custodian may
designate a successor custodian which shall be qualified to so act
under the ▇▇▇▇ ▇▇▇. If the Fund fails to designate a successor
custodian, upon the delivery by the Custodian of all Securities and
monies then owned by the Fund to a successor custodian designated by
the Custodian, the Custodian shall thereby be relieved of all duties
and responsibilities pursuant to this Agreement.
(c) Upon the date set forth in such notice under this Section 15, this
Agreement shall terminate to the extent specified in such notice, and
the Custodian shall upon receipt of a notice of acceptance by the
successor custodian on that date deliver directly to the successor
custodian all Securities and monies then held by the Custodian, after
deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their duly authorized officers as of the date
first set forth above.
DREYFUS STRATEGIC MUNICIPAL
BOND FUND, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
BOSTON SAFE DEPOSIT AND TRUST
COMPANY
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------