EXHIBIT 8
THE DREYFUS/LAUREL FUNDS TRUST
(formerly The Laurel Funds Trust and prior thereto
The Boston Company Funds Trust)
CUSTODY AGREEMENT
AGREEMENT dated as of April 4, 1994, as amended November 1, 1995, between
THE DREYFUS/LAUREL FUNDS TRUST (formerly The Laurel Funds Trust and prior
thereto, The Boston Company Funds Trust), a business trust organized under the
laws of The Commonwealth of Massachusetts having its principal office and place
of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Fund"), and MELLON
BANK, N.A., a national banking association with its principal place of business
at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Custodian").
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set forth, the
Fund and the Custodian agree as follows:
1. DEFINITIONS.
Whenever used in this Agreement or in any Schedules or Appendices to this
Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
(a) "Authorized Persons" shall be deemed to include the Chairman of the
Board of Trustees, the President, and any Vice President, the Secretary, the
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 Trustees of the Fund to
give Oral Instructions and Written Instructions on behalf of the Fund and listed
in the certification annexed hereto as Appendix A or such other certification as
may be received by the Custodian from time to time.
(b) "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.
(c) "Certificate" shall mean any notice, instruction or other instrument
in writing, authorized or required by this Agreement to be given to the
Custodian, which is actually received by the Custodian and signed on behalf of
the Fund by any two Authorized Persons or any two officers thereof.
(d) Master Trust Agreement shall mean the Master Trust Agreement of the
Fund, as the same may be amended from time to time.
(e) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission under
Section 17(a) of the Securities Exchange Act of 1934, as amended, its successor
or successors and its nominee or nominees, in which the Custodian is hereby
specifically authorized to make deposits. The term "Depository" shall further
mean and include any other person to be named in a Certificate authorized to act
as a depository under the 1940 Act, its successor or successors and its nominee
or nominees.
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(f) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and principal
by the Government of the United States or agencies or instrumentalities thereof,
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.
(g) "Oral Instructions" shall mean verbal instructions actually received
by the Custodian from a person reasonably believed by the Custodian to be an
Authorized Person.
(h) "Prospectus" shall mean the Fund's current prospectus(es) and
statement of additional information relating to the distribution of the Fund's
shares under the Securities Act of 1933, as amended.
(i) "Shares" refers to shares of beneficial interest, $.001 per value
per share, of the Fund.
(j) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodities interests and investments from time to time owned by the
Fund.
(k) "Transfer Agent" shall mean the person which performs as the transfer
agent, dividend disbursing agent and shareholder servicing agent functions for
the Fund.
(l) "Written Instructions" shall mean a written communication actually
received by the Custodian from a person reasonably believed by the Custodian to
be an Authorized Person by any system 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.
(m) The "1940 Act" refers to the Investment Company Act of 1940, and the
Rules and Regulations thereunder, all as amended from time to time.
2. APPOINTMENT OF CUSTODIAN.
(a) The Fund hereby constitutes and appoints the Custodian as custodian of
all the Securities and monies at the time owned by or in the possession of the
Fund during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and agrees
to perform the duties thereof as hereinafter set forth.
3. COMPENSATION.
The Custodian will be deemed to be compensated for the performance of its
obligations hereunder by the payment by the Fund of investment management fees
to The Dreyfus Corporation, as investment manager, pursuant to an Investment
Management Agreement between the Fund and Mellon Bank, N.A., dated April 4, 1994
as transferred to The Dreyfus Corporation pursuant to the Assignment and
Assumption of Investment Management Agreement, dated October 17, 1994.
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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 the Fund 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 are to be deposited on behalf of the Fund in the
Book-Entry System or the Depository; provided, however, that prior to the
deposit of Securities of the Fund in the Book-Entry System or the Depository,
including a deposit in connection with the settlement of a purchase or sale, the
Custodian shall have received a Certificate specifically approving such deposits
by the Custodian in the Book-Entry System or the Depository. Securities and
monies of the Fund deposited in the Book-Entry System or the Depository will be
represented in accounts which include only assets held by the Custodian for
customers, including but not limited to accounts which the Custodian acts in a
fiduciary or representative capacity.
(b) ACCOUNTS AND DISBURSEMENTS. The Custodian shall establish and maintain
a separate account for the Fund and shall credit to the separate account all
monies received by it for the account of the Fund and shall disburse the same
only:
1. In payment for Securities purchased for the Fund, as
provided in Section 5 hereof;
2. In payment of dividends or distributions with respect to
the Shares of the Fund, as provided in Section 7 hereof;
3. In payment of original issue or other taxes with respect to
the Shares of the Fund, as provided in Section 8 hereof;
4. In payment for Shares which have been redeemed by the Fund,
as provided in Section 8 hereof;
5. Pursuant to 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
6. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as
provided in Section 3 and section 12(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 fungible bulk of securities registered
in the name of the Custodian (or its nominee) or shown on the Custodian's
account on the books of the Depository or the Book-Entry System, the Custodian
shall by book entry or otherwise identify the quantity of those securities
belonging to the Fund. At least monthly, the Custodian shall furnish the Fund
with a detailed statement of the Securities and monies held for the Fund under
this Agreement.
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(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 the Depository or their successor or successors, or
their nominee or nominees. The Fund reserves the right to instruct the Custodian
as to the method of registration and safekeeping of the Securities. The Fund
agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of the Book-Entry System or the
Depository, any Securities which it may hold for the account of the Fund and
which may from time to time be registered in the name of the Fund. The Custodian
shall hold all such Securities specifically allocated to the Fund which are not
held in the Book-Entry System or the Depository in a separate account for the
Fund in the name of the Fund physically segregated at all times from those of
any other person or persons.
(e) SEGREGATED ACCOUNTS. Upon receipt of a Written Instruction the
Custodian will establish segregated accounts on behalf of the Fund to hold
liquid or other assets as it shall be directed by a Written Instruction and
shall increase or decrease the assets in such Segregated Accounts only as it
shall be directed by subsequent Written Instruction.
(f) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES. Unless
otherwise instructed to the contrary by a Written Instruction, the Custodian by
itself, or through the use of the Book-Entry System or the Depository with
respect to Securities therein deposited, shall with respect to all Securities
held for the Fund in accordance with this Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed 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 put bonds
which are owned by the Fund and held by the Custodian or
its nominees. Nor shall the Custodian have any
responsibility or liability to the Fund for any loss by the
Fund for any missed payments or other defaults resulting
therefrom; unless the Custodian received timely
notification from the Fund specifying the time, place and
manner for the presentment of any such put bond owned by
the Fund and held by the Custodian or its nominee. The
Custodian shall not be responsible and assumes no liability
to the Fund for the accuracy or completeness of any
notification the Custodian may furnish to the Fund with
respect to put bonds;
3. Surrender Securities and temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter
in effect; and
5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for
the account of the Fund all rights and similar Securities
issued with respect to any Securities held by the Custodian
hereunder for the Fund.
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(g) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of a
Written Instruction and not otherwise, except for subparagraphs 5, 6, 7 and 8 of
this section 4(g) which may be effected by Oral or Written Instructions, the
Custodian, directly or through the use of the Book-Entry System or the
Depository, shall:
1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such 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 capitalization 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 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 upon sale of such Securities for the
account of the Fund pursuant to Section 5;
6. Deliver Securities 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 the 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;
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8. Deliver Securities for delivery in connection with any loans
of securities made by the Fund but only against receipt of
adequate collateral as agreed upon from time to time by the
Custodian and the Fund which may be in the form of cash or
obligations issued by the United States government, its
agencies or instrumentalities;
9. Deliver Securities for delivery as security in connection
with any borrowings by the Fund requiring a pledge of Fund
assets, but only against receipt of amounts borrowed;
10. Deliver Securities upon receipt of Written 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 repurchase
or redemption;
11. Deliver Securities as collateral in connection with short
sales by the Fund of common stock for which the Fund owns the
stock or owns preferred stocks or debt securities convertible
or exchangeable, without payment or further consideration,
into shares of the common stock sold short;
12. Deliver Securities for any purpose expressly permitted by
and in accordance with procedures described in the Fund's
Prospectus; and
13. Deliver Securities for any other proper business purpose,
but only upon receipt of, in addition to Written
Instructions, a certified copy of a resolution of the Board
of Trustees signed by an Authorized Person and certified by
the Secretary of the Fund, specifying the Securities to be
delivered, setting forth the purpose for which such
delivery is to be made, declaring such purpose to be a
proper business purpose, and naming the person or persons
to whom delivery of such Securities shall be made.
(h) ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders for the
payment of money received by the Custodian for the account of the Fund.
5. PURCHASE AND SALE OF INVESTMENTS OF THE FUND.
(a) Promptly after each purchase of Securities for the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of Securities
which are not Money Market Securities, a Written Instruction, and (ii) with
respect to each purchase of Money Market Securities, either a Written
Instruction or Oral Instruction, in either case specifying with respect to each
purchase: (1) the name of the issuer and the title of the Securities; (2) the
number of shares or the principal amount purchased and accrued interest, if any;
(3) the date of purchase and settlement; (4) the purchase price per unit; (5)
the total amount payable upon such purchase; (6) the name of the person from
whom or the broker through whom the purchase was made, if any; (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 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 or Oral Instruction.
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(b) Promptly after each sale of Securities of the Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of Securities which are
not Money Market Securities, a Written Instruction, and (ii) with respect to
each sale of Money Market Securities, either Written Instructions 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
Oral instruction. Subject to the foregoing, the Custodian may accept payment in
such form as shall be satisfactory to it, and may deliver Securities and arrange
for payment in accordance with the customs prevailing among dealers in
Securities.
6. LENDING OF SECURITIES.
If the Fund is permitted by the terms of the Master Trust Agreement and as
disclosed in its Prospectus to lend Securities, within 24 hours after each loan
of Securities, the Fund shall deliver to the Custodian a Written Instruction
specifying with respect to each such loan: (a) the name of the issuer and the
title of the Securities; (b) the number of shares or the principal amount
loaned; (c) the date of loan and delivery; (d) the total amount to be delivered
to the Custodian, and specifically allocated against the loan of the Securities,
including the amount of cash collateral and the premium, if any, separately
identified; (e) the name of the broker, dealer or financial institution to which
the loan was made; and (f) whether the Securities loaned are to be delivered
through the Book-Entry System or the Depository.
Promptly after each termination of a loan of Securities, the Fund shall
deliver to the Custodian a Written Instruction specifying with respect to each
such loan termination and return of Securities: (a) the name of the issuer and
the title of the Securities to be returned; (b) the number of shares or the
principal amount to be returned; (c) the date of termination; (d) the total
amount to be delivered by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said Written
Instruction); (e) the name of the broker, dealer or financial institution from
which the Securities will be returned; and (f) 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 the
total amount payable upon such return of Securities as set forth in the Written
Instruction. 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 the vote of the Board of
Trustees of the Fund certified by the Secretary (i) authorizing the declaration
of distributions on a specified periodic basis and authorizing the Custodian to
rely on Oral or Written Instructions specifying the date of the declaration of
such distribution, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
Share to the shareholders of record as of the record date and the total amount
payable to the Transfer Agent on the payment date, or (ii) setting forth the
date of declaration of any distribution by the Fund, the date of payment
thereof, the record date as of which shareholders entitled to payment shall be
determined, the amount payable per share to the shareholders of record as of the
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record date and the total amount payable to the Transfer Agent on the payment
date.
(b) Upon the payment date specified in such vote, Oral Instructions, or
Written Instructions, as the case may be, the Custodian shall pay out the total
amount payable to the Transfer Agent of the Fund.
8. SALE AND REDEMPTION OF SHARES OF THE FUND.
(a) Whenever the Fund shall sell any Shares, the Fund shall deliver or
cause to be delivered to the Custodian a Written Instruction duly specifying:
1. The number of Shares sold, trade date, and price; and
2. The amount of money to be received by the Custodian for the
sale of such Shares.
The Custodian understands and agrees that Written Instructions may be
furnished subsequent to the purchase of Shares and that the information
contained therein will be derived from the sales of Shares as reported to the
Fund by the Transfer Agent.
(b) Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the separate account of the Fund.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 8, the Custodian shall pay all original issue or
other taxes required to be paid in connection with such issuance upon the
receipt of a Written Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever Any Shares are redeemed, the
Fund shall cause the Transfer Agent to promptly furnish to the Custodian Written
Instructions, specifying:
1. The number of Shares redeemed; and
2. The amount to be paid for the Shares redeemed.
The Custodian further understands that the information contained in such
Written Instructions will be derived from the redemption of Shares as reported
to the Fund by the Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting forth the
number of Shares received by the Transfer Agent for redemption and that such
Shares are valid and in good form for redemption, the Custodian shall make
payment to the Transfer Agent of the total amount specified in a Written
Instruction issued pursuant to paragraph (d) of this Section 8.
(f) Notwithstanding the above provisions regarding the redemption of
Shares, whenever such Shares are redeemed pursuant to any check redemption
privilege which may from time to time be offered by the Fund, the Custodian,
unless otherwise instructed by a Written Instruction shall, upon receipt of
advice from the Fund or its agent stating that the redemption is in good form
for redemption in accordance with the check redemption procedure, honor the
check presented as part of such check redemption privilege out of the monies
specifically allocated to the Fund in such advice for such purpose.
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9. INDEBTEDNESS.
(a) The Fund will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money for temporary
administrative or emergency purposes using Securities as collateral for such
borrowings, a notice or undertaking in the form currently employed by any such
bank setting forth the amount which such bank will loan to the Fund against
delivery of a stated amount of collateral. The Fund shall promptly deliver to
the Custodian Written 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 Instruction 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 Instruction.
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
Instruction to collateralize further any transaction described in this Section
9. The Fund shall cause all Securities released from collateral status to be
returned directly to the Custodian, and the Custodian shall receive from time to
time such return of collateral as may be tendered to it. In the event that the
Fund fails to specify in written Instruction all of the information required by
this Section 9, the Custodian shall not be under any obligation to deliver any
Securities. Collateral returned to the Custodian shall be held hereunder as it
was prior to being used as collateral.
10. PERSONS HAVING ACCESS TO ASSETS OF THE FUND.
(a) No trustee or agent of the Fund, and no officer, director, employee or
agent of the Fund's investment adviser, of any sub-investment adviser of the
Fund, or of the Fund's administrator, shall have physical access to the assets
of the Fund held by the Custodian or be authorized or permitted to withdraw any
investments of the Fund, nor shall the Custodian deliver any assets of the Fund
to any such person. No officer, director, employee or agent of the Custodian who
holds any similar position with the Fund's investment adviser, with any
sub-investment adviser of the Fund or with the Fund's administrator shall have
access to the assets of the Fund.
(b) Nothing in this Section 10 shall prohibit any officer, employee or
agent of the Fund, or any officer, director, employee or agent of the investment
adviser, of any sub-investment adviser of the Fund or of the Fund's
administrator, from giving Oral Instructions or Written Instructions to the
Custodian or executing a Certificate so long as it does not result in delivery
of or access to assets of the Fund prohibited by paragraph (a) of this Section
10.
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11. OVERDRAFT FACILITY AND SECURITY FOR PAYMENT.
In the event that the Custodian is directed by Written Instructions (or
Oral Instructions confirmed in writing) to make any payment or transfer of funds
on behalf of the Fund for which there would be, at the close of business on the
date of such payment or transfer, insufficient funds held by the Custodian on
behalf of the Fund, the Custodian may, in its sole discretion, provide an
overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the
completion of such payment or transfer. Any Overdraft provided hereunder: (a)
shall be payable on the next Business Day, unless otherwise agreed by the Fund
and the Custodian; and (b) shall accrue interest from the date of the Overdraft
to the date of payment in full by the Fund at a rate agreed upon in writing,
from time to time, by the Custodian and the Fund. The Custodian and the Fund
acknowledge that the purpose of such Overdraft is to temporarily finance the
purchase of securities for prompt delivery in accordance with the terms hereof,
to meet unanticipated or unusual redemptions, or to meet other emergency
expenses not reasonably foreseeable by the Fund. The Custodian shall promptly
notify the Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile
transmission or in such other manner as the Fund and the Custodian may agree in
writing. To secure payment of any Overdraft, the Fund hereby grants to the
Custodian a continuing security interest in and right of setoff against the
Securities in the Fund's account from time to time in the full amount of such
Overdraft. Shall the Fund fail to pay promptly any amounts owed hereunder, the
Custodian shall be entitled to use available cash in the Fund's account and to
liquidate Securities in the account as is necessary to meet the Fund's
obligations under the Overdraft. In any case, and without limiting the
foregoing, the Custodian shall be entitled to take such other action(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.
12. 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 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 or of its own counsel, at
the expense of the Fund, and shall be fully protected with respect to anything
done or omitted by it in good faith in conformity with such advice or opinion.
The Custodian shall be liable to the Fund for any loss or damage resulting from
the use of the Book-Entry System or 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 therefore;
4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
11
5. The legality of the declaration or payment of any
distribution of the Fund; or
6. The legality of any borrowing for temporary or emergency
administrative purposes.
(c) NO LIABILITY UNTIL RECEIPT. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not represented by any
check, draft, or other instrument for the payment of money, received by it on
behalf of the Fund until the Custodian actually receives and collects such money
directly or by the final crediting of the account representing the Fund's
interest in the Book-Entry System or the Depository.
(d) AMOUNTS DUE FROM TRANSFER AGENT. The Custodian shall not be under any
duty or obligation to take action to effect collection of any amount due to the
Fund from the Transfer Agent nor to take any action to effect payment or
distribution by the Transfer Agent of any amount paid by the Custodian to the
Transfer Agent in accordance with this Agreement.
(e) COLLECTION WHERE PAYMENT REFUSED. The Custodian shall not be under any
duty or obligation to take action to effect collection of any amount, if the
Securities upon which such amount is payable are in default, or if payment is
refused after due demand or presentation, unless and until (a) it shall be
directed to take such action by a Certificate and (b) it shall be assured to its
satisfaction of reimbursement of its costs and expenses in connection with any
such action.
(f) APPOINTMENT OF AGENTS AND SUB-CUSTODIANS. The Custodian may appoint
one or more banking institutions, including but limited to banking institutions
located in foreign countries, to act as Depository or Depositories or as
Sub-Custodian or as Sub-Custodians of Securities and monies at any time owned by
the Fund, upon terms and conditions specified in a Certificate. The Custodian
shall use reasonable care in selecting a Depository and/or Sub-Custodian located
in a country other than the United States ("Foreign Sub-Custodian"), and shall
oversee the maintenance of any Securities or monies of the Fund by any Foreign
Sub-Custodian. In addition, the Custodian shall hold the Fund harmless from, and
indemnify the Fund against, any loss that occurs as a result of the failure of
any Foreign Sub-Custodian to exercise reasonable care with respect to the
safekeeping of Securities and monies of the Fund.
(g) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under any
duty or obligation to ascertain whether any Securities at any time delivered to
or held by it for the Fund are such as may properly be held by the Fund under
the provisions of the Master Trust Agreement and the Fund's Prospectus.
(h) COMPENSATION OF THE CUSTODIAN. The Custodian shall be entitled to
receive, and the Fund agrees to pay to the Custodian, such compensation as may
be agreed upon from time to time between the Custodian and the Fund. The
Custodian may charge against any monies held on behalf of the Fund pursuant to
this Agreement such compensation and any expenses incurred by the Custodian in
the performance of its duties pursuant to this Agreement. The Custodian shall
also be entitled to charge against any money held on behalf of the Fund pursuant
to this Agreement the amount of any loss, damage, liability or expense incurred
with respect to the Fund, including counsel fees, for which it shall be entitled
to reimbursement under the provisions of this Agreement.
12
The expenses which the Custodian may charge against such account include,
but are not limited to, the expenses of Sub-Custodians and foreign branches of
the Custodian incurred in settling transactions outside of Boston, Massachusetts
or New York City, New York involving the purchase and sale of Securities.
(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 two officers of the Fund. The Custodian shall be entitled to
rely upon any Written Instructions or Oral Instructions actually received by the
Custodian pursuant to the applicable Sections of this Agreement and reasonably
believed by the Custodian to be genuine and to be given by an Authorized Person.
The Fund agrees to forward to the Custodian Written Instructions from an
Authorized Person confirming such Oral Instructions in such manner so that such
Written Instructions are received by the Custodian, whether by hand delivery,
telex or otherwise, by the close of business on the same day that such Oral
Instructions are given to the Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian shall in no way affect
the validity of the transactions or enforceability of the transactions hereby
authorized by the Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to the Custodian
hereunder concerning such transactions provided such instructions reasonably
appear to have been received from a duly Authorized Person.
(j) INSPECTION OF BOOKS AND RECORDS. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by officers
and auditors employed by the Fund and by the appropriate employees of the
Securities and Exchange Commission.
The Custodian shall provide the Fund with any report obtained by the
Custodian on the system of internal accounting control of the Book-Entry System
or the Depository and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time to tune.
13. TERM AND TERMINATION.
(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter as the
parties may mutually agree.
(b) Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be not less than 60 days after the date of receipt of such notice.
In the event such notice is given by the Fund, it shall be accompanied by a
certified vote of the Board of Trustees of the Fund, electing to terminate this
Agreement and designating a successor custodian or custodians, which shall be a
person qualified to so act under the 1940 Act.
In the event such notice is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a certified vote of the
Board of Trustees of the Fund, designating a successor custodian or custodians.
In the absence of such designation by the Fund, the Custodian may designate a
successor custodian, which shall be a person qualified to so act under the ▇▇▇▇
▇▇▇. If the Fund fails to designate a successor custodian, the Fund shall upon
the date specified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and monies then owned
by the Fund, be deemed to be its own custodian, and the Custodian shall thereby
be relieved of all duties and responsibilities pursuant to this Agreement, other
than the duty with respect to Securities held in the Book-Entry System which
cannot be delivered to the Fund.
13
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 13, this Agreement shall terminate to the extent specified in such
notice, and the Custodian shall upon receipt of a notice of acceptance by the
successor custodian on that date deliver directly to the successor custodian all
Securities and monies then held by the Custodian on behalf of the Fund, after
deducting all fees, expenses and other amounts for the payment or reimbursement
of which it shall then be entitled.
14. LIMITATION OF LIABILITY.
The Fund and the Custodian agree that the obligations of the Fund under
this Agreement shall not be binding upon any of the 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, as provided in the Master Trust Agreement. The execution and delivery of
this Agreement have been Authorized by the Trustees of the Fund, and signed by
an authorized officer of the Fund, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them or any shareholder of the Fund
individually or to impose any liability on any of them or any shareholder of the
Fund personally, but shall bind only the assets and property of the Fund as
provided in the Master Trust Agreement.
15. MISCELLANEOUS.
(a) Annexed hereto as Appendix A is a certification signed by the
Secretary of the Fund setting forth the names and the signatures of the present
Authorized Persons. The Fund agrees to furnish to the Custodian a new
certification in similar form in the event that any such present Authorized
Person ceases to be such an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully protected in
acting under the provisions of this Agreement upon Oral Instructions or
signatures of the present Authorized Persons as set forth in the last delivered
certification.
(b) Annexed hereto as Appendix B is a certification signed by the
Secretary of the Fund setting forth the names and the signatures of certain
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 officers 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 ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 or the Fund and mailed or delivered to it at its offices at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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
14
Agreement, (i) authorized and approved by a vote of the Board of Trustees of the
Fund, including a majority of the members of the Board of Trustees of the Fund
who are not "interested persons" of the Fund (as defined in the 1940 Act), or
(ii) authorized and approved by such other procedures as may be permitted or
required by the 1940 Act.
(f) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Custodian, or by the Custodian without the written consent of the Fund
authorized or approved by a vote of the Board of Trustees of the Fund, and any
attempted assignment without such written consent shall be null and void.
(g) The Fund represents that a copy of the Master Trust Agreement is on
file with the Secretary of State of The Commonwealth of Massachusetts and with
the Boston City Clerk.
(h) This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.
(i) The captions of the Agreement are included for convenience of
reference only and no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(j) This agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
year first above written
THE DREYFUS/LAUREL FUNDS TRUST
(formerly, The Laurel Funds Trust and prior thereto
The Boston Company Funds Trust )
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
MELLON BANK, N.A.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name:
Title:
15
FORM OF
APPENDIX A
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary of The Dreyfus/Laurel Funds Trust, a
business trust organized under the laws of The Commonwealth of Massachusetts
(the "Fund"), do hereby certify that:
The following individuals have been duly authorized as Authorized Persons
to give Oral Instructions and Written Instructions on behalf of the Fund and the
signatures set forth opposite their respective names are their true and correct
signatures:
Name Signature
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ _____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ _____________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ _____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ _____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ _____________________________
_____________________________
Secretary
Dated:
16
FORM OF
APPENDIX B
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary of The Dreyfus/Laurel Funds Trust, a
business trust organized under the laws of The Commonwealth of Massachusetts
(the "Fund"), do hereby certify that:
The following individuals serve in the following positions with the Fund
and each individual has been duly elected or appointed to each such position and
qualified therefor in conformity with the Fund's Master Trust Agreement and the
signatures set forth opposite their respective names are their true and correct
signatures:
NAME POSITION SIGNATURE
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President and Treasurer ___________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President and ___________________________
Secretary
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Vice President ___________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President ___________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President ___________________________
__________________________________
Secretary
Dated:
