CUSTODY AGREEMENT
Custody Agreement made as of April 23, 1993, as revised March 31,
1997, between DREYFUS PREMIER INSURED MUNICIPAL BOND FUND, a business trust
organized and existing under the laws of the Commonwealth of Massachusetts,
having its principal office and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter called the "Fund"), and THE BANK OF NEW
YORK, a New York corporation authorized to do a banking business, having its
principal office and place of business at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter set forth
the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1. "Authorized Person" shall be deemed to include the Treasurer,
the Controller or any other person, whether or not any such person is an
Officer or employee of the Fund, duly authorized by the Fund's Board to give
Oral Instructions and Written Instructions on behalf of the Fund and listed
in the Certificate annexed hereto as Appendix A or such other Certificate as
may be received by the Custodian from time to time.
2. "Available Balance" shall mean for any given day during a
calendar year the aggregate amount of Federal Funds held in the Fund's
custody account(s) at The Bank of New York, or its successors, as of the
close of such day or, if such day is not a business day, the close of the
preceding business day.
3. "Bankruptcy" shall mean with respect to a party such party's
making a general assignment, arrangement or composition with or for the
benefit of its creditors, or instituting or having instituted against it a
proceeding seeking a judgment of insolvency or bankruptcy or the entry of an
order for relief under the Federal bankruptcy law or any other relief under
any bankruptcy or insolvency law or other similar law affecting creditors'
rights, or if a petition is presented for the winding up or liquidation of
the party or a resolution is passed for its winding up or liquidation, or it
seeks, or becomes subject to, the appointment of an administrator, receiver,
trustee, custodian or other similar official for it or for all or
substantially all of its assets or its taking any action in furtherance of,
or indicating its consent to approval of, or acquiescence in, any of the
foregoing.
4. "Book-Entry System" shall mean the Federal Reserve/ Treasury
book-entry system for United States and Federal agency securities, its
successor or successors and its nominee or nominees.
5. "Call Option" shall mean an exchange traded option with respect
to Securities other than Stock Index Options, Futures Contracts and Futures
Contract Options entitling the holder, upon timely exercise and payment of
the exercise price, as specified therein, to purchase from the writer thereof
the specified underlying Securities.
6. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given
to the Custodian, which is actually received by the Custodian and signed on
behalf of the Fund by any two Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-dealer which
is a clearing member under the rules of O.C.C. and a member of a national
securities exchange qualified to act as a custodian for an investment
company, or any broker-dealer reasonably believed by the Custodian to be such
a clearing member.
8. "Collateral Account" shall mean a segregated account so
denominated and pledged to the Custodian as security for, and in
consideration of, the Custodian's issuance of (a) any Put Option guarantee
letter or similar document described in paragraph 8 of Article V herein, or
(b) any receipt described in Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S. Consumer Price
Index, all items and all urban consumers, U.S. city average 1982-84 equals
100, as first published without seasonal adjustment by the Bureau of Labor
Statistics, the Department of Labor, without regard to subsequent revisions
or corrections by such Bureau.
10. "Covered Call Option" shall mean an exchange traded option
entitling the holder, upon timely exercise and payment of the exercise price,
as specified therein, to purchase from the writer thereof the specified
Securities (excluding Futures Contracts) which are owned by the writer
thereof and subject to appropriate restrictions.
11. "Depository" shall mean The Depository Trust Company ("DTC"),
a clearing agency registered with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees, provided the Custodian
has received a certified copy of a resolution of the Fund's Board
specifically approving deposits in DTC. The term "Depository" shall further
mean and include any other person authorized to act as a depository under the
Investment Company Act of 1940, as amended, its successor or successors and
its nominee or nominees, specifically identified in a certified copy of a
resolution of the Fund's Board specifically approving deposits therein by the
Custodian.
12. "Earnings Credit" shall mean for any given day during a
calendar year the product of (a) the Federal Funds Rate for such date minus
.25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available same day
funds.
14. "Federal Funds Rate" shall mean, for any day, the Federal
Funds (Effective) interest rate so denominated as published in Federal
Reserve Statistical Release H.15 (519) and applicable to such day and each
succeeding day which is not a business day.
15. "Financial Futures Contract" shall mean the firm commitment to
buy or sell fixed income securities, including, without limitation, U.S.
Treasury Bills, U.S. Treasury Notes, U.S. Treasury Bonds, domestic bank
certificates of deposit, and Eurodollar certificates of deposit, during a
specified month at an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures Contract
and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option with respect to
a Futures Contract.
18. "Margin Account" shall mean a segregated account in the name
of a broker, dealer, futures commission merchant or Clearing Member, or in
the name of the Fund for the benefit of a broker, dealer, futures commission
merchant or Clearing Member, or otherwise, in accordance with an agreement
between the Fund, the Custodian and a broker, dealer, futures commission
merchant or Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities and/or money
of the Fund shall be deposited and withdrawn from time to time in connection
with such transactions as the Fund may from time to time determine.
Securities held in the Book-Entry System or the Depository shall be deemed to
have been deposited in, or withdrawn from, a Margin Account upon the
Custodian's effecting an appropriate entry on its books and records.
19. "Merger" shall mean with respect to a party, the consolidation
or amalgamation with, merger into, or transfer of all or substantially all of
such party's assets to, another entity, where such party is not the surviving
entity.
20. "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to principal and
interest by the government of the United States or agencies or
instrumentalities thereof, commercial paper, certificates of deposit and
bankers' acceptances, repurchase and reverse repurchase agreements with
respect to the same and bank time deposits, where the purchase and sale of
such securities ordinarily requires settlement in Federal funds on the same
date as such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation, a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934,
its successor or successors, and its nominee or nominees.
22. "Officers" shall be deemed to include the President, any Vice
President, the Secretary, the Treasurer, the Controller, any Assistant
Secretary, any Assistant Treasurer or any other person or persons duly
authorized by the Fund's Board to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix B or such other Certificate as may be
received by the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call Option, Stock
Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from an Authorized Person or from a person
reasonably believed by the Custodian to be an Authorized Person.
25. "Put Option" shall mean an exchange traded option with respect
to Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and tender of the
specified underlying Securities, to sell such Securities to the writer
thereof for the exercise price.
26. "Reverse Repurchase Agreement" shall mean an agreement
pursuant to which the Fund sells Securities and agrees to repurchase such
Securities at a described or specified date and price.
27. "Security" shall be deemed to include, without limitation,
Money Market Securities, Call Options, Put Options, Stock Index Options,
Stock Index Futures Contracts, Stock Index Futures Contract Options,
Financial Futures Contracts, Financial Futures Contract Options, Reverse
Repurchase Agreements, common stock and other instruments or rights having
characteristics similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public authorities
(including, without limitation, general obligation bonds, revenue bonds and
industrial bonds and industrial development bonds), bonds, debentures, notes,
mortgages or other obligations, and any certificates, receipts, warrants or
other instruments representing rights to receive, purchase, sell or subscribe
for the same, or evidencing or representing any other rights or interest
therein, or any property or assets.
28. "Segregated Security Account" shall mean an account maintained
under the terms of this Agreement as a segregated account, by recordation or
otherwise, within the custody account in which certain Securities and/or
other assets of the Fund shall be deposited and withdrawn from time to time
in accordance with Certificates received by the Custodian in connection with
such transactions as the Fund may from time to time determine.
29. "Series" shall mean (i) the Series of the Fund specified on
Appendix D hereto, or, where the context requires each such Series, or
(ii) if no Series are set forth on such Appendix, the Fund.
30. "Shares" shall mean the shares beneficial interest of the
Fund, each of which, in the case of a Fund having Series, is allocated to a
particular Series.
31. "Stock Index Futures Contract" shall mean a bilateral
agreement pursuant to which the parties agree to take or make delivery of an
amount of cash equal to a specified dollar amount times the difference
between the value of a particular stock index at the close of the last
business day of the contract and the price at which the futures contract is
originally struck.
32. "Stock Index Option" shall mean an exchange traded option
entitling the holder, upon timely exercise, to receive an amount of cash
determined by reference to the difference between the exercise price and the
value of the index on the date of exercise.
33. "Written Instructions" shall mean written communications
actually received by the Custodian from an Authorized Person or from a person
reasonably believed by the Custodian to be an Authorized Person by telex or
any other such system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as
custodian of all the Securities and moneys at any time owned by the Fund
during the period of this Agreement, except that (a) if the Custodian fails
to provide for the custody of any of the Fund's Securities and moneys located
or to be located outside the United States in a manner satisfactory to the
Fund, the Fund shall be permitted to arrange for the custody of such
Securities and moneys located or to be located outside the United States
other than through the Custodian at rates to be negotiated and borne by the
Fund and (b) if the Custodian fails to continue any existing sub-custodial or
similar arrangements on substantially the same terms as exist on the date of
this Agreement, the Fund shall be permitted to arrange for such or similar
services other than through the Custodian at rates to be negotiated and borne
by the Fund. The Custodian shall not charge the Fund for any such terminated
services after the date of such termination.
2. The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this Article and
in Article VIII, the Fund will deliver or cause to be delivered to the
Custodian all Securities and all moneys owned by any Series, including cash
received for the issuance of such Series' shares, at any time during the
period of this Agreement and shall specify the Series, if any, to which the
same are to be specifically allocated. The Custodian will not be responsible
for such Securities and such moneys until actually received by it. The
Custodian will be entitled to reverse any credits made on a Series' behalf
where such credits have been previously made and moneys are not finally
collected. The Fund shall deliver to the Custodian a certified resolution of
the Fund's Board approving, authorizing and instructing the Custodian on a
continuous and on-going basis to deposit in the Book-Entry System all
Securities eligible for deposit therein and to utilize the Book-Entry System
to the extent possible in connection with its performance hereunder,
including, without limitation, in connection with settlements of purchases
and sales of Securities, loans of Securities, and deliveries and returns of
Securities collateral. Prior to a deposit of Securities of a Series in the
Depository, the Fund shall deliver to the Custodian a certified resolution of
the Fund's Board approving, authorizing and instructing the Custodian on a
continuous and on-going basis until instructed to the contrary by a
Certificate actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the Depository to
the extent possible in connection with its performance hereunder, including,
without limitation, in connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of Securities
collateral. Securities and moneys of such Series deposited in either the
Book-Entry System or the Depository will be represented in accounts which
include only assets held by the Custodian for customers, including, but not
limited to, accounts in which the Custodian acts in a fiduciary or
representative capacity. Prior to the Custodian's accepting, utilizing and
acting with respect to Clearing Member confirmations for Options and
transactions in Options as provided in this Agreement, the Custodian shall
have received a certified resolution of the Fund's Board approving,
authorizing and instructing the Custodian on a continuous and on-going basis,
until instructed to the contrary by a Certificate actually received by the
Custodian, to accept, utilize and act in accordance with such confirmations
as provided in this Agreement.
2. The Custodian shall credit to a separate account in the name of
the Fund for each Series all moneys received by it for the account of the
Fund, with respect to such Series. Money credited to the separate account
for a Series shall be disbursed by the Custodian only:
(a) In payment for Securities purchased, as provided in Article IV
hereof;
(b) In payment of dividends or distributions, as provided in
Article XI hereof;
(c) In payment of original issue or other taxes, as provided in
Article XII hereof;
(d) In payment for Shares redeemed by it, as provided in Article
XII hereof;
(e) Pursuant to Certificates setting forth the name and address of
the person to whom the payment is to be made, the Series account from which
payment is to be made and the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the expenses
and liabilities of the Custodian, as provided in Article XV hereof.
3. Promptly after the close of business on each day, the Custodian
shall furnish the Fund with confirmations and a summary of all transfers to
or from the account of each Series during said day. Where Securities are
transferred to the account of a Series, the Custodian shall also by book-
entry or otherwise identify as belonging to such Series a quantity of
Securities in a fungible bulk of Securities registered in the name of the
Custodian (or its nominee) or shown on the Custodian's account on the books
of the Book-Entry System or the Depository. At least monthly and from time
to time, the Custodian shall furnish the Fund with a detailed statement of
the Securities and moneys held for each Series under this Agreement.
4. Except as otherwise provided in paragraph 7 of this Article and
in Article VIII, all Securities held for a Series, 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 a Series may be registered in the name of such Series, in
the name of any duly appointed registered nominee of the Custodian as the
Custodian may from time to time determine, or in the name of the Book-Entry
System or the Depository or their successor or successors, or their nominee
or nominees. The Fund agrees to furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered nominee or in the name
of the Book-Entry System or the Depository, any Securities which it may hold
for the account of a Series and which may from time to time be registered in
the name of such Series. The Custodian shall hold all such Securities which
are not held in the Book-Entry System or in the Depository in a separate
account in the name of such Series physically segregated at all times from
those of any other person or persons.
5. Except as otherwise provided in this Agreement and unless
otherwise instructed to the contrary by a Certificate, the Custodian by
itself, or through the use of the Book-Entry System or the Depository with
respect to Securities therein deposited, shall with respect to all Securities
held for each Series in accordance with this Agreement:
(a) Collect all income due or payable and, in any event, if the
Custodian receives a written notice from the Fund specifying that an amount
of income should have been received by the Custodian within the last 90 days,
the Custodian will provide a conditional payment of income within 60 days
from the date the Custodian received such notice, unless the Custodian
reasonably concludes that such income was not due or payable to the Fund,
provided that the Custodian may reverse any such conditional payment upon its
reasonably concluding that all or any portion of such income was not due or
payable, and provided further that the Custodian shall not be liable for
failing to collect on a timely basis the full amount of income due or payable
in respect of a "floating rate instrument" or "variable rate instrument" (as
such terms are defined under Rule 2a-7 under the Investment Company Act of
l940, as amended) if it has acted in good faith, without negligence or
willful misconduct.
(b) Present for payment and collect the amount payable upon such
Securities which are called, but only if either (i) the Custodian receives a
written notice of such call, or (ii) notice of such call appears in one or
more of the publications listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian upon five business days' prior
notification to the Fund;
(c) Present for payment and collect the amount payable upon all
Securities which may mature;
(d) Surrender Securities in temporary form for definitive
Securities;
(e) Execute, as Custodian, any necessary declarations or
certificates of ownership under the Federal Income Tax Laws or the laws or
regulations of any other taxing authority now or hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the account of
each Series all rights and similar securities issued with respect to any
Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the Custodian,
directly or through the use of the Book-Entry System or the Depository,
shall:
(a) Execute and deliver to such persons as may be designated in
such Certificate proxies, consents, authorizations, and any other instruments
whereby the authority of the Fund as owner of any Securities may be
exercised;
(b) Deliver any Securities held for the Series in exchange for
other Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(c) Deliver any Securities held for the Series to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale
of assets of any corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other instruments
or documents as may be issued to it to evidence such delivery;
(d) Make such transfers or exchanges of the assets of the Series
and take such other steps as shall be stated in said order to be for the
purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Fund; and
(e) Present for payment and collect the amount payable upon
Securities not described in preceding paragraph 5(b) of this Article which
may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained herein, the
Custodian shall not be required to obtain possession of any instrument or
certificate representing any Futures Contract, Option or Futures Contract
Option until after it shall have determined, or shall have received a
Certificate from the Fund stating, that any such instruments or certificates
are available. The Fund shall deliver to the Custodian such a Certificate no
later than the business day preceding the availability of any such instrument
or certificate. Prior to such availability, the Custodian shall comply with
Section 17(f) of the Investment Company Act of 1940, as amended, in
connection with the purchase, sale, settlement, closing out or writing of
Futures Contracts, Options or Futures Contract Options by making payments or
deliveries specified in Certificates received by the Custodian in connection
with any such purchase, sale, writing, settlement or closing out upon its
receipt from a broker, dealer or futures commission merchant of a statement
or confirmation reasonably believed by the Custodian to be in the form
customarily used by brokers, dealers, or futures commission merchants with
respect to such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such broker, dealer
or futures commission merchant, in book-entry form or otherwise, in the name
of the Custodian (or any nominee of the Custodian) as custodian for the Fund,
provided, however, that payments to or deliveries from the Margin Account
shall be made in accordance with the terms and conditions of the Margin
Account Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in this
Agreement to the contrary, make payment for any Futures Contract, Option or
Futures Contract Option for which such instruments or such certificates are
available only against the delivery to the Custodian of such instrument or
such certificate, and deliver any Futures Contract, Option or Futures
Contract Option for which such instruments or such certificates are available
only against receipt by the Custodian of payment therefor. Any such
instrument or certificate delivered to the Custodian shall be held by the
Custodian hereunder in accordance with, and subject to, the provisions of
this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the Fund, other
than a purchase of any Option, Futures Contract, Futures Contract Option or
Reverse Repurchase Agreement, the Fund shall deliver to the Custodian (i)
with respect to each purchase of Securities which are not Money Market
Securities, a Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such purchase: (a) the Series to which the
Securities purchased are to be specifically allocated; (b) the name of the
issuer and the title of the Securities; (c) the number of shares or the
principal amount purchased and accrued interest, if any; (d) the date of
purchase and settlement; (e) the purchase price per unit; (f) the total
amount payable upon such purchase; (g) the name of the person from whom or
the broker through whom the purchase was made, and the name of the clearing
broker, if any; and (h) the name of the broker to which payment is to be
made. The Custodian shall, upon receipt of Securities purchased by or for
such Series, pay out of the moneys held for the account of such Series the
total amount payable to the person from whom, or the broker through whom, the
purchase was made, provided that the same conforms to the total amount
payable as set forth in such Certificate, Oral Instructions or Written
Instructions.
2. Promptly after each sale of Securities by the Fund, other than
a sale of any Option, Futures Contract, Futures Contract Option or Reverse
Repurchase Agreement, the Fund shall deliver to the Custodian (i) with
respect to each sale of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying with
respect to each such sale: (a) the Series to which such Securities sold were
specifically allocated; (b) the name of the issuer and the title of the
Security; (c) the number of shares or principal amount sold, and accrued
interest, if any; (d) the date of sale; (e) the sale price per unit; (f) the
total amount payable to such Series upon such sale; (g) the name of the
broker through whom or the person to whom the sale was made, and the name of
the clearing broker, if any; and (h) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the Securities
upon receipt of the total amount payable to the Fund for the account of such
Series upon such sale, provided that the same conforms to the total amount
payable as set forth in such Certificate, Oral Instructions or Written
Instructions. Subject to the foregoing, the Custodian may accept payment in
such form as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing among dealers
in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the Fund, the Fund
shall deliver to the Custodian a Certificate specifying with respect to each
Option purchased: (a) the Series to which the Option purchased is to be
specifically allocated; (b) the type of Option (put or call); (c) the name of
the issuer and the title and number of shares subject to such Option or, in
the case of a Stock Index Option, the stock index to which such Option
relates and the number of Stock Index Options purchased; (d) the expiration
date; (e) the exercise price; (f) the dates of purchase and settlement;
(g) the total amount payable by the Fund for the account of such Series in
connection with such purchase; (h) the name of the Clearing Member through
which such Option was purchased; and (i) the name of the broker to whom
payment is to be made. The Custodian shall pay, upon receipt of a Clearing
Member's statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly appointed and
registered nominee of the Custodian) as custodian for the Fund, out of moneys
held for the account of such Series, the total amount payable upon such
purchase to the Clearing Member through whom the purchase was made, provided
that the same conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to each such sale: (a) the
Series to which the Option sold was specifically allocated; (b) the type of
Option (put or call); (c) the name of the issuer and the title and number of
shares subject to such Option or, in the case of a Stock Index Option, the
stock index to which such Option relates and the number of Stock Index
Options sold; (d) the date of sale; (e) the sale price; (f) the date of
settlement; (g) the total amount payable to the Fund for the account of such
Series upon such sale; and (h) the name of the Clearing Member through which
the sale was made. The Custodian shall consent to the delivery of the Option
sold by the Clearing Member which previously supplied the confirmation
described in preceding paragraph 1 of this Article with respect to such
Option against payment to the Custodian of the total amount payable to the
Fund for the account of such Series, provided that the same conforms to the
total amount payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any Call Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect to such Call Option:
(a) the Series to which the Call Option exercised was specifically allocated;
(b) the name of the issuer and the title and number of shares subject to the
Call Option; (c) the expiration date; (d) the date of exercise and
settlement; (e) the exercise price per share; (f) the total amount to be paid
by the Fund for the account of such Series upon such exercise; and (g) the
name of the Clearing Member through which such Call Option was exercised.
The Custodian shall, upon receipt of the Securities underlying the Call
Option which was exercised, pay out of the moneys held for the account of
such Series the total amount payable to the Clearing Member through whom the
Call Option was exercised, provided that the same conforms to the total
amount payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect to such Put Option:
(a) the Series to which the Put Option exercised was specifically allocated;
(b) the name of the issuer and the title and number of shares subject to the
Put Option; (c) the expiration date; (d) the date of exercise and settlement;
(e) the exercise price per share; (f) the total amount to be paid to the Fund
for the account of such Series upon such exercise; and (g) the name of the
Clearing Member through which such Put Option was exercised. The Custodian
shall, upon receipt of the amount payable upon the exercise of the Put
Option, deliver or direct the Depository to deliver the Securities, provided
the same conforms to the amount payable to the Fund for the account of such
Series as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock Index
Option purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option: (a) the Series to which the Stock Index Option exercised was
specifically allocated; (b) the type of Stock Index Option (put or call);
(c) the number of Options being exercised; (d) the stock index to which such
Option relates; (e) the expiration date; (f) the exercise price; (g) the
total amount to be received by the Fund for the account of such Series in
connection with such exercise; and (h) the Clearing Member from which such
payment is to be received.
6. Whenever the Fund writes a Covered Call Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to
such Covered Call Option: (a) the Series to which the Covered Call Option
written is to be specifically allocated; (b) the name of the issuer and the
title and number of shares for which the Covered Call Option was written and
which underlie the same; (c) the expiration date; (d) the exercise price;
(e) the premium to be received by the Fund for the account of such Series;
(f) the date such Covered Call Option was written; and (g) the name of the
Clearing Member through which the premium is to be received. The Custodian
shall deliver or cause to be delivered, in exchange for receipt of the
premium specified in the Certificate with respect to such Covered Call
Option, such receipts as are required in accordance with the customs
prevailing among Clearing Members dealing in Covered Call Options and shall
impose, or direct the Depository to impose, upon the underlying Securities
specified in the Certificate such restrictions as may be required by such
receipts. Notwithstanding the foregoing, the Custodian has the right, upon
prior written notification to the Fund, at any time to refuse to issue any
receipts for Securities in the possession of the Custodian and not deposited
with the Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund and
described in the preceding paragraph of this Article is exercised, the Fund
shall promptly deliver to the Custodian a Certificate instructing the
Custodian to deliver, or to direct the Depository to deliver, the Securities
subject to such Covered Call Option and specifying: (a) the Series to which
the Covered Call Option exercised was specifically allocated; (b) the name of
the issuer and the title and number of shares subject to the Covered Call
Option; (c) the Clearing Member to whom the underlying Securities are to be
delivered; and (d) the total amount payable to the Fund for the account of
such Series upon such delivery. Upon the return and/or cancellation of any
receipts delivered pursuant to paragraph 6 of this Article, the Custodian
shall deliver, or direct the Depository to deliver, the underlying Securities
as specified in the Certificate for the amount to be received as set forth in
such Certificate.
8. Whenever the Fund writes a Put Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Put
Option: (a) the Series to which the Put Option written is to be specifically
allocated; (b) the name of the issuer and the title and number of shares for
which the Put Option is written and which underlie the same; (c) the
expiration date; (d) the exercise price; (e) the premium to be received by
the Fund for the account of such Series; (f) the date such Put Option is
written; (g) the name of the Clearing Member through which the premium is to
be received and to whom a Put Option guarantee letter is to be delivered;
(h) the amount of cash, and/or the amount and kind of Securities, if any, to
be deposited in the Segregated Security Account; and (i) the amount of cash
and/or the amount and kind of Securities to be deposited into the Collateral
Account. The Custodian shall, after making the deposits into the Collateral
Account specified in the Certificate, issue a Put Option guarantee letter
substantially in the form utilized by the Custodian on the date hereof, and
deliver the same to the Clearing Member specified in the Certificate against
receipt of the premium specified in said Certificate. Notwithstanding the
foregoing, the Custodian shall be under no obligation to issue any Put Option
guarantee letter or similar document if it is unable to make any of the
representations contained therein.
9. Whenever a Put Option written by the Fund and described in the
preceding paragraph is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which the Put Option
exercised was specifically allocated; (b) the name of the issuer and title
and number of shares subject to the Put Option; (c) the Clearing Member from
which the underlying Securities are to be received; (d) the total amount
payable by the Fund upon such delivery; (e) the amount of cash and/or the
amount and kind of Securities to be withdrawn from the Collateral Account;
and (f) the amount of cash and/or the amount and kind of Securities, if any,
to be withdrawn from the Segregated Security Account. Upon the return and/or
cancellation of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian shall pay out
of the moneys held for the account of such Series the total amount payable to
the Clearing Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to
such Stock Index Option: (a) the Series to which the Stock Index Option
written is to be specifically allocated; (b) whether such Stock Index Option
is a put or a call; (c) the number of Options written; (d) the stock index to
which such Option relates; (e) the expiration date; (f) the exercise price;
(g) the Clearing Member through which such Option was written; (h) the
premium to be received by the Fund for the account of such Series; (i) the
amount of cash and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (j) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited in the Collateral
Account; and (k) the amount of cash and/or the amount and kind of Securities,
if any, to be deposited in a Margin Account, and the name in which such
account is to be or has been established. The Custodian shall, upon receipt
of the premium specified in the Certificate, make the deposits, if any, into
the Segregated Security Account specified in the Certificate, and either (1)
deliver such receipts, if any, which the Custodian has specifically agreed to
issue, which are in accordance with the customs prevailing among Clearing
Members in Stock Index Options and make the deposits into the Collateral
Account specified in the Certificate, or (2) make the deposits into the
Margin Account specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund and
described in the preceding paragraph of this Article is exercised, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to such Stock Index Option: (a) the Series to which the Stock Index Option
exercised was specifically allocated; (b) such information as may be
necessary to identify the Stock Index Option being exercised; (c) the
Clearing Member through which such Stock Index Option is being exercised; (d)
the total amount payable upon such exercise, and whether such amount is to be
paid by or to the Fund for the account of such Series; (e) the amount of cash
and/or amount and kind of Securities, if any, to be withdrawn from the Margin
Account; and (f) the amount of cash and/or amount and kind of Securities, if
any, to be withdrawn from the Segregated Security Account and the amount of
cash and/or the amount and kind of Securities, if any, to be withdrawn from
the Collateral Account.
Upon the return and/or cancellation of the receipt, if any, delivered
pursuant to the preceding paragraph of this Article, the Custodian shall pay
to the Clearing Member specified in the Certificate the total amount payable,
if any, as specified therein.
12. Whenever the Fund purchases any Option identical to a
previously written Option described in paragraphs 6, 8 or 10 of this Article
in a transaction expressly designated as a "Closing Purchase Transaction" in
order to liquidate its position as a writer of an Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to
the Option being purchased: (a) the Series to which the Option purchased is
to be specifically allocated; (b) that the transaction is a Closing Purchase
Transaction; (c) the name of the issuer and the title and number of shares
subject to the Option, or, in the case of a Stock Index Option, the stock
index to which such Option relates and the number of Options held; (d) the
exercise price; (e) the premium to be paid by the Fund for the account of
such Series; (f) the expiration date; (g) the type of Option (put or call);
(h) the date of such purchase; (i) the name of the Clearing Member to which
the premium is to be paid; and (j) the amount of cash and/or the amount and
kind of Securities, if any, to be withdrawn from the Collateral Account, a
specified Margin Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or cancellation of any
receipt issued pursuant to paragraphs 6, 8 or 10 of this Article with respect
to the Option being liquidated through the Closing Purchase Transaction, the
Custodian shall remove, or direct the Depository to remove, the previously
imposed restrictions on the Securities underlying the Call Option.
13. Upon the expiration or exercise of, or consummation of a
Closing Purchase Transaction with respect to, any Option purchased or written
by the Fund and described in this Article, the Custodian shall delete such
Option from the statements delivered to the Fund for the account of a Series
pursuant to paragraph 3 of Article III herein, and upon the return and/or
cancellation of any receipts issued by the Custodian, shall make such
withdrawals from the Collateral Account, the Margin Account and/or the
Segregated Security Account as may be specified in a Certificate received in
connection with such expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures Contract, the Fund
shall deliver to the Custodian a Certificate specifying with respect to such
Futures Contract (or with respect to any number of identical Futures
Contract(s)): (a) the Series to which the Futures Contract entered into is
to be specifically allocated; (b) the category of Futures Contract (the name
of the underlying stock index or financial instrument); (c) the number of
identical Futures Contracts entered into; (d) the delivery or settlement date
of the Futures Contract(s); (e) the date the Futures Contract(s) was (were)
entered into and the maturity date; (f) whether the Fund is buying (going
long) or selling (going short) on such Futures Contract(s); (g) the amount of
cash and/or the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (h) the name of the broker, dealer or futures
commission merchant through which the Futures Contract was entered into; and
(i) the amount of fee or commission, if any, to be paid and the name of the
broker, dealer or futures commission merchant to whom such amount is to be
paid. The Custodian shall make the deposits, if any, to the Margin Account
in accordance with the terms and conditions of the Margin Account Agreement.
The Custodian shall make payment of the fee or commission, if any, specified
in the Certificate and deposit in the Segregated Security Account the amount
of cash and/or the amount and kind of Securities specified in said
Certificate.
2. (a) Any variation margin payment or similar payment required
to be made by the Fund for the account of a Series to a broker, dealer or
futures commission merchant with respect to an outstanding Futures Contract
shall be made by the Custodian in accordance with the terms and conditions of
the Margin Account Agreement.
(b) Any variation margin payment or similar payment from a
broker, dealer or futures commission merchant to the Fund with respect to an
outstanding Futures Contract shall be received and dealt with by the
Custodian in accordance with the terms and conditions of the Margin Account
Agreement.
3. Whenever a Futures Contract held by the Custodian hereunder is
retained by the Fund until delivery or settlement is made on such Futures
Contract, the Fund shall deliver to the Custodian a Certificate specifying:
(a) the Series to which the Futures Contract retained is to be specifically
allocated; (b) the Futures Contract; (c) with respect to a Stock Index
Futures Contract, the total cash settlement amount to be paid or received,
and with respect to a Financial Futures Contract, the Securities and/or
amount of cash to be delivered or received; (d) the broker, dealer or futures
commission merchant to or from which payment or delivery is to be made or
received; and (e) the amount of cash and/or Securities to be withdrawn from
the Segregated Security Account. The Custodian shall make the payment or
delivery specified in the Certificate and delete such Futures Contract from
the statements delivered to the Fund pursuant to paragraph 3 of Article III
herein.
4. Whenever the Fund shall enter into a Futures Contract to offset
a Futures Contract held by the Custodian hereunder, the Fund shall deliver to
the Custodian a Certificate specifying: (a) the Series to which the
offsetting Futures Contract is to be specifically allocated; (b) the items of
information required in a Certificate described in paragraph 1 of this
Article, and (c) the Futures Contract being offset. The Custodian shall make
payment of the fee or commission, if any, specified in the Certificate and
delete the Futures Contract being offset from the statements delivered to the
Fund for the account of such Series pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security Account as may
be specified in such Certificate. The withdrawals, if any, to be made from
the Margin Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract Option by
the Fund, the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Futures Contract Option: (a) the Series to which the
Futures Contract Option purchased is to be specifically allocated; (b) the
type of Futures Contract Option (put or call); (c) the type of Futures
Contract and such other information as may be necessary to identify the
Futures Contract underlying the Futures Contract Option purchased; (d) the
expiration date; (e) the exercise price; (f) the dates of purchase and
settlement; (g) the amount of premium to be paid by the Fund for the account
of such Series upon such purchase; (h) the name of the broker or futures
commission merchant through which such option was purchased; and (i) the name
of the broker or futures commission merchant to whom payment is to be made.
The Custodian shall pay the total amount to be paid upon such purchase to the
broker or futures commission merchant through whom the purchase was made,
provided that the same conforms to the amount set forth in such Certificate.
2. Promptly after the sale of any Futures Contract Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to each such
sale: (a) the Series to which the Futures Contract Option sold was
specifically allocated; (b) the type of Futures Contract Option (put or
call); (c) the type of Futures Contract and such other information as may be
necessary to identify the Futures Contract underlying the Futures Contract
Option; (d) the date of sale; (e) the sale price; (f) the date of settlement;
(g) the total amount payable to the Fund for the account of such Series upon
such sale; and (h) the name of the broker or futures commission merchant
through which the sale was made. The Custodian shall consent to the
cancellation of the Futures Contract Option being closed against payment to
the Custodian of the total amount payable to the Fund for the account of such
Series, provided the same conforms to the total amount payable as set forth
in such Certificate.
3. Whenever a Futures Contract Option purchased by the Fund
pursuant to paragraph 1 is exercised by the Fund, the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the Series to which
the Futures Contract Option exercised was specifically allocated; (b) the
particular Futures Contract Option (put or call) being exercised; (c) the
type of Futures Contract underlying the Futures Contract Option; (d) the date
of exercise; (e) the name of the broker or futures commission merchant
through which the Futures Contract Option is exercised; (f) the net total
amount, if any, payable by the Fund; (g) the amount, if any, to be received
by the Fund for the account of such Series; and (h) the amount of cash and/or
the amount and kind of Securities to be deposited in the Segregated Security
Account. The Custodian shall make the payments, if any, and the deposits, if
any, into the Segregated Security Account as specified in the Certificate.
The deposits, if any, to be made to the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the Margin Account
Agreement.
4. Whenever the Fund writes a Futures Contract Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to such Futures Contract Option: (a) the Series to which the Futures
Contract Option written is to be specifically allocated; (b) the type of
Futures Contract Option (put or call); (c) the type of Futures Contract and
such other information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (d) the expiration date; (e) the
exercise price; (f) the premium to be received by the Fund for the account of
such Series; (g) the name of the broker or futures commission merchant
through which the premium is to be received; and (h) the amount of cash
and/or the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account. The Custodian shall, upon receipt of the
premium specified in the Certificate, make the deposits into the Segregated
Security Account, if any, as specified in the Certificate. The deposits, if
any, to be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the Fund which is
a call is exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying: (a) the Series to which the Futures Contract Option
exercised was specifically allocated; (b) the particular Futures Contract
Option exercised; (c) the type of Futures Contract underlying the Futures
Contract Option; (d) the name of the broker or futures commission merchant
through which such Futures Contract Option was exercised; (e) the net total
amount, if any, payable to the Fund for the account of such Series upon such
exercise; (f) the net total amount, if any, payable by the Fund for the
account of such Series upon such exercise; and (g) the amount of cash and/or
the amount and kind of Securities to be deposited in the Segregated Security
Account. The Custodian shall, upon its receipt of the net total amount
payable to the Fund for the account of such Series, if any, specified in such
Certificate make the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate. The deposits,
if any, to be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is written by the Fund
and which is a Put Option is exercised, the Fund shall promptly deliver to
the Custodian a Certificate specifying: (a) the Series to which the Futures
Contract Option exercised was specifically allocated; (b) the particular
Futures Contract Option exercised; (c) the type of Futures Contract
underlying such Futures Contract Option; (d) the name of the broker or
futures commission merchant through which such Futures Contract Option is
exercised; (e) the net total amount, if any, payable to the Fund for the
account of such Series upon such exercise; (f) the net total amount, if any,
payable by the Fund for the account of such Series upon such exercise; and
(g) the amount and kind of Securities and/or cash to be withdrawn from or
deposited in the Segregated Security Account, if any. The Custodian shall,
upon its receipt of the net total amount payable to the Fund for the account
of such Series, if any, specified in the Certificate, make the payments, if
any, and the deposits, if any, into the Segregated Security Account as
specified in the Certificate. The deposits to and/or withdrawals from the
Margin Account, if any, shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract Option
identical to a previously written Futures Contract Option described in this
Article in order to liquidate its position as a writer of such Futures
Contract Option, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to the Futures Contract Option being
purchased: (a) the Series to which the Futures Contract Option purchased is
to be specifically allocated; (b) that the transaction is a closing
transaction; (c) the type of Futures Contract and such other information as
may be necessary to identify the Futures Contract underlying the Futures
Contract Option; (d) the exercise price; (e) the premium to be paid by the
Fund for the account of such Series; (f) the expiration date; (g) the name of
the broker or futures commission merchant to which the premium is to be paid;
and (h) the amount of cash and/or the amount and kind of Securities, if any,
to be withdrawn from the Segregated Security Account. The Custodian shall
effect the withdrawals from the Segregated Security Account specified in the
Certificate. The withdrawals, if any, to be made from the Margin Account
shall be made by the Custodian in accordance with the terms and conditions of
the Margin Account Agreement.
8. Upon the expiration or exercise of, or consummation of a
closing transaction with respect to, any Futures Contract Option written or
purchased by the Fund and described in this Article, the Custodian shall (a)
delete such Futures Contract Option from the statements delivered to the Fund
pursuant to paragraph 3 of Article III herein, and (b) make such withdrawals
from, and/or, in the case of an exercise, such deposits into, the Segregated
Security Account as may be specified in a Certificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by the Custodian
in accordance with the terms and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the exercise of
a Futures Contract Option described in this Article shall be subject to
Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Series to which the short sale
is to be specifically allocated; (b) the name of the issuer and the title of
the Security; (c) the number of shares or principal amount sold, and accrued
interest or dividends, if any; (d) the dates of the sale and settlement; (e)
the sale price per unit; (f) the total amount credited to the Fund for the
account of such Series upon such sales, if any; (g) the amount of cash and/or
the amount and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has been or is to be
established; (h) the amount of cash and/or the amount and kind of Securities,
if any, to be deposited in a Segregated Security Account; and (i) the name of
the broker through which such short sale was made. The Custodian shall upon
its receipt of a statement from such broker confirming such sale and that the
total amount credited to the Fund upon such sale, if any, as specified in the
Certificate is held by such broker for the account of the Custodian (or any
nominee of the Custodian) as custodian of the Fund, issue a receipt or make
the deposits into the Margin Account and the Segregated Security Account
specified in the Certificate.
2. In connection with the closing-out of any short sale, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to each such closing-out: (a) the Series to which the short sale being
closed-out was specifically allocated; (b) the name of the issuer and the
title of the Security; (c) the number of shares or the principal amount, and
accrued interest or dividends, if any, required to effect such closing-out to
be delivered to the broker; (d) the dates of the closing-out and settlement;
(e) the purchase price per unit; (f) the net total amount payable to the Fund
for the account of such Series upon such closing-out; (g) the net total
amount payable to the broker upon such closing-out; (h) the amount of cash
and the amount and kind of Securities to be withdrawn, if any, from the
Margin Account; (i) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security Account; and
(j) the name of the broker through which the Fund is effecting such closing-
out. The Custodian shall, upon receipt of the net total amount payable to
the Fund for the account of such Series upon such closing-out and the return
and/or cancellation of the receipts, if any, issued by the custodian with
respect to the short sale being closed-out, pay out of the moneys held for
the account of the Series to the broker the net total amount payable to the
broker, and make the withdrawals from the Margin Account and the Segregated
Security Account, as the same are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund, on behalf of a Series, enters into a
Reverse Repurchase Agreement with respect to Securities and money held by the
Custodian hereunder, the Fund shall deliver to the Custodian a Certificate or
in the event such Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions specifying: (a) the
Series to which the Reverse Repurchase Agreement is to be specifically
allocated; (b) the total amount payable to the Fund for the account of such
Series in connection with such Reverse Repurchase Agreement; (c) the broker
or dealer through or with which the Reverse Repurchase Agreement is entered;
(d) the amount and kind of Securities to be delivered by the Fund to such
broker or dealer; (e) the date of such Reverse Repurchase Agreement; and (f)
the amount of cash and/or the amount and kind of Securities, if any, to be
deposited in a Segregated Security Account in connection with such Reverse
Repurchase Agreement. The Custodian shall, upon receipt of the total amount
payable to the Fund specified in the Certificate, Oral Instructions or
Written Instructions make the delivery to the broker or dealer, and the
deposits, if any, to the Segregated Security Account, specified in such
Certificate, Oral Instructions or Written Instructions.
2. Upon the termination of a Reverse Repurchase Agreement
described in paragraph 1 of this Article, the Fund shall promptly deliver a
Certificate or, in the event such Reverse Repurchase Agreement is a Money
Market Security, a Certificate, Oral Instructions or Written Instructions to
the Custodian specifying: (a) the Series to which the Reverse Repurchase
Agreement terminated was specifically allocated; (b) the Reverse Repurchase
Agreement being terminated; (c) the total amount payable by the Fund for the
account of such Series in connection with such termination; (d) the amount
and kind of Securities to be received by the Fund for the account of such
Series in connection with such termination; (e) the date of termination; (f)
the name of the broker or dealer with or through which the Reverse Repurchase
Agreement is to be terminated; and (g) the amount of cash and/or the amount
and kind of Securities to be withdrawn from the Segregated Security Account.
The Custodian shall, upon receipt of the amount and kind of Securities to be
received by the Fund specified in the Certificate, Oral Instructions or
Written Instructions, make the payment to the broker or dealer, and the
withdrawals, if any, from the Segregated Security Account, specified in such
Certificate, Oral Instructions or Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such deposits to,
or withdrawals from, a Segregated Security Account as specified in a
Certificate received by the Custodian. Such Certificate shall specify the
amount of cash and/or the amount and kind of Securities to be deposited in,
or withdrawn from, the Segregated Security Account. In the event that the
Fund fails to specify in a Certificate the designated Series, the name of the
issuer, the title and the number of shares or the principal amount of any
particular Securities to be deposited by the Custodian into, or withdrawn
from, a Segregated Securities Account, the Custodian shall be under no
obligation to make any such deposit or withdrawal and shall so notify the
Fund.
2. The Custodian shall make deliveries or payments from a Margin
Account to the broker, dealer, futures commission merchant or Clearing Member
in whose name, or for whose benefit, the account was established as specified
in the Margin Account Agreement.
3. Amounts received by the Custodian as payments or distributions
with respect to Securities deposited in any Margin Account shall be dealt
with in accordance with the terms and conditions of the Margin Account
Agreement.
4. The Custodian shall have a continuing lien and security
interest in and to any property at any time held by the Custodian in any
Collateral Account described herein. In accordance with applicable law, the
Custodian may enforce its lien and realize on any such property whenever the
Custodian has made payment or delivery pursuant to any Put Option guarantee
letter or similar document or any receipt issued hereunder by the Custodian.
In the event the Custodian should realize on any such property net proceeds
which are less than the Custodian's obligations under any Put Option
guarantee letter or similar document or any receipt, such deficiency shall be
a debt owed the Custodian by the Fund within the scope of Article XIII
herein.
5. On each business day, the Custodian shall furnish the Fund with
respect to each Series a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of business on
the previous business day: (a) the name of the Margin Account; (b) the
amount and kind of Securities held therein; and (c) the amount of money held
therein. The Custodian shall make available upon request to any broker,
dealer or futures commission merchant specified in the name of a Margin
Account a copy of the statement furnished the Fund with respect to such
Margin Account.
6. Promptly after the close of business on each business day in
which cash and/or Securities are maintained in a Collateral Account, the
Custodian shall furnish the Fund with a Statement with respect to such
Collateral Account specifying the amount of cash and/or the amount and kind
of Securities held therein. No later than the close of business next
succeeding the delivery to the Fund of such statement, the Fund shall furnish
to the Custodian a Certificate or Written Instructions specifying the then
market value of the securities described in such statement. In the event
such then market value is indicated to be less than the Custodian's
obligation with respect to any outstanding Put Option, guarantee letter or
similar document, the Fund shall promptly specify in a Certificate the
additional cash and/or Securities to be deposited in such Collateral Account
to eliminate such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. For each Series, the Fund shall furnish to the Custodian a copy
of the resolution of the Fund's Board, certified by the Secretary or any
Assistant Secretary, either (i) setting forth the date of the declaration of
a dividend or distribution, the date of payment thereof, the record date as
of which shareholders entitled to payment shall be determined, the amount
payable per share to the shareholders of record as of that date and the total
amount payable to the Dividend Agent of the Fund on the payment date, or (ii)
authorizing the declaration of dividends and distributions on a daily basis
and authorizing the Custodian to rely on Oral Instructions, Written
Instructions or a Certificate setting forth the date of the declaration of
such dividend or distribution, the date of payment thereof, the record date
as of which shareholders entitled to payment shall be determined, the amount
payable per share to the shareholders of record as of that date and the total
amount payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such resolution, Oral
Instructions, Written Instructions or Certificate, as the case may be, the
Custodian shall pay out of the moneys held for the account of the Series the
total amount payable to the Dividend Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any Series' Shares, the Fund shall
deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price; and
(b) The amount of money to be received by the Custodian for the
sale of such Shares.
2. Upon receipt of such money from the Transfer Agent, the
Custodian shall credit such money to the account of such Series.
3. Upon issuance of any Series' Shares in accordance with the
foregoing provisions of this Article, the Custodian shall pay, out of the
money held for the account of such Series, all original issue or other taxes
required to be paid by the Fund for the account of such Series in connection
with such issuance upon the receipt of a Certificate specifying the amount to
be paid.
4. Except as provided hereinafter, whenever the Fund shall
hereafter redeem any Series' Shares, the Fund shall furnish to the Custodian
a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice setting forth
the number of a Series' Shares received by the Transfer Agent for redemption
and that such Shares are valid and in good form for redemption, the Custodian
shall make payment to the Transfer Agent out of the moneys held for the
account of such Series of the total amount specified in the Certificate
issued pursuant to the foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the redemption
of any of Series' Shares, whenever a Series' Shares are redeemed pursuant to
any check redemption privilege which may from time to time be offered by the
Fund, the Custodian, unless otherwise instructed by a Certificate, shall,
upon receipt of an advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the check
redemption procedure, honor the check presented as part of such check
redemption privilege out of the money held in the account of the Fund for
such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion advance funds on
behalf of a Series which results in an overdraft because the moneys held by
the Custodian for the account of such Series shall be insufficient to pay the
total amount payable upon a purchase of Securities as set forth in a
Certificate or Oral Instructions issued pursuant to Article IV, or which
results in an overdraft in the account for such Series for some other reason,
or if a Series is for any other reason indebted to the Custodian (except a
borrowing for investment or for temporary or emergency purposes using
Securities as collateral pursuant to a separate agreement and subject to the
provisions of paragraph 2 of this Article XIII), such overdraft or
indebtedness shall be deemed to be a loan made by the Custodian to such
Series payable on demand and shall bear interest from the date incurred at a
rate per annum (based on a 360-day year for the actual number of days
involved) equal to the Federal Funds Rate plus l/2%, such rate to be adjusted
on the effective date of any change in such Federal Funds Rate but in no
event to be less than 6% per annum, except that any overdraft resulting from
an error by the Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of all amounts
due such Series which have not been collected by the Custodian on behalf of
such Series when due because of the failure of the Custodian to make timely
demand or presentment for payment. In addition, the Fund hereby agrees that
the Custodian shall have a continuing lien and security interest in and to
any property at any time held by it for the benefit of such Series or in
which such Series may have an interest which is then in the Custodian's
possession or control or in possession or control of any third party acting
in the Custodian's behalf. The Fund authorizes the Custodian, in its sole
discretion, at any time to charge any such overdraft or indebtedness together
with interest due thereon against any balance of account standing to such
Series' credit on the Custodian's books. For purposes of this Section 1 of
Article XIII, "overdraft" shall mean a negative Available Balance.
2. The Fund will cause to be delivered to the Custodian by any
bank (including, if the borrowing is pursuant to a separate agreement, the
Custodian) from which it borrows money for investment or for temporary or
emergency purposes using Securities in a Series' portfolio as collateral for
such borrowings, a notice or undertaking in the form currently employed by
any such bank setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to each such
borrowing: (a) the Series to which the borrowing relates; (b) the name of
the bank; (c) 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; (d) the time and date, if known, on which
the loan is to be entered into; (e) the date on which the loan becomes due
and payable; (f) the total amount payable to the Fund for the account of such
Series on the borrowing date; (g) the market value of Securities to be
delivered as collateral for such loan, including the name of the issuer, the
title and the number of shares or the principal amount of any particular
Securities; and (h) a statement specifying whether such loan is for
investment purposes or for temporary or emergency purposes and that such loan
is in conformance with the Investment Company Act of 1940, as amended, and
the Fund's prospectus. The Custodian shall deliver on the borrowing date
specified in a Certificate the specified collateral and the executed
promissory note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to the total
amount payable as set forth in the Certificate. The Custodian may, at the
option of the lending bank, keep such collateral in its possession, but such
collateral shall be subject to all rights therein given the lending bank by
virtue of any promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in a Certificate
to collateralize further any transaction described in this paragraph. The
Fund shall cause all Securities released from collateral status to be
returned directly to the Custodian, and the Custodian shall receive from time
to time such return of collateral as may be tendered to it. In the event
that the Fund fails to specify in a Certificate the Series, the name of the
issuer, the title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the Custodian, the
Custodian shall not be under any obligation to deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its organization
documents and as disclosed in its most recent and currently effective
prospectus to lend the portfolio Securities of a Series, within 24 hours
after each loan of portfolio Securities the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect to each such
loan: (a) the Series to which the Securities to be loaned are specifically
allocated; (b) the name of the issuer and the title of the Securities;
(c) the number of shares or the principal amount loaned; (d) the date of loan
and delivery; (e) the total amount to be delivered to the Custodian against
the loan of the Securities, including the amount of cash collateral and the
premium, if any, separately identified; and (f) the name of the broker,
dealer or financial institution to which the loan was made. The Custodian
shall deliver the Securities thus designated to the broker, dealer or
financial institution to which the loan was made upon receipt of the total
amount designated as to be delivered against the loan of Securities. The
Custodian may accept payment in connection with a delivery otherwise than
through the Book-Entry System or Depository only in the form of a certified
or bank cashier's check payable to the order of the Fund or the Custodian
drawn on New York Clearing House funds and may deliver Securities in
accordance with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of Securities by
the Fund, the Fund shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan termination and return
of Securities: (a) the Series to which the Securities to be returned are
specifically allocated; (b) the name of the issuer and the title of the
Securities to be returned; (c) the number of shares or the principal amount
to be returned; (d) the date of termination; (e) the total amount to be
delivered by the Custodian (including the cash collateral for such Securities
minus any offsetting credits as described in said Certificate); and (f) the
name of the broker, dealer or financial institution from which the Securities
will be returned. The Custodian shall receive all Securities returned from
the broker, dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys held for the
account of the Series specified in the Certificate, the total amount payable
upon such return of Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the Custodian nor its
nominee shall be liable for any loss or damage, including counsel fees,
resulting from its action or omission to act or otherwise, either hereunder
or under any Margin Account Agreement, except for any such loss or damage
arising out of its own negligence or willful misconduct. The Custodian may,
with respect to questions of law arising hereunder or under any Margin
Account Agreement, apply for and obtain the advice and opinion of counsel to
the Fund or of its own counsel, at the expense of the Fund, and shall be
fully protected with respect to anything done or omitted by it in good faith
in conformity with such advice or opinion. The Custodian shall be liable to
the Fund for any loss or damage resulting from the use of the Book-Entry
System or any Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its employees or
agents.
2. Without limiting the generality of the foregoing, the Custodian
shall be under no obligation to inquire into, and shall not be liable for:
(a) The validity of the issue of any Securities purchased, sold or
written by or for the Fund, the legality of the purchase, sale or writing
thereof, or the propriety of the amount paid or received therefor;
(b) The legality of the issue or sale of any of the Fund's Shares,
or the sufficiency of the amount to be received therefor;
(c) The legality of the redemption of any of the Fund's Shares, or
the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any dividend by
the Fund;
(e) The legality of any borrowing by the Fund using Securities as
collateral;
(f) The legality of any loan of portfolio Securities pursuant to
Article XIV of this Agreement, nor shall the Custodian be under any duty or
obligation to see to it that any cash collateral delivered to it by a broker,
dealer or financial institution or held by it at any time as a result of such
loan of portfolio Securities of the Fund is adequate collateral for the Fund
against any loss it might sustain as a result of such loan. The Custodian
specifically, but not by way of limitation, shall not be under any duty or
obligation periodically to check or notify the Fund that the amount of such
cash collateral held by it for the Fund is sufficient collateral for the
Fund, but such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or obligation to see
that any broker, dealer or financial institution to which portfolio
Securities of the Fund are lent pursuant to Article XIV of this Agreement
makes payment to it of any dividends or interest which are payable to or for
the account of the applicable Series of the Fund during the period of such
loan or at the termination of such loan, provided, however, that the
Custodian shall promptly notify the Fund in the event that such dividends or
interest are not paid and received when due; or
(g) The sufficiency or value of any amounts of money and/or
Securities held in any Margin Account, Segregated Security Account or
Collateral Account in connection with transactions by the Fund. In addition,
the Custodian shall be under no duty or obligation to see that any broker,
dealer, futures commission merchant or Clearing Member makes payment to the
Fund of any variation margin payment or similar payment which the Fund may be
entitled to receive from such broker, dealer, futures commission merchant or
Clearing Member, to see that any payment received by the Custodian from any
broker, dealer, futures commission merchant or Clearing Member is the amount
the Fund is entitled to receive, or to notify the Fund of the Custodian's
receipt or non-receipt of any such payment; provided however that the
Custodian, upon the Fund's written request, shall, as Custodian, demand from
any broker, dealer, futures commission merchant or Clearing Member identified
by the Fund the payment of any variation margin payment or similar payment
that the Fund asserts it is entitled to receive pursuant to the terms of a
Margin Account Agreement or otherwise from such broker, dealer, futures
commission merchant or Clearing Member.
3. The Custodian shall not be liable for, or considered to be the
Custodian of, any money, whether or not represented by any check, draft or
other instrument for the payment of money, received by it on behalf of the
Fund until the Custodian actually receives and collects such money directly
or by the final crediting of the account representing the Fund's interest at
the Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall not be
liable for ascertaining or acting upon any calls, conversions, exchange,
offers, tenders, interest rate changes or similar matters relating to
Securities held in the Depository, unless the Custodian shall have actually
received timely notice from the Depository. In no event shall the Custodian
have any responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the Depository of
any amount payable upon Securities deposited in the Depository which may
mature or be redeemed, retired, called or otherwise become payable. However,
upon receipt of a Certificate from the Fund of an overdue amount on
Securities held in the Depository, the Custodian shall make a claim against
the Depository on behalf of the Fund, except that the Custodian shall not be
under any obligation to appear in, prosecute or defend any action, suit or
proceeding in respect to any Securities held by the Depository which in its
opinion may involve it in expense or liability, unless indemnity satisfactory
to it against all expense and liability be furnished as often as may be
required.
5. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from the Transfer
Agent of the Fund nor to take any action to effect payment or distribution by
the Transfer Agent of the Fund of any amount paid by the Custodian to the
Transfer Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount, if the Securities upon which such
amount is payable are in default, or if payment is refused after due demand
or presentation, unless and until (i) it shall be directed to take such
action by a Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such action.
7. The Custodian may appoint one or more banking institutions as
Depository or Depositories or as Sub-Custodian or Sub-Custodians, including,
but not limited to, banking institutions located in foreign countries, of
Securities and moneys at any time owned by the Fund, upon terms and
conditions approved in the Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the Fund's Board
adopted in accordance with Rule 17f-5 under the Investment Company Act of
1940, as amended. Notwithstanding anything to the contrary contained in this
Agreement, the Custodian shall hold harmless and indemnify the Fund from and
against any losses, actions, claims, demands, expenses and proceedings,
including counsel fees, that occur as a result of any act or omission of any
Foreign Sub-Custodian or Depository with respect to the safekeeping of moneys
and securities of the Fund.
8. The Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by it for
the account of the Fund are such as properly may be held by the Fund under
the provisions of its organization documents.
9. (a) The Custodian shall be entitled to receive and the Fund
agrees to pay to the Custodian all reasonable out-of-pocket expenses and such
compensation and fees as are specified on Schedule A hereto. The Custodian
shall not deem amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all fees for
such services shall be as set forth on Schedule B hereto and shall be
provided for the term of this Agreement without any automatic or unilateral
increase. The Custodian shall have the right to unilaterally increase the
figures on Schedule A on or after March 1, 1998 and on or after each
succeeding March 1 thereafter by an amount equal to 50% of the increase in
the Consumer Price Index for the calendar year ending on the December 31
immediately preceding the calendar year in which such March 1 occurs,
provided, however, that during each such annual period commencing on a
March 1, the aggregate increase during such period shall not be in excess of
10%. Any increase by the Custodian shall be specified in a written notice
delivered to the Fund at least thirty days prior to the effective date of the
increase. The Custodian may charge such compensation and any expenses
incurred by the Custodian in the performance of its duties pursuant to such
agreement against any money held by it for the account of the Fund. The
Custodian shall also be entitled to charge against any money held by it for
the account of the Fund the amount of any loss, damage, liability or expense,
including counsel fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement. The expenses which the Custodian may
charge against the account of the Fund include, but are not limited to, the
expenses of Sub-Custodians and foreign branches of the Custodian incurred in
settling outside of New York City transactions involving the purchase and
sale of Securities of the Fund.
(b) The Fund shall receive a credit for each calendar month
against such compensation and fees of the Custodian as may be payable by the
Fund with respect to such calendar month in an amount equal to the aggregate
of its Earnings Credit for such calendar month. In no event may any Earnings
Credits be carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law, transferred to,
or utilized by, any other person or entity, provided that any such
transferred Earnings Credit can be used only to offset compensation and fees
of the Custodian for services rendered to such transferee and cannot be used
to pay the Custodian's out-of-pocket expenses. For purposes of this sub-
section (b), the Fund is permitted to transfer Earnings Credits only to The
Dreyfus Corporation, its affiliates and/or any investment company now or in
the future for which The Dreyfus Corporation or any of its affiliates acts as
the sole investment adviser. For purposes of this sub-section (b), a fiscal
year shall mean the twelve-month period commencing on the effective date of
this Agreement and on each anniversary thereof.
10. The Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the Custodian and
reasonably believed by the Custodian to be a Certificate. The Custodian
shall be entitled to rely upon any Oral Instructions and any Written
Instructions actually received by the Custodian pursuant to Article IV or XI
hereof. The Fund agrees to forward to the Custodian a Certificate or
facsimile thereof, confirming such Oral Instructions or Written Instructions
in such manner so that such Certificate or facsimile thereof is received by
the Custodian, whether by hand delivery, telex or otherwise, by the close of
business of the same day that such Oral Instructions or Written Instructions
are given to the Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian shall in no way
affect the validity of the transactions or enforceability of the transactions
hereby authorized by the Fund. The Fund agrees that the Custodian shall
incur no liability to the Fund in acting upon Oral Instructions given to the
Custodian hereunder concerning such transactions, provided such instructions
reasonably appear to have been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by
the Custodian to be given in accordance with the terms and conditions of any
Margin Account Agreement. Without limiting the generality of the foregoing,
the Custodian shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained in any such
instrument or other notice including, without limitation, any specification
of any amount to be paid to a broker, dealer, futures commission merchant or
Clearing Member.
12. The books and records pertaining to the Fund which are in the
possession of the Custodian shall be the property of the Fund. Such books
and records shall be prepared and maintained as required by the Investment
Company Act of 1940, as amended, and other applicable securities laws and
rules and regulations. The Fund, or the Fund's authorized representatives,
shall have access to such books and records during the Custodian's normal
business hours. Upon the reasonable request of the Fund, copies of any such
books and records shall be provided by the Custodian to the Fund or the
Fund's authorized representative at the Fund's expense.
13. The Custodian shall provide the Fund with any report obtained
by the Custodian on the system of internal accounting control of the Book-
Entry System or the Depository, or O.C.C., and with such reports on its own
systems of internal accounting control as the Fund may reasonably request
from time to time.
14. The Fund agrees to indemnify the Custodian against and save
the Custodian harmless from all liability, claims, losses and demands
whatsoever, including attorney's fees, howsoever arising or incurred because
of or in connection with the Custodian's payment or non-payment of checks
pursuant to paragraph 6 of Article XII as part of any check redemption
privilege program of the Fund, except for any such liability, claim, loss and
demand arising out of the Custodian's own negligence or willful misconduct.
15. Subject to the foregoing provisions of this Agreement, the
Custodian may deliver and receive Securities, and receipts with respect to
such Securities, and arrange for payments to be made and received by the
Custodian in accordance with the customs prevailing from time to time among
brokers or dealers in such Securities.
16. The Custodian shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set
forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against the Custodian.
ARTICLE XVI
TERMINATION
1. (a) Any termination may be effected only by the terminating
party giving to the other party a notice in writing specifying the date of
such termination, which shall be not less than two hundred seventy (270) days
after the date of giving of such notice.
(b) The Fund may at any time terminate this Agreement if the
Custodian has materially breached its obligations under this Agreement and
such breach has remained uncured for a period of thirty days after the
Custodian's receipt from the Fund of written notice specifying such breach.
(c) Either party, immediately upon written notice to the
other party, may terminate this Agreement upon the Merger or Bankruptcy of
the other party.
(d) The Fund may at any time terminate this Agreement if the
Custodian has materially breached its obligations under the "Amendment to
Transfer Agency Agreements" dated August 18, 1989 and has not cured such
breach as promptly as practicable and in any event within seven days of its
receipt of written notice of such breach, provided that the Custodian shall
not be permitted to cure any such material breach arising from the willful
misconduct of the Custodian.
In the event notice of termination is given by the Fund, it shall
be accompanied by a copy of a resolution of the Fund's Board, certified by
the Secretary or any Assistant Secretary, electing to terminate this
Agreement and designating a successor custodian or custodians, each of which
shall be a bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. In the event notice of termination
is given by the Custodian, the Fund shall, on or before the termination date,
deliver to the Custodian a copy of a resolution of its Board, certified by
the Secretary or any Assistant Secretary, designating a successor custodian
or custodians. In the absence of such designation by the Fund, the Custodian
may designate a successor custodian which shall be a bank or trust company
having not less than $2,000,000 aggregate capital, surplus and undivided
profits. Upon the date set forth in such notice, this Agreement shall
terminate and the Custodian shall, upon receipt of a notice of acceptance by
the successor custodian, on that date deliver directly to the successor
custodian all Securities and moneys then owned by the Fund and held by it as
Custodian, after deducting all fees, expenses and other amounts for the
payment or reimbursement of which it shall then be entitled.
2. If a successor custodian is not designated by the Fund or the
Custodian in accordance with the preceding paragraph, the Fund shall, upon
the date specified in the notice of termination of this Agreement and upon
the delivery by the Custodian of all Securities (other than Securities held
in the Book-Entry System which cannot be delivered to the Fund) and moneys
then owned by the Fund, be deemed to be its own custodian, and the Custodian
shall thereby be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities held in the Book-
Entry System, in any Depository or by a Clearing Member which cannot be
delivered to the Fund, to hold such Securities hereunder in accordance with
this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate setting forth the
names of the present Authorized Persons. The Fund agrees to furnish to the
Custodian a new Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person or in the event
that other or additional Authorized Persons are elected or appointed. Until
such new Certificate shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement upon Oral
Instructions or signatures of the present Authorized Persons as set forth in
the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate signed by two of
the present Officers of the Fund setting forth the names of the present
Officers of the Fund. The Fund agrees to furnish to the Custodian a new
Certificate in similar form in the event any such present Officer ceases to
be an Officer of the Fund, or in the event that other or additional Officers
are elected or appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the provisions of this
Agreement upon the signatures of the Officers as set forth in the last
delivered Certificate.
3. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and mailed or delivered to
it at its offices at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, or at such other place as the Custodian may from time to time
designate in writing.
4. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund, shall be sufficiently
given if addressed to the Fund and mailed or delivered to it at its offices
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such
other place as the Fund may from time to time designate in writing.
5. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the same
formality as this Agreement and approved by a resolution of the Fund's Board.
6. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without the
written consent of the Custodian, or by the Custodian without the written
consent of the Fund, authorized or approved by a resolution of its Board.
7. This Agreement shall be construed in accordance with the laws
of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
9. This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund. The obligations of this Agreement shall
only be binding upon the assets and property of the Fund and shall not be
binding upon any trustee, officer or shareholder of the Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.
DREYFUS PREMIER INSURED MUNICIPAL
BOND FUND
By: __________________________
Attest:
THE BANK OF NEW YORK
By: __________________________
Attest:
Appendix A
DREYFUS PREMIER INSURED MUNICIPAL BOND FUND
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN ACCOUNT
FOR PORTFOLIO SECURITIES TRANSACTIONS
Group I Group II
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ I. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
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Cash Account
1. Fees payable to The Bank of New York pursuant to written agreement with
the Fund for services rendered in its capacity as Custodian or agent of
the Fund, or to Dreyfus Transfer, Inc. in its capacity as Transfer Agent
or agent of the Fund:
Two (2) signatures required, one of which must be from Group
II, except that no individual shall be authorized to sign more than
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either Group I or
Group II, or both such Groups, except that no individual shall be
authorized to sign more than once.
3. Other expenses of the Fund, over $5,000 but not over $25,000:
Two (2) signatures required, one of which must be from Group
II, except that no individual shall be authorized to sign more than
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group II,
including any one of the following: ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., except that no individual
shall be authorized to sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇,
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▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and all current
Portfolio Managers.
Appendix B
DREYFUS PREMIER INSURED MUNICIPAL BOND FUND
The undersigned Officers of the Fund do hereby certify that the
following individuals, whose specimen signatures are on file with The Bank of
New York, have been duly elected or appointed by the Fund's Board to the
position set forth opposite their names and have qualified therefor:
Name Position
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President and Treasurer
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President and Secretary
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President and Assistant
Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President and Assistant
Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President and Assistant
Secretary
▇▇▇▇ ▇. ▇▇▇▇▇ Vice President and Assistant
Secretary
▇▇▇▇▇▇ ▇. Tower, III Vice President and Assistant
Treasurer
▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President and Assistant
Treasurer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Vice President and Assistant
Treasurer
______________________________ ______________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President and Assistant Vice President and Assistant
Secretary Secretary
Appendix C
The following are designated publications for purposes of
paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
The New York Times
Standard & Poor's Called Bond Record
The Wall Street Journal
Appendix D
Name of Series
Schedule A
The fees payable to the Custodian with respect to securities held
in domestic custody are annexed hereto.
DOMESTIC CUSTODY FEES
CUSTODY
HOLDING FEES TRANSACTION FEES
1 BP FIRST 500MM BOOK
1/2 BP ON NEXT 1.5B $7 PER
1/4 ON EXCESS
GLOBAL PHYSICAL
REVISED FEES BASED ON COUNTRY $13 PER
PAYDOWNS
$6 PER
NOTE: NO CHANGE TO HOLDING
FEE FOR THE FOLLOWING
TWO (2 FUNDS)
THE FOLLOWING TRANSACTIONS
DREYFUS LIQUID ASSETS, INC. REMAIN THE SAME
DREYFUS AMERICA EURO CD $40.00
PHYSICAL PUTS $20.00
SUB CUST. BOOK $20.00
TIME DEPOSITS $20.00
PRINCIPAL PAYM'TS $15.00
PTC SETTLEMENT $15.00
GNMA $10.00
MARGIN $5.00
FUTURES $5.00
OPTIONS $5.00
GLOBAL
REVISED FEES BASED ON COUNTRY
EARNINGS CREDIT BASED ON 100% OF CUSTODY BALANCES,
LESS DEPOSIT RESERVE REQUIREMENTS AND F.D.I.C. INSURANCE
Schedule B
The fees payable to the Custodian with respect to securities held
in foreign custody are annexed hereto.
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
SAFEKEEPING TRANSACTIONS
ARGENTINA 20 b.p. $ 70
AUSTRALIA 7 b.p. 50
AUSTRIA 7 b.p. 60
BANGLADESH 40 b.p. ▇▇▇
▇▇▇▇▇▇▇ 7 b.p. 75
BRAZIL 45 b.p. 35
CANADA 7 b.p. 15
CHILE 35 b.p. 65
CHINA 25 b.p. ▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇.▇. ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 25 b.p. 55
DENMARK 7 b.p. 65
EUROMARKET/CEDEL 5 b.p. 15
FINLAND 10 b.p. 70
FRANCE 7 b.p. 70
GERMANY 7 b.p. 35
GREECE 30 b.p. 145
HONG KONG 12 b.p. 80
HUNGARY 65 b.p. 200
INDIA 50 b.p. 175
INDONESIA 12 b.p. 75
IRELAND 7 b.p. 50
ISRAEL 75 b.p. 55
ITALY 7 b.p. 75
JAPAN 7 b.p. 15
LUXEMBOURG 6.5 b.p. 75
MALAYSIA 13 b.p. 100
MEXICO 12 b.p. 60
NETHERLANDS 7 b.p. 15
NEW ZEALAND 7 b.p. 50
▇▇▇▇▇▇ ▇ ▇.▇. ▇▇
▇▇▇▇▇▇▇▇ 40 b.p. 150
PERU 65 b.p. ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ 12.5 b.p. 150
POLAND 50 b.p. 150
PORTUGAL 25 b.p. 220
SINGAPORE 10 b.p. ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 7 b.p. 50
SOUTH KOREA 13 b.p. ▇▇
▇▇▇▇▇ ▇ ▇.▇. ▇▇
▇▇▇ ▇▇▇▇▇ 20 b.p. 60
SWEDEN 7 b.p. 50
▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇.▇. ▇▇
▇▇▇▇▇▇ ▇▇ b.p. 140
THAILAND 7 b.p. ▇▇
▇▇▇▇▇▇ ▇▇ ▇.▇. ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 7 b.p. 35
URUGUAY * 55 b.p. 75
VENEZUELA 45 b.p. 75
* $4,000 Per Year, Per Account.
OUT-OF-POCKET EXPENSES
TELEX, TELEPHONE, SECURITIES REGISTRATION, ETC., ARE IN ADDITION TO THE
ABOVE.