Exhibit C
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
DEFINITIONS..................................................................2
ARTICLE I - CUSTODY PROVISIONS...............................................5
1. Appointment of Custodian...............................................5
2. Custody of Cash and Securities.........................................5
3. Settlement of Fund Transactions........................................9
4. Lending of Securities.................................................10
5. Persons Having Access to Assets of the Fund...........................10
6. Standard of Care; Limit of Custodial Responsibilities.................10
7. Appointment of Subcustodians..........................................12
8. Overdraft Facility and Security for Payment...........................12
9. Tax Obligations.......................................................13
ARTICLE II - FOREIGN CUSTODY MANAGER SERVICES...............................15
1. Delegation............................................................15
2. Changes to Appendix B.................................................15
3. Reports to Board......................................................15
4. Monitoring System.....................................................15
5. Standard of Care......................................................15
6. Use of Securities Depositories........................................16
ARTICLE III - Information Services..........................................17
1. Risk Analysis.........................................................17
2. Monitoring of Securities Depositories.................................17
3. Use of Agents.........................................................17
4. Exercise of Reasonable Care...........................................17
5. Liabilities and Warranties............................................17
ARTICLE IV - GENERAL PROVISIONS.............................................18
1. Compensation..........................................................18
2. Insolvency of Foreign Custodians......................................18
3. Liability for Depositories............................................18
4. Damages...............................................................18
5. Indemnification; Liability of the Fund................................19
6. Force Majeure.........................................................19
7. Termination...........................................................19
8. Books and Records.....................................................20
9. Miscellaneous.........................................................20
APPENDIX A List of Authorized Persons.....................................23
APPENDIX B Selected Countries.............................................24
APPENDIX C Self Custody Rider.............................................25
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
This AGREEMENT is effective as of _______________________, 2001, and is
between __________________________, (the "Fund") [a business trust/ corporation]
organized under the laws of the [Commonwealth of Massachusetts/State of
Maryland] having its principal office and place of business at
______________________, and BOSTON SAFE DEPOSIT AND TRUST COMPANY, (the
"Custodian") a Massachusetts trust company with its principal place of business
at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [MELLON BANK, N.A., (the
"Custodian"), a national banking association with its principal place of
business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇].
W I T N E S S E T H:
WHEREAS, the Fund and the Custodian desire to set forth their agreement
with respect to the custody of the Fund's Securities and cash and the processing
of Securities transactions;
WHEREAS, the Board desires to delegate certain of its responsibilities for
performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of
Rule 17f-5 to the Custodian as a Foreign Custody Manager (as defined in Rule
17f-5);
WHEREAS, the Custodian agrees to accept such delegation with respect to
Assets, including those held by Foreign Custodians in the Selected Countries;
and
WHEREAS, the Custodian meets the requirements of a Primary Custodian and
agrees to perform the function of a Primary Custodian under Rule 17f-7;
NOW THEREFORE, the Fund and the Custodian agree as follows:
DEFINITIONS
The following words and phrases, unless the context requires otherwise, shall
have the following meanings:
1. "Act": the Investment Company Act of 1940 and the Rules and
Regulations thereunder, all as amended from time to time.
2. "Agreement": this agreement and any amendments.
3. "Assets": any of the Fund's investments, including foreign
currencies and investments for which the primary market is outside
the United States, and such cash and cash equivalents as are
reasonably necessary to effect the Fund's transactions in such
investments.
4. "Authorized Person": any person, whether or not any such person is
an officer or employee of the Fund, duly authorized by the Board to
give Instructions on behalf of the Fund, who is listed in the
Certificate annexed hereto as Appendix A or such other -----------
Certificate as may be received by the Custodian from time to time.
5. "Board": the Board of Directors (or the body authorized to exercise
authority similar to that of the board of directors of a
corporation) of the Fund.
6. "Book-Entry System": the Federal Reserve/Treasury book-entry system
for United States and federal agency Securities, its successor or
successors and its nominee or nominees.
7. "Business Day": each day on which the Fund is required to determine
its net asset value, and any other day on which the Securities and
Exchange Commission may require the Fund to be open for business.
8. "Certificate": any notice, instruction or other instrument in
writing, authorized or required by this Agreement to be given to the
Custodian, which is actually received by the Custodian and signed on
behalf of the Fund by an Authorized Person.
9. "Country Risk": all factors reasonably related to the systemic risk
of holding assets in a particular country including, but not limited
to, such country's financial infrastructure (including Securities
Depositories), prevailing or developing custody and settlement
practices and laws applicable to the safekeeping and recovery of
Assets held in custody.
10. "Eligible Securities Depository": the meaning of the term set forth
in Rule 17f-7(b)(1).
11. "Foreign Custodian": (a) a banking institution or trust company
incorporated or organized under the laws of a country other than the
United States, that is regulated as such by the country's government
or an agency of the country's government; (b) a majority-owned
direct or indirect subsidiary of a U.S. Bank or bank holding
company; or (c) any entity other than a Securities Depository with
respect to which exemptive or no-action relief has been granted by
the Securities and Exchange Commission to permit it to hold Assets
of a registered investment company. For the avoidance of doubt, the
term "Foreign Custodian" shall not include Euroclear, Clearstream,
or any other transnational system for the central handling of
securities or equivalent book-entries regardless of whether or not
such entities or their service providers are acting in a custodial
capacity with respect to Assets, Securities or other property of the
Fund.
12. "Instructions": directions and instructions to the Custodian from an
Authorized Person in writing by facsimile or electronic transmission
subject to the Custodian's practices or any other method
specifically agreed upon, provided that the Custodian may, in its
discretion, accept oral directions and instructions from an
individual it reasonably believes to be an Authorized Person and may
require confirmation in writing.
13. "Primary Custodian": the meaning set forth in Rule 17f-7(b)(2).
14. "Prospectus": the Fund's current prospectus and statement of
additional information relating to the registration of the Fund's
Shares under the Securities Act of 1933, as amended.
15. "Risk Analysis": the analysis required under Rule 17f-7(a)(1)(i)(A).
16. "Rules 17f-4, 17f-5 and 17f-7": such Rules as promulgated under
Section 17(f) of the Act, as such rules (and any successor rules or
regulations) may be amended from time to time.
17. "Security" or "Securities": bonds, debentures, notes, stocks,
shares, evidences of indebtedness, options, futures, warrants and
other securities, commodities, interests and investments from time
to time owned by the Fund.
18. "Securities Depository": a system for the central handling of
securities as defined in Rule 17f-4.
19. "Selected Countries": the jurisdictions listed on Appendix B as such
may be amended from time to time in accordance with Article II.
20. "Shares" shares of the Fund, however designated.
21. "Transfer Agent": the person which performs the transfer agent
functions for the Fund.
22. "U.S. Bank": the meaning set forth in Rule 17f-5(a)(7).
ARTICLE I
CUSTODY PROVISIONS
1. Appointment of Custodian. The Board appoints the Custodian, and the
Custodian accepts such appointment, as custodian of all the Securities and
monies at the time owned by or in the possession of the Fund during the period
of this Agreement.
2. Custody of Cash and Securities.
(a) Receipt and Holding of Assets. The Fund will deliver or cause to be
delivered to the Custodian all Securities and monies owned by it at
any time during the period of this Agreement. The Custodian will not
be responsible for such Securities and monies until actually
received. The Custodian shall establish and maintain a separate
account for the Fund and shall credit to the separate account all
Securities and monies so received. The Board specifically authorizes
the Custodian to hold Securities, Assets or other property of the
Fund with any domestic subcustodian, or Securities Depository; and
Foreign Custodians or Eligible Securities Depositories in the
Selected Countries as provided in Article II. Securities and monies
of the Fund deposited in a Securities Depository or Eligible
Securities Depositories will be reflected in an account or accounts
which include only assets held by the Custodian or a Foreign
Custodian for its customers.
(b) Disbursements of Cash and Delivery of Securities. The Custodian
shall disburse cash or deliver out Securities only for the purposes
listed below. Instructions must specify or evidence the purpose for
which any transaction is to be made and the Fund shall be solely
responsible to assure that Instructions are in accord with any
limitations or restrictions applicable to the Fund.
(1) In payment for Securities purchased for the Fund, upon receipt
of such Securities in accord with market practice;
(2) In payment of dividends or distributions with respect to
Shares;
(3) In payment for Shares which have been redeemed by the Fund;
(4) In payment of taxes;
(5) When Securities are called, redeemed, retired, or otherwise
become payable;
(6) In exchange for or upon conversion into other securities alone
or other securities and cash pursuant to any plan or merger,
consolidation, reorganization, recapitalization or
readjustment;
(7) Upon conversion of Securities pursuant to their terms into
other securities;
(8) Upon exercise of subscription, purchase or other similar
rights represented by Securities;
(9) For the payment of interest, management or supervisory fees,
distributions or operating expenses;
(10) In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund;
(11) In connection with any borrowings by the Fund or short sales
of securities requiring a pledge of Securities, but only
against receipt of amounts borrowed;
(12) In connection with any loans, but only against receipt of
adequate collateral as specified in Instructions which shall
reflect any restrictions applicable to the Fund;
(13) For the purpose of redeeming Shares of the Fund and the
delivery to, or the crediting to the account of, the Custodian
or the Fund's transfer agent, net amounts payable with respect
to such Shares to be redeemed;
(14) For the purpose of redeeming in kind Shares of the Fund
against delivery to the Custodian or the Transfer Agent of
such Shares to be so redeemed;
(15) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund. The
Custodian will act only in accordance with Instructions in the
delivery of Securities to be held in escrow and will have no
responsibility or liability for any such Securities which are
not returned promptly when due other than to make proper
requests for such return;
(16) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from Securities
or related transactions;
(17) When Securities are sold by the Fund, upon receipt of the
total amount payable to the Fund therefore, in accord with
market practice;
(18) Upon the termination of this Agreement; and
(19) Pursuant to a Certificate setting forth the name and address
of the person to whom the payment is to be made, the account
from which payment is to be made, the amount to be paid and
the purpose for which payment is to be made, provided that in
the event of disbursements pursuant to this paragraph 19 of
Section 2(b), the Fund shall indemnify and hold the Custodian
harmless from any claims or losses arising out of such
disbursements in reliance on such Certificate.
(c) Actions Which May be Taken Without Instructions. Unless an
Instruction to the contrary is received, the Custodian shall:
(1) Collect all income due or payable, provided that the Custodian
shall not be responsible for the failure to receive payment of
(or late payment of) distributions or other payments with
respect to Securities or other property held in the account;
(2) Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed, retired or
otherwise become payable. Notwithstanding the foregoing, the
Custodian shall have no responsibility to the Fund for
monitoring or ascertaining any call, redemption or retirement
dates with respect to put bonds or similar instruments which
are owned by the Fund and held by the Custodian or its
nominees where such dates are not published in sources
routinely used by the Custodian. The Custodian shall have no
responsibility or liability to the Fund for any loss by the
Fund for any missed payments or other defaults resulting
therefrom when information is not published in sources
routinely used by the Custodian, unless the Custodian received
timely notification from the Fund specifying the time, place
and manner for the presentment of any such put bond owned by
the Fund and held by the Custodian or its nominee. The
Custodian shall not be responsible and assumes no liability
for the accuracy or completeness of any notification the
Custodian may furnish to the Fund with respect to put bonds or
similar instruments;
(3) Surrender Securities in temporary form for definitive
Securities;
(4) Hold directly, or through a Securities Depository with respect
to Securities therein deposited, for the account of the Fund
all rights and similar Securities issued with respect to any
Securities held by the Custodian hereunder for the Fund;
(5) Submit or cause to be submitted to Fund or its investment
advisor, as designated by Fund, information actually received
by the Custodian regarding ownership rights pertaining to
property held for the Fund;
(6) Deliver or cause to be delivered any Securities held for the
Fund in exchange for other Securities or cash issued or paid
in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(7) Deliver Securities upon the receipt of payment in connection
with any repurchase agreement related to such Securities
entered into by the Fund;
(8) Deliver Securities owned by the Fund to the issuer thereof or
its agent when such Securities are called, redeemed, retired
or otherwise become payable; provided, however, that in any
such case the cash or other consideration is to be delivered
to the Custodian. Notwithstanding the foregoing, the Custodian
shall have no responsibility to the Fund for monitoring or
ascertaining any call, redemption or retirement dates with
respect to put bonds or similar instruments which are owned by
the Fund and held by the Custodian or its nominee where such
dates are not published in sources routinely used by the
Custodian. The Custodian shall have no responsibility or
liability to the Fund for any loss by the Fund for any missed
payment or other default resulting therefrom when information
is not published in sources routinely used by the Custodian,
unless the Custodian received timely notification from the
Fund specifying the time, place and manner for the presentment
of any such put bond owned by the Fund and held by the
Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability to the Fund for the
accuracy or completeness of any notification the Custodian may
furnish to the Fund with respect to put bonds or similar
investments;
(9) Endorse and collect all checks, drafts or other orders for the
payment of money received by the Custodian for the account of
the Fund; and
(10) Execute any and all documents, agreements or other instruments
as may be necessary or desirable for the accomplishment of the
purposes of this Agreement.
(d) Confirmation and Statements. Promptly after the close of business on
each day, the Custodian shall furnish the Fund with confirmations
and a summary of all transfers to or from the account of the Fund
during the day. Where securities purchased by the Fund are in a
fungible bulk of securities registered in the name of the Custodian
(or its nominee) or shown in the Custodian's account on the books of
a Securities Depository, the Custodian shall by book-entry or
otherwise identify the quantity of those securities belonging to the
Fund. At least monthly, the Custodian shall furnish the Fund with a
detailed statement of the Securities and monies held for the Fund
under this Agreement.
(e) Registration of Securities. The Custodian is authorized to hold all
Securities, Assets, or other property of the Fund in nominee name,
in bearer form or in book-entry form. The Custodian may register any
Securities, Assets or other property of the Fund in the name of the
Fund, in the name of the Custodian, any domestic subcustodian, or
Foreign Custodian, in the name of any duly appointed registered
nominee of such entity, or in the name of a Securities Depository or
its successor or successors, or its nominee or nominees. The Fund
agrees to furnish to the Custodian appropriate instruments to enable
the Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of a
Securities Depository, any Securities which it may hold for the
account of the Fund and which may from time to time be registered in
the name of the Fund.
(f) Segregated Accounts. Upon receipt of Instruction, the Custodian
will, from time to time establish segregated accounts on behalf of
the Fund to hold and deal with specified assets as shall be
directed.
3. Settlement of Fund Transactions.
(a) Customary Practices. Settlement of transactions may be effected in
accordance with trading and processing practices customary in the
jurisdiction or market where the transaction occurs. The Fund
acknowledges that this may, in certain circumstances, require the
delivery of cash or Securities (or other property) without the
concurrent receipt of Securities (or other property) or cash. In
such circumstances, the Custodian shall have no responsibility for
nonreceipt of payments (or late payment) or nondelivery of
Securities or other property (or late delivery) by the counterparty.
(b) Contractual Income. Unless the parties agree to the contrary, the
Custodian shall credit the Fund; in accordance with the Custodian's
standard operating procedure, with income and maturity proceeds on
securities on contractual payment date, net of any taxes, or upon
actual receipt. To the extent the Custodian credits income on
contractual payment date, the Custodian may reverse such accounting
entries with back value to the contractual payment date if the
Custodian reasonably believes that such amount will not be received.
(c) Contractual Settlement. Unless the parties agree to the contrary,
the Custodian will attend to the settlement of securities
transactions in accordance with the Custodian's standard operating
procedure, on the basis of either contractual settlement date
accounting or actual settlement date accounting. To the extent the
Custodian settles certain securities transactions on the basis of
contractual settlement date accounting, the Custodian may reverse
with back value to the contractual settlement date any entry
relating to such contractual settlement if the Custodian reasonably
believes that such amount will not be received.
4. Lending of Securities. The Custodian may lend the assets of the Fund in
accordance with the terms and conditions of a separate securities lending
agreement.
5. Persons Having Access to Assets of the Fund.
(a) No trustee or agent of the Fund, and no officer, director, employee
or agent of the Fund's investment adviser, of any sub-investment
adviser of the Fund, or of the Fund's administrator, shall have
physical access to the assets of the Fund held by the Custodian or
be authorized or permitted to withdraw any investments of the Fund,
nor shall the Custodian deliver any assets of the Fund to any such
person. No officer, director, employee or agent of the Custodian who
holds any similar position with the Fund's investment adviser, with
any sub-investment adviser of the Fund or with the Fund's
administrator shall have access to the assets of the Fund.
(b) Nothing in this Section 5 shall prohibit any duly authorized
officer, employee or agent of the Fund, or any duly authorized
officer, director, employee or agent of the investment adviser, of
any sub-investment adviser of the Fund or of the Fund's
administrator, from giving Instructions to the Custodian or
executing a Certificate so long as it does not result in delivery of
or access to assets of the Fund prohibited by paragraph (a) of this
Section 5.
6. Standard of Care; Limit of Custodial Responsibilities.
(a) Standard of Care. In connection with its duties and responsibilities
under this Article I, the Custodian shall not be liable for any loss
or damage, including counsel fees, resulting from its action or
omission to act or otherwise, except for any such loss or damage
arising out of the negligence or willful misconduct of the
Custodian, its employees, agents or domestic subcustodians. The
Custodian may, with respect to questions of law, apply for and
obtain the advice and opinion of counsel to the Fund or of its own
counsel, at the expense of the Fund, and shall be fully protected
with respect to anything reasonably done or omitted by it in
conformity with such advice or opinion.
(b) Limit of Duties. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into,
and shall not be liable for:
(1) The acts or omissions of any agent appointed pursuant to
Instructions of the Fund or its investment advisor including,
but not limited to, any broker-dealer or other entity to hold
any Securities or other property of the Fund as collateral or
otherwise pursuant to any investment strategy;
(2) The validity of the issue of any Securities purchased by the
Fund, the legality of the purchase thereof, or the propriety
of the amount paid therefor;
(3) The legality of the sale of any Securities by the Fund or the
propriety of the amount for which the same are sold;
(4) The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
(5) The legality of the redemption of any Shares, or the propriety
of the amount to be paid therefor;
(6) The legality of the declaration or payment of any distribution
of the Fund;
(7) The legality of any borrowing for temporary or emergency
purposes.
(c) No Liability Until Receipt. The Custodian shall not be liable for,
or considered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the payment
of money, received by it on behalf of the Fund until the Custodian
actually receives and collects such money, directly or by the final
crediting of the account representing the Fund's interest in the
Book- Entry System or Securities Depository.
(d) Amounts Due from Transfer Agent. The Custodian shall not be required
to effect collection of any amount due to the Fund from the Transfer
Agent nor be required to cause payment or distribution by the
Transfer Agent of any amount paid by the Custodian to the Transfer
Agent.
(e) Collection Where Payment Refused. The Custodian shall not be
required to take action to effect collection of any amount, if the
Securities upon which such amount is payable are in default, or if
payment is refused after due demand or presentation, unless and
until it shall be directed to take such action and it shall be
assured to its satisfaction of reimbursement of its related costs
and expenses.
(f) No Duty to Ascertain Authority. The Custodian shall not be under any
duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Fund are such as may properly be
held by the Fund under the provisions of its governing instruments
or Prospectus.
(g) Reliance on Instructions. The Custodian shall be entitled to rely
upon any Certificate, Instruction, notice or other instrument in
writing received by the Custodian and reasonably believed by the
Custodian to be genuine and to be signed by an Authorized Person of
the Fund. Where the Custodian is issued Instructions orally, the
Fund acknowledges that if written confirmation is requested, the
validity of the transactions or enforceability of the transactions
authorized by the Fund shall not be affected if such confirmation is
not received or is contrary to oral Instructions given. The
Custodian shall be under no duty to question any direction of an
Authorized Person, to review any property held in the Fund's
account, to make any suggestions with respect to the investment of
the Assets in the Fund's account, or to evaluate or question the
performance of any Authorized Person. The Custodian shall not be
responsible or liable for any diminution of value of any Securities
or other property held by the Custodian, absent a breach of the
Custodian's duties under this Agreement.
7. Appointment of Subcustodians. The Custodian is hereby authorized to appoint
one or more domestic subcustodians (which may be an affiliate of the Custodian)
to hold Securities and monies at any time owned by the Fund. The Custodian is
also hereby authorized when acting pursuant to Instructions to: 1) place Assets
with any Foreign Custodian located in a jurisdiction which is not a Selected
Country and with Euroclear, Clearstream, or any other transnational depository;
and 2) place Assets with a broker or other agent as subcustodian in connection
with futures, options, short selling or other transactions. When acting pursuant
to such Instructions, the Custodian shall not be liable for the acts or
omissions of any subcustodian so appointed.
8. Overdraft Facility and Security for Payment. In the event that the
Custodian receives Instructions to make payments or transfers of monies on
behalf of the Fund for which there would be, at the close of business on the
date of such payment or transfer, insufficient monies held by the Custodian on
behalf of the Fund, the Custodian may, in its sole discretion, provide an
overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the
completion of such payment or transfer. Any Overdraft provided hereunder: (a)
shall be payable on the next Business Day, unless otherwise agreed by the Fund
and the Custodian; and (b) shall accrue interest from the date of the Overdraft
to the date of payment in full by the Fund at a rate agreed upon from time to
time, by the Custodian and the Fund or, in the absence of specific agreement, at
such rate as charged to other customers of Custodian under procedures uniformly
applied. The Custodian and the Fund acknowledge that the purpose of such
Overdraft is to temporarily finance the purchase of Securities for prompt
delivery in accordance with the terms hereof, to meet unanticipated or unusual
redemptions, to allow the settlement of foreign exchange contracts or to meet
other unanticipated Fund expenses. The Custodian shall promptly notify the Fund
(an "Overdraft Notice") of any Overdraft. To secure payment of any Overdraft,
the Fund hereby grants to the Custodian a continuing security interest in and
right of setoff against the Securities and cash in the Fund's account from time
to time in the full amount of such Overdraft. Should the Fund fail to pay
promptly any amounts owed hereunder, the Custodian shall be entitled to use
available cash in the Fund's account and to liquidate Securities in the account
as necessary to meet the Fund's obligations under the Overdraft. In any such
case, and without limiting the foregoing, the Custodian shall be entitled to
take such other actions(s) or exercise such other options, powers and rights as
the Custodian now or hereafter has as a secured creditor under the Massachusetts
Uniform Commercial Code or any other applicable law.
9. Tax Obligations. For purposes of this Agreement, "Tax Obligations" shall
mean taxes, withholding, certification and reporting requirements, claims for
exemptions or refund, interest, penalties, additions to tax and other related
expenses. To the extent that the Custodian has received relevant and necessary
information with respect to the Fund's account, the Custodian shall perform the
following services with respect to Tax Obligations:
a. the Custodian shall file claims for exemptions or refunds with respect
to withheld foreign (non-U.S.) taxes in instances in which such claims are
appropriate;
b. the Custodian shall withhold appropriate amounts, as required by U.S.
tax laws, with respect to amounts received on behalf of nonresident aliens; and
c. the Custodian shall provide to the Fund or an Authorized Person such
information received by the Custodian which could, in the Custodian's reasonable
belief, assist the Fund or the Authorized Person in the submission of any
reports or returns with respect to Tax Obligations. The Fund shall inform the
Custodian in writing as to which party or parties shall receive information from
the Custodian.
The Custodian shall provide such other services with respect to Tax
Obligations, including preparation and filing of tax returns and reports and
payment of amounts due (to the extent funded), as requested by the Fund and
agreed to by the Custodian in writing. The Custodian shall have no independent
obligation to determine the existence of any information with respect to, or the
extent of, any Tax Obligations now or hereafter imposed on the Fund or its
account by any taxing authority. Except as specifically provided herein or
agreed to in writing by the Custodian, the Custodian shall have no obligations
or liability with respect to Tax Obligations, including, without limitation, any
obligation to file or submit returns or reports with any taxing authorities.
In making payments to service providers pursuant to Instructions, the Fund
acknowledges that the Custodian is acting as a paying agent and not as the
payor, for tax information reporting and withholding purposes.
ARTICLE II
FOREIGN CUSTODY MANAGER SERVICES
1. Delegation. The Board delegates to the Custodian, and the Custodian hereby
agrees to accept, responsibility as the Fund's Foreign Custody Manager for
selecting, contracting with and monitoring Foreign Custodians in Selected
Countries set forth in Appendix B (except as noted therein) in accordance with
Rule 17f-5(c).
2. Changes to Appendix B. Appendix B may be amended from time to time to add
or delete jurisdictions by written agreement signed by an Authorized Person of
the Fund and the Custodian, but the Custodian reserves the right to delete
jurisdictions upon reasonable notice to the Fund.
3. Reports to Board. Custodian shall provide written reports notifying the
Board of the placement of Assets with a particular Foreign Custodian. Such
reports shall be provided to the Board quarterly, except as otherwise agreed by
the Custodian and the Fund. The Custodian shall promptly notify the Board, in
writing, of any material change in Fund's foreign custody arrangements.
4. Monitoring System. In each case in which the Custodian has exercised
delegated authority to place Assets with a Foreign Custodian, the Custodian
shall monitor the appropriateness of maintaining the Assets with such Foreign
Custodian, and the performance of the Foreign Custodian under its contract with
the Custodian, in accordance with Rule 17f-5(c)(3). The Custodian will notify
the Fund as soon as possible if an arrangement with a Foreign Custodian no
longer meets the requirements of Rule 17f-5, so that the Fund may withdraw its
Assets in accordance with Rule 17f-5(c)(3)(ii).
5. Standard of Care; Indemnity. In exercising the delegated authority under
this Article of the Agreement, the Custodian agrees to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of the Assets would exercise in like circumstances. Contracts with
Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for
reasonable care for Assets based on the standards applicable to Foreign
Custodians in the Selected Country. In making this determination, the Custodian
shall consider the factors set forth in Rule 17f-5(c)(1). In addition, the
Custodian shall hold the Fund harmless from, and indemnify the Fund against, any
loss, action, claim, demand, expense and proceeding, including counsel fees,
that occurs as a result of the failure of any Foreign Custodian to exercise
reasonable care with respect to the safekeeping of Securities and monies of the
Fund. Notwithstanding the generality of the foregoing, however, the Custodian
shall not be liable for any losses resulting from Country Risk.
6. Use of Securities Depositories. In exercising its delegated authority,
Custodian may assume, unless instructed in writing to the contrary, that the
Board or the Fund's investment adviser has determined, pursuant to Rule 17f-7,
to place and maintain foreign assets with any Securities Depository as to which
the Custodian has provided the Fund with a Risk Analysis.
[Balance of Page Intentionally Blank]
ARTICLE III
Information Services
1. Risk Analysis. The Custodian will provide the Fund with a Risk Analysis
with respect to Securities Depositories operating in the countries listed in
Appendix B. If the Custodian is unable to provide a Risk Analysis with respect
to a particular Securities Depository, it will notify the Fund. If a new
Securities Depository commences operation in one of the Appendix B countries,
the Custodian will provide the Fund with a Risk Analysis in a reasonably
practicable time after such Securities Depository becomes operational. If a new
country is added to Appendix B, the Custodian will provide the Fund with a Risk
Analysis with respect to each Securities Depository in that country within a
reasonably practicable time after the addition of the country to Appendix B.
2. Monitoring of Securities Depositories. The Custodian will monitor, on a
continuing basis, the custody risks associated with maintaining assets with each
Securities Depository for which it has provided the Fund with a Risk Analysis,
as required under Rule 17f-7. The Custodian will promptly notify Fund or its
investment adviser of any material change in these risks, or if the custody
arrangements with a Securities Depository may no longer meet the requirements of
Rule 17f-7.
3. Use of Agents. Subject to its standard of care in Section 4, below, The
Custodian may employ agents, including, but not limited to Foreign Custodians,
to perform its responsibilities under Sections 1 and 2 above.
4. Exercise of Reasonable Care. The Custodian will exercise reasonable care,
prudence, and diligence in performing its responsibilities under this Article
III. With respect to the Risk Analyses provided or monitoring performed by an
agent, the Custodian will exercise reasonable care in the selection of such
agent, and shall be entitled to rely upon information provided by agents so
selected in the performance of its duties and responsibilities under this
Article III, unless the Custodian knows or should have known such information to
be incorrect, incomplete or misleading.
5. Liabilities and Warranties. While the Custodian will take reasonable
precautions to ensure that information provided is accurate, the Custodian shall
have no liability with respect to information provided to it by third parties,
unless the Custodian knows or should have known such information to be
incorrect, incomplete or misleading. Except as provided, due to the nature and
source of information, and the necessity of relying on various information
sources, most of which are external to the Custodian, the Custodian shall have
no liability for direct or indirect use of such information.
ARTICLE IV
GENERAL PROVISIONS
1. Compensation.
[(a) The Fund will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees, including out of
pocket disbursements, set forth in a separate Fee Schedule, which
schedule may be modified by the Custodian upon not less than sixty
days prior written notice to the Fund. The Custodian shall also be
entitled to reimbursement from the Fund for the amount of any loss,
damage, liability or expense incurred with respect to the Fund,
including counsel fees, for which it shall be entitled to
reimbursement under the provisions of this Agreement.
(b) The Custodian will ▇▇▇▇ the Fund as soon as practicable after the
end of each calendar month. The Fund will promptly pay to the
Custodian the amount of such billing.
(c) If not paid timely by the Fund, and unless otherwise reasonably
disputed by the Fund, the Custodian may charge against assets held
on behalf of the Fund compensation and any expenses incurred by the
Custodian in the performance of its duties pursuant to this
Agreement. ]
[The Custodian will be deemed to be compensated for the performance of its
obligations hereunder by the payment by the Fund of investment management fees
to The Dreyfus Corporation, as investment adviser, pursuant to the investment
advisory agreement between the Fund and The Dreyfus Corporation.]
2. Insolvency of Foreign Custodians. The Custodian shall be responsible for
losses or damages suffered by the Fund arising as a result of the insolvency of
a Foreign Custodian only to the extent that the Custodian failed to comply with
the standard of care set forth in Article II with respect to the selection and
monitoring of such Foreign Custodian.
3. Liability for Depositories. The Custodian shall not be responsible for any
losses resulting from the deposit or maintenance of Securities, Assets or other
property of the Fund with a Securities Depository. Nothing in this provision
shall preclude damages for a breach of duties under Article III.
4. Damages. The Custodian shall not be liable for any indirect, consequential
or special damages with respect to its role as Foreign Custody Manager,
Custodian or information vendor, except as may arise from its bad faith or
willful misconduct in performing its responsibilities hereunder.
5. Liability of the Fund. The Fund and the Custodian agree that the
obligations of the Fund under this Agreement shall not be binding upon any of
the Directors, Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Fund individually, but are binding only
upon the assets and property of the Fund.
6. Force Majeure. The Custodian shall not be liable for any losses resulting
from or caused by events or circumstances beyond its reasonable control,
including, but not limited to, losses resulting from nationalization, strikes,
expropriation, devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto or de
jure; or enactment, promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the Fund's property; or the breakdown, failure
or malfunction of any utilities or telecommunications systems; or any order or
regulation of any banking or securities industry including changes in market
rules and market conditions affecting the execution or settlement of
transactions; or acts of war, terrorism, insurrection or revolution; or any
other similar event.
7. Termination.
(a) Either party may terminate this Agreement by giving the other party
two hundred seventy (270) days notice in writing, specifying the
date of such termination. In the event notice is given by the Fund,
it shall be accompanied by a Certificate evidencing the vote of the
Fund's Board to terminate this Agreement.
(b) The Fund shall, on or before a specified termination date, deliver
to the Custodian a Certificate evidencing the vote of the Board
designating a successor custodian. In the absence of such
designation, the Custodian may designate a successor custodian,
which shall be a person qualified to so act under the Act, or the
Fund. If both the Custodian and the Fund fail to designate a
successor custodian, the Fund shall, upon the date specified in the
notice of termination, and upon the delivery by the Custodian of all
Securities and monies then owned by the Fund, be deemed to be its
own custodian and the Custodian shall thereby be relieved of all
duties and responsibilities under this Agreement, other than the
duty with respect to Securities held in the Book-Entry System which
cannot be delivered to the Fund.
(c) Upon termination of the Agreement, the Custodian shall, upon receipt
of a notice of acceptance by the successor custodian, deliver to the
successor all Securities and monies then held by the Custodian on
behalf of the Fund, after deducting all fees, expenses and other
amounts owed which have not been reasonably disputed.
(d) In the event of a dispute following the termination of this
Agreement, all relevant provisions shall be deemed to continue to
apply to the obligations and liabilities of the parties with respect
thereto.
8. Books and Records. The books and records pertaining to the Fund which are
in the possession of the Custodian shall be the property of the Fund. (The
Custodian may, however, to the extent required by law or regulation retain
copies of the same if the Fund requests the return of its books and records.)
Such books and records shall be prepared and maintained as required by the Act,
and other applicable securities laws, rules and regulations. Such books and
records shall be open to inspection and audit at reasonable times by officers
and auditors employed by the Fund at its own expense and with prior written
notice to the Custodian, and by the appropriate employees of the Securities and
Exchange Commission.
9. Miscellaneous.
(a) Appendix A is a Certificate signed by the Secretary of the Fund
setting forth the names and the signatures of Authorized Persons.
The Fund shall furnish a new Certificate when the list of Authorized
Persons is changed in any way. Until a new certification is
received, the Custodian shall be fully protected in acting upon
Instructions from Authorized Persons as set forth in the last
delivered Certificate.
(b) Any required written notice or other instrument shall be
sufficiently given if addressed to the Custodian or the Fund as the
case may be and delivered to it at its offices at:
The Custodian:
[Boston Safe Deposit and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:____________________________]
[Mellon Bank, N.A.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ____________________________]
The Fund:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
or at such other place as the parties may from time to time
designate to the other in writing.
(c) This Agreement may not be amended or modified except by a written
agreement executed by both parties.
(d) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian
without the written consent of the Fund authorized or approved by a
vote of the Board, provided, however, that the Custodian may assign
the Agreement or any function thereof to any corporation or entity
which directly or indirectly is controlled by, or is under common
control with, the Custodian and any other attempted assignment
without written consent shall be null and void.
(e) Nothing in this Agreement shall give or be construed to give or
confer upon any third party any rights hereunder.
(f) The Custodian represents that it is a U.S. Bank within the meaning
of paragraph (a)(7) of Rule 17f-5.
(g) The Fund acknowledges and agrees that, except as expressly set forth
in this Agreement, the Fund is solely responsible to assure that the
maintenance of the Fund's Securities and cash hereunder complies
with applicable laws and regulations, including without limitation
the Act and the rules and regulations promulgated thereunder and
applicable interpretations thereof or exemptions therefrom. The Fund
represents that it has determined that it is reasonable to rely on
the Custodian to perform the responsibilities delegated pursuant to
this Agreement.
(h) This Agreement shall be construed in accordance with the laws of The
Commonwealth of [Massachusetts][Pennsylvania].
(i) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(j) Each party represents to the other that it has all necessary power
and authority, and has obtained any consent or approval necessary,
to permit it to enter into and perform this Agreement and that this
Agreement does not violate, give rise to a default or right of
termination under or otherwise conflict with, any applicable law,
regulation, ruling, decree or other governmental authorization or
any contract to which it is a party or by which any of its assets is
bound.
(k) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective representatives duly authorized as of the day and year first
above written.
----------------------------------
By:
------------------------
Name:
Title:
BOSTON SAFE DEPOSIT AND TRUST COMPANY
[[MELLON BANK, N.A.]
By:
------------------------
Name:
Title:
APPENDIX A
LIST OF AUTHORIZED PERSONS
I, ______________________, the Secretary of ______________________, a
[corporation/business trust] organized under the laws of the [State of
Maryland/Commonwealth of Massachusetts] (the "Fund"), do hereby certify that:
The following individuals have been duly authorized as Authorized Persons
to give Instructions on behalf of the Fund and the specimen signatures set forth
opposite their respective names are their true and correct signatures:
Name Signature
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
By:
------------------------------
Secretary
Dated:
APPENDIX B
Selected Countries
[List] [TO BE PROVIDED]
"*Note, Custodian will not act as a Foreign Custody Manager with respect to
assets held in this country. Holding assets and use of Mellon's usual
subcustodian in this country is subject to Instructions by the Fund and its
execution of a separate letter-agreement pertaining to custody and market
risks."
APPENDIX C
SELF CUSTODY RIDER
Notwithstanding any other provisions of this Agreement to the contrary, the
following provisions shall apply to this Agreement as being subject to Rule
17f-2 under the Act.
1. Physical Separations of Securities. Except as permitted by Rule 17f-2 or
Rule 17f-4, the Custodian shall hold all Securities deposited with it
physically segregated at all times from those of any other person.
2. Access to Securities. Except as otherwise provided by law, no person shall
be authorized or permitted to have access to the Securities deposited with
the Custodian except pursuant to a Board resolution. Each such resolution
shall designate not more than five persons who shall be either officers or
responsible employees of the Fund and shall provide that access to such
investments shall be had only by two or more such persons jointly, at
least one of whom shall be an officer; except that access to such
investments shall be permitted (1) to properly authorized officers and
employees of the Custodian and (2) to the Fund's independent public
accountant jointly with any two persons so designated or with such officer
or employee of the Custodian.
3. Deposits and Withdrawals. Each person when depositing such securities or
similar investments in or withdrawing them from a Securities Depository or
when ordering their withdrawal and delivery from the safekeeping of the
Custodian, shall comply with the requirements of Rule 17f-2(e).
4. Examination. The Fund shall comply with the requirements of Rule 17f-2(f)
with regard to examinations by an independent public accountant.
Acknowledged:
---------------------------- ---------------------------
Fund Custodian