MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
DEFINITIONS....................................................... 2
ARTICLE I - CUSTODY PROVISIONS.................................... 4
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................................ 18
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..................... 18
6. Force Majeure.............................................. 19
7. Termination................................................ 19
8. Books and Records.......................................... 19
9. Miscellaneous.............................................. 20
APPENDIX A List of Authorized Persons.......................... ▇▇
▇▇▇▇▇▇▇▇ ▇ Selected Countries.................................. 24
APPENDIX C Self Custody Rider.................................. 25
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
THIS AGREEMENT IS EFFECTIVE AS OF APRIL 11, 2001, AND IS BETWEEN Dreyfus
Appreciation Fund, Inc. (the "Fund") a corporation organized under the laws of
the State of Maryland having its principal office AND PLACE OF BUSINESS AT ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and 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
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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
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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
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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.
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(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.
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(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.
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: ▇▇▇▇▇ ▇▇▇▇▇▇
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 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.
DREYFUS APPRECIATION FUND, INC.
BY: /S/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
MELLON BANK, N.A.
BY: /S/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: 1st VP
APPENDIX A
____________________________________________________________________
DREYFUS APPRECIATION FUND, INC.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
GROUP I GROUP II
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
CASH ACCOUNT
1. Fees payable to Mellon Bank, N.A. or Boston Safe Deposit and Trust
Company 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:
Two (2) signatures required, one of which must be from Group II,
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:
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇.
APPENDIX B
SELECTED COUNTRIES
Argentina Luxembourg
Australia Malaysia
Austria Mauritius
Bangladesh Mexico
Belgium Morocco
Bermuda Namibia
Bolivia The Netherlands
Botswana New Zealand
Brazil Norway
Canada Pakistan
Chile Panama
China/Shenzhen Peru
China/Shanghai The Philippines
Colombia Poland
Costa Rica * Portugal
Croatia Romania
Czech Republic Russia*
Denmark Singapore
Ecuador Slovakia
Egypt Slovenia
Estonia* South Africa
Finland Spain
France Sri Lanka
Germany Sweden
Ghana Switzerland
Greece Taiwan
Hong Kong Thailand
Hungary Trinidad*
India Tunisia*
Indonesia Turkey
Ireland United Kingdom
Israel Uruguay
Italy Venezuela
Japan Vietnam
Jordan Zambia
Kenya Zimbabwe
Korea, Republic of
"*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:
Dreyfus Appreciation Fund, Inc Mellon Bank, N.A.
---------------------------------- --------------------
Fund Custodian