EX-99.A4 4 foreignmanageragreement.txt FORM OF FOREIGN CUSTODY MANAGER AGREEMENT FOREIGN CUSTODY MANAGER AGREEMENT AGREEMENT made as of ______________________, 2001 between each of those funds in the Dreyfus Family of Funds listed on Schedule 2 hereto, as such Schedule may be revised from time to time (each a "Fund") and The Bank of New York ("BNY"). W I T N E S S E T H: WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein; WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein; NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows: ARTICLE I DEFINITIONS Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: 1. "BOARD" shall mean the board of directors or board of trustees, as the case may be, of the Fund. 2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the Rule. 3. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement. 4. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement. 5. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940, as effective on June 12, 2000, with compliance required no later than July 2, 2001. 6. "SPECIFIED COUNTRY" shall mean each country listed on Schedule I attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given, or may give, settlement instructions to BNY as custodian (the "Custodian") under its Custody Agreement with the Fund. ARTICLE II BNY AS A FOREIGN CUSTODY MANAGER 1. The Fund on behalf of its Board hereby delegates the Responsibilities to BNY with respect to each Specified Country. 2. BNY accepts the Board's delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund's assets would exercise. ARTICLE III RESPONSIBILITIES 1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund's assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System and in accordance with paragraph (c)(3)(i) of the Rule the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian and the performance of the contract governing such arrangement; and (e) advise the Fund as soon as reasonably possible whenever BNY determines under the Monitoring System that an arrangement (including any material change in the contract governing such arrangement) with an Eligible Foreign Custodian no longer meets the requirements of the Rule. 2. For purposes of clause (d) of preceding Section 1 of this Article, BNY's determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, "Country Risks" shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian's use of an Eligible Securities Depository (as defined in Rule 17f-7 under the Investment Company Act of 1940) or any depository located outside the United States that acts as or operates a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country's financial infrastructure; (c) such country's prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) such country's regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities. BNY may assume that the Board or the Fund's investment advisor has considered the Country Risks associated with investment in each Specified Country and will have considered such risks prior to any settlement instructions being given to the Custodian with respect to any other specified country. 3. BNY shall provide to the Board quarterly written reports notifying the Board of the placement of assets of the Fund with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Fund with any such Eligible Foreign Custodian. ARTICLE IV REPRESENTATIONS 1. The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund's execution or performance of this Agreement; and (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present. 2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY's execution or performance of this Agreement; (c) BNY has established and will maintain the Monitoring System; and (d) BNY is a U.S. Bank as defined in paragraph (a) (7) of the Rule. ARTICLE V CONCERNING BNY 1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement. The foregoing provisions of this Section 1 shall not in any way modify or supersede BNY's obligations to hold harmless and indemnify the Fund in accordance with Article XV, paragraph 7 of the Custody Agreement. 2. The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY's performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY's failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof, nor shall the Fund be liable to BNY or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement. The foregoing provisions of this Section 2 shall not in any way modify or supersede BNY's obligations to hold harmless and indemnify the Fund in accordance with Article XV, paragraph 7 of the Custody Agreement. 3. For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed. 4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country. ARTICLE VI MISCELLANEOUS 1. This Agreement constitutes the entire agreement between the Fund and BNY with respect to BNY's rights and responsibilities as the Fund's foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement. By way of example only, this Agreement does not in any way modify or supersede BNY's obligation to hold harmless and indemnify the Fund in accordance with Article XV, paragraph 7 of the Custody Agreement. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 Church Street, 10th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing. 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at its offices at 200 Park Avenue, New York, N.Y. 10166 or at such other place as the Fund may from time to time designate in writing. 4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. 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 either party without the written consent of the other. 5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund and BNY each hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. 6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement. 7. 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. 8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than two hundred seventy (270) days after the date of such notice. 9. The obligations of the Fund hereunder shall be binding only upon the assets and property of the Fund and shall not be binding upon this assets or property or any board member, officer or shareholder of the Fund individually. IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written. EACH FUND LISTED ON SCHEDULE 2 HERETO By: __________________________ Title: THE BANK OF NEW YORK By: _____________________________ Title: Schedule 1 Specified Countries
-------------------------------------------------------------------------------- COUNTRY/ COUNTRY/ MARKET SUBCUSTODIAN(S) MARKET SUBCUSTODIAN(S) ARGENTINA Banco Rio de la Plata LITHUANIA Vilniaus Bankas AUSTRALIA National Australia Bank LUXEMBOURG Banque et Caisse d'Epargne Ltd. de l'Etat AUSTRIA Bank Austria AG MALAYSIA HongKong Bank Malaysia Berhad BAHRAIN HSBC Bank Middle East MALI Societe Generale de Banques en Cote d'Ivoire BANGLADESH Standard Chartered Bank MALTA HSBC Bank Malta p.l.c. BELGIUM Banque Bruxelles Lambert MAURITIUS HSBC BENIN Societe Generale de MEXICO Banco Nacional de Mexico Banques en Cote d'Ivoire BERMUDA Bank of Bermuda Limited MOROCCO Banque Commerciale du Maroc BOLIVIA Citibank, N.A. NAMIBIA Stanbic Bank Namibia Limited BOTSWANA Barclays Bank of Botswana NETHERLANDS Fortis Bank (Nederland) Ltd. N.V. BRAZIL BankBoston, N.A. NEW ZEALAND National Australia Bank Ltd. (National Nominees Ltd.) BULGARIA ING Bank NIGER Societe Generale de Banques en Cote d'Ivoire BURKINA FASO Societe Generale de NIGERIA Stanbic Merchant Bank Banques en Cote d'Ivoire Nigeria Limited CANADA Royal Bank of Canada NORWAY Den norske Bank ASA CHILE BankBoston, N.A. OMAN HSBC Bank Middle East CHINA Standard Chartered Bank PAKISTAN Standard Chartered Bank COLOMBIA Cititrust Colombia S.A. PALESTINIAN HSBC Bank Middle East AUTONOMOUS AREA COSTA RICA Banco BCT PANAMA BankBoston, N.A. CROATIA Privredna Banka Zagreb d.d. PERU Citibank, N.A. CYPRUS Bank of Cyprus PHILIPPINES HSBC CZECH REPUBLIC Ceskoslovenska Obchodni POLAND Bank Handlowy W Warszawie Banka A.S. S.A. DENMARK Den Danske Bank PORTUGAL Banco Comercial Portugues EASDAQ Banque Bruxelles Lambert QATAR HSBC Bank Middle East ECUADOR Citibank, N.A. ROMANIA ING Bank EGYPT Citibank, N.A. RUSSIA Vneshtorgbank (Min Fin Bonds only)/ Credit Suisse First Boston AO ESTONIA Hansabank Limited SENEGAL Societe Generale de Banques en Cote d'Ivoire EUROMARKET Clearstream SINGAPORE United Overseas Bank Limited/ The Development Bank of Singapore Ltd. EUROMARKET Euroclear SLOVAK Ceskoslovenska Obchodni REPUBLIC Banka, a.s. FINLAND Merita Bank plc SLOVENIA Bank Austria Creditanstalt d.d. Ljubljana FRANCE BNP Paribas / Credit SOUTH AFRICA Societe Generale, Agricole Indosuez Johannesburg / The Standard Bank of South Africa Limited GERMANY Dresdner Bank AG SOUTH KOREA Standard Chartered Bank GHANA Barclays Bank of Ghana Ltd. SPAIN Banco Bilbao Vizcaya Argentaria S.A. (BBVA) / Banco Santander Central Hispano (BSCH) GREECE BNP Paribas SRI LANKA Standard Chartered Bank GUINEA BISSAU Societe Generale de SWAZILAND Standard Bank Swaziland Banques en Cote d'Ivoire Limited HONG KONG HSBC SWEDEN Skandinaviska Enskilda Banken HUNGARY Citibank Budapest Rt. SWITZERLAND Credit Suisse First Boston ICELAND Landsbanki Islands TAIWAN HSBC INDIA HSBC / Deutsche Bank AG THAILAND Standard Chartered Bank/ Bangkok Bank Public Company Limited INDONESIA HSBC TOGO Societe Generale de Banques en Cote d'Ivoire IRELAND Allied Irish Banks, plc TRINIDAD & Republic Bank Limited TOBAGO ISRAEL Bank Leumi LE - Israel B.M. TUNISIA Banque Internationale Arabe de Tunisie ITALY Banca Commerciale Italiana TURKEY Osmanli Bankasi A.S. / BNP Paribas (Ottoman Bank) IVORY COAST Societe Generale - Abidjan UNITED ARAB HSBC Bank Middle fEast, EMIRATES Dubai JAMAICA CIBC Trust & Merchant Bank UKRAINE ING Bank Jamaica Ltd. JAPAN The Bank of UNITED KINGDOM The Bank of New York / Tokyo-Mitsubishi Limited/ The Depository & Clearing The Fuji Bank, Limited Centre (DCC) JORDAN HSBC Bank Middle East UNITED STATES The Bank of New York KAZAKHSTAN ABN/AMRO URUGUAY BankBoston, N.A. KENYA Barclays Bank of Kenya Ltd. VENEZUELA Citibank, N.A. LATVIA Hansabanka Limited ZAMBIA Barclays Bank of Zambia Ltd. LEBANON HSBC Bank Middle East ZIMBABWE Barclays Bank of Zimbabwe Ltd. -------------------------------------------------------------------------------- As of 3-27-01
SCHEDULE 2 DREYFUS BASIC MONEY MARKET FUND, INC. DREYFUS BASIC MUNICIPAL FUND, INC. DREYFUS BASIC MUNICIPAL MONEY MARKET PORTFOLIO DREYFUS BASIC INTERMEDIATE MUNICIPAL BOND PORTFOLIO DREYFUS BASIC MUNICIPAL BOND PORTFOLIO DREYFUS BASIC NEW JERSEY MUNICIPAL MONEY MARKET PORTFOLIO DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND DREYFUS CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND DREYFUS CALIFORNIA TAX EXEMPT BOND FUND, INC. DREYFUS CALIFORNIA TAX EXEMPT MONEY MARKET FUND DREYFUS CASH MANAGEMENT DREYFUS CASH MANAGEMENT PLUS, INC. DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND DREYFUS CONNECTICUT MUNICIPAL MONEY MARKET FUND, INC. DREYFUS FLORIDA INTERMEDIATE MUNICIPAL BOND FUND DREYFUS FLORIDA MUNICIPAL MONEY MARKET FUND DREYFUS GLOBAL GROWTH FUND DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS DREYFUS GOVERNMENT CASH MANAGEMENT DREYFUS GOVERNMENT PRIME CASH MANAGEMENT DREYFUS GROWTH AND VALUE FUNDS, INC. DREYFUS INTERNATIONAL VALUE FUND DREYFUS INSTITUTIONAL MONEY MARKET FUND GOVERNMENT SECURITIES SERIES MONEY MARKET SERIES DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND DREYFUS INSTITUTIONAL PREFERRED PLUS MONEY MARKET FUND DREYFUS INSURED MUNICIPAL BOND FUND, INC. DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC. DREYFUS INTERNATIONAL FUNDS, INC. DREYFUS EMERGING MARKETS FUND DREYFUS INTERNATIONAL GROWTH FUND DREYFUS INVESTMENT PORTFOLIOS EMERGING MARKETS PORTFOLIO EUROPEAN EQUITY PORTFOLIO FOUNDERS INTERNATIONAL EQUITY PORTFOLIO FOUNDERS PASSPORT PORTFOLIO JAPAN PORTFOLIO DREYFUS LIQUID ASSETS, INC. DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND DREYFUS MASSACHUSETTS MUNICIPAL MONEY MARKET FUND DREYFUS MASSACHUSETTS TAX EXEMPT BOND FUND DREYFUS MONEY MARKET INSTRUMENTS, INC. GOVERNMENT SECURITIES SERIES MONEY MARKET SERIES DREYFUS MUNICIPAL BOND FUND, INC. DREYFUS MUNICIPAL CASH MANAGEMENT PLUS DREYFUS MUNICIPAL MONEY MARKET FUND, INC. DREYFUS NEW JERSEY INTERMEDIATE MUNICIPAL BOND FUND DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC. DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND, INC. DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC. DREYFUS NEW YORK TAX EXEMPT INTERMEDIATE BOND FUND DREYFUS NEW YORK TAX EXEMPT MONEY MARKET FUND DREYFUS PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND DREYFUS PENNSYLVANIA MUNICIPAL MONEY MARKET FUND DREYFUS PREMIER CALIFORNIA MUNICIPAL BOND FUND DREYFUS PREMIER EQUITY FUNDS, INC. DREYFUS PREMIER EMERGING MARKETS FUND DREYFUS PREMIER INTERNATIONAL FUNDS, INC. DREYFUS PREMIER EUROPEAN EQUITY FUND DREYFUS PREMIER GREATER CHINA FUND DREYFUS PREMIER INTERNATIONAL GROWTH FUND DREYFUS PREMIER JAPAN FUND DREYFUS PREMIER MUNICIPAL BOND FUND DREYFUS PREMIER NEW YORK MUNICIPAL BOND FUND DREYFUS PREMIER STATE MUNICIPAL BOND FUND CONNECTICUT SERIES FLORIDA SERIES MARYLAND SERIES MASSACHUSETTS SERIES MICHIGAN SERIES MINNESOTA SERIES NEW JERSEY SERIES NORTH CAROLINA SERIES OHIO SERIES PENNSYLVANIA SERIES TEXAS SERIES VIRGINIA SERIES DREYFUS PREMIER VALUE EQUITY FUNDS DREYFUS PREMIER INTERNATIONAL VALUE FUND DREYFUS PREMIER WORLDWIDE GROWTH FUND, INC. DREYFUS SHORT-INTERMEDIATE MUNICIPAL BOND FUND DREYFUS TAX EXEMPT CASH MANAGEMENT DREYFUS TREASURY CASH MANAGEMENT DREYFUS TREASURY PRIME CASH MANAGEMENT DREYFUS 100% U.S. TREASURY MONEY MARKET FUND DREYFUS VARIABLE INVESTMENT FUND INTERNATIONAL EQUITY PORTFOLIO INTERNATIONAL VALUE PORTFOLIO MONEY MARKET PORTFOLIO SPECIAL VALUE PORTFOLIO DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC. GENERAL CALIFORNIA MUNICIPAL BOND FUND, INC. GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND GENERAL GOVERNMENT SECURITIES MONEY MARKET FUNDS, INC. GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND GENERAL TREASURY PRIME MONEY MARKET FUND GENERAL MONEY MARKET FUND, INC. GENERAL MUNICIPAL BOND FUND, INC. GENERAL MUNICIPAL MONEY MARKET FUNDS, INC. GENERAL MUNICIPAL MONEY MARKET FUND GENERAL NEW YORK MUNICIPAL BOND FUND, INC.