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Title: |
Custody Agreement |
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Date: |
2005 |
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Size: |
Preview shows 8KB of 31KB total |
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Price: |
$38 |
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ID: |
#2429623 |
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CUSTODY AGREEMENT
by and between
MELLON OPTIMA L/S STRATEGY FUND, LLC
and
MELLON TRUST OF NEW ENGLAND, N.A.
TABLE OF CONTENTS
| SECTION | PAGE |
| 1. Establishment of/Additions to Account 2. Distributions 3. Authorized Parties 4. Authorized Instructions 5. Authorized Transactions 6. Directed Powers of Custodian 7. Discretionary Powers of Custodian 8. Duties of Custodian 9. Contractual Income and Settlement; Market Practice Settlements 10. Tax Obligations 11. Non-Account Assets 12. Statements and Records 13. Standard of Care 14. Limitation of Liability 15. Force Majeure 16. Compensation and Expenses 17. Indemnification 18. Amendment or Termination 19. Successors and Assigns 20. Governing Law and Legal Proceedings 21. Representations 22. Necessary Parties 23. Custodian Non-Fiduciary Status 24. Entire Agreement 25. Execution in Counterparts Taxpayer Identification Number Certification EXHIBIT A - CUSTOMER IDENTIFICATION PROGRAM NOTICE |
1 1 1 1 2 2 3 4 5 5 6 6 6 6 7 7 7 8 8 8 9 9 9 9 9 11 12 |
CUSTODY AGREEMENT
THIS CUSTODY AGREEMENT, effective as of the _____ day of _____________, 2005 (Agreement) by and between MELLON OPTIMA L/S STRATEGY FUND, LLC, a limited liability company organized under the laws of _______________ (the Client) and MELLON TRUST OF NEW ENGLAND, N.A., a national banking association (the Custodian).
WITNESSETH:
WHEREAS, the Client and the Custodian desire to establish a custody account to provide for the safekeeping and recordkeeping of certain property of the Client;
NOW, THEREFORE, the Client and the Custodian, each intending to be legally bound, agree as follows:
1. Establishment of Account. The Client hereby appoints the Custodian as custodian for any property acceptable to the Custodian ("Property") which the Client may deposit to the Custodian's care in one or more accounts established for the Client pursuant to this Agreement (collectively, "the Account"). The Custodian shall have no responsibility for any assets of the Client until they are received in the Account by the Custodian or its agents or subcustodians. "Property" as used herein shall not include any direct interest in real property, leaseholds or mineral interests.
2. Distributions. The Custodian shall make distributions or transfers out of the Account pursuant to Authorized Instructions, as defined below. In making payments to service providers pursuant to Authorized Instructions, the Client acknowledges that the Custodian is acting as a paying agent, and not as the payor, for tax information reporting and withholding purposes.
3. Authorized Parties. The Client shall furnish the Custodian with a written list of the names, signatures and extent of authority of all persons authorized to direct the Custodian under the terms of this Agreement. The Client may appoint and remove one or more investment managers ("Investment Manager") for such portion of the Account as the Client shall designate to the Custodian in writing. The Client shall cause the Investment Manager to furnish the Custodian with a written list of the names and signatures of the person or persons who are authorized to represent the Investment Manager in dealings with the Custodian. The Custodian shall be entitled to deal with any person or entity properly identified by the Client or Investment Manager ("Authorized Party" or "Authorized Parties") to the Custodian until the Custodian is notified otherwise in writing.
4. Authorized Instructions.
a. "Authorized Instructions" shall mean (i) all directions to the Custodian from an Authorized Party pursuant to the terms of this Agreement; (ii) all directions by or on behalf of the Client or Investment Manager to the Custodian in its corporate capacity (or any of its affiliates) relating to foreign exchange; (iii) all directions by or on behalf of the Client or Investment Manager pursuant to an agreement with Custodian (or any of its affiliates) with respect to benefit disbursement services or information or transactional services provided via a web site sponsored by the Custodian (or any of its affiliates) (e.g., the "Workbench web site"); and (iv) all directions by or on behalf of an Authorized Party pursuant to any other agreement or procedure between Custodian (or any of its affiliates) and such Authorized Party, if such agreement or procedure specifically provides that authorized persons thereunder are deemed to be authorized to give instructions under this Agreement. Authorized Instructions shall be in writing, transmitted by first class mail, overnight delivery, private courier, facsimile, or any other method, including electronic transmission, mutually agreed to by the Client, its agents or Investment Managers and the Custodian, provided the Custodian may, in its discretion, accept oral directions and instructions from an Authorized Party and may require confirmation in writing.
b. The Custodian shall be fully protected in acting in accordance with all such Authorized Instructions and in failing to act in the absence thereof. The Custodian shall be under no duty to question any direction of an Authorized Party with respect to the portion of the Account over which such Authorized Party has authority, to review any Property held in the Account, to make any suggestions with respect to the investment, retention and reinvestment of the assets in the Account, or to evaluate or question the performance of any Authorized Party. The Custodian shall not be responsible or liable for any diminution of value of any securities or other Property held by the Custodian or its subcustodians pursuant to Authorized Instructions. In following an Authorized Instruction, the Custodian shall be fully protected and shall not be liable for the acts or omissions of any person or entity not selected or retained by the Custodian in its sole discretion, including, but not limited to, any broker-dealer or other entity designated by the Client or Investment Manager to hold Property of the Account as collateral or otherwise pursuant to an investment strategy.|
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