SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") for the
investment company identified below (the "Fund") hereby appoints
on the following terms and conditions Bankers Trust Company as
subcustodian (the "Subcustodian") for it and the Subcustodian
hereby accepts such appointment on the following terms and
conditions as of the date set forth below.
1. Qualification. The Custodian and the Subcustodian
each represents to the other and to the Fund that it is
qualified to act as a custodian for a registered investment company
under the Investment Company Act of 1940, as amended (the "1940 Act").
2. Subcustody. The Subcustodian agrees to maintain a
separate account and to hold segregated at all times from the
Subcustodian's securities and from all other customers' secur-
ities held by the Subcustodian, all the Fund's securities and
evidence of rights thereto ("Fund Securities") deposited, from
time to time by the Custodian with the Subcustodian. The Sub-
custodian will accept, hold or dispose of and take other actions
with respect to Fund Securities in accordance with the Instruc-
tions of the Custodian given in the manner set forth in Section
4
and will take certain other actions as specified in Section 3.
The Subcustodian hereby waives any claim against or lien on any
Fund Securities. The Subcustodian may take steps to register
and
continue to hold Fund Securities in the name of the Subcustodi-
an's nominee and shall take such other steps as the Subcustodian
believes necessary or appropriate to carry out efficiently the
terms of this Agreement. To the extent that ownership of Fund
Securities may be recorded by a book entry system maintained by
any transfer agent or registrar for such Fund Securities or by
Depository Trust Company, the Subcustodian may hold Fund Secur-
ities as a book entry reflecting the ownership of such Fund Se-
curities by its nominee and need not possess certificates or any
other evidence of ownership of Fund Securities.
3. Subcustodian's Acts Without Instructions. Except
as otherwise instructed pursuant to Section 4, the Subcustodian
will (i) present all Fund Securities requiring presentation for
any payment thereon, (ii) distribute to the Custodian cash re-
ceived thereon, (iii) collect and distribute to the Custodian
interest and any dividends and distributions on Fund Securities,
(iv) at the request of the Custodian, or on its behalf, execute
any necessary declarations or certificates of ownership
(provided by the Custodian or on its behalf) under any tax law now or
hereafter in effect, (v) forward to the Custodian, or notify it by
telephone of, confirmations, notices, proxies or proxy
soliciting materials relating to the Fund Securities received by it as
registered holder (and the Custodian agrees to forward same to
the Fund), and (vi) promptly report to the Custodian any missed
payment or other default upon any Fund Securities known to it as
Subcustodian hereunder (the Subcustodian shall be deemed to have
knowledge of any payment default on any Fund Securities in re-
spect of which it acts as paying agent). All cash distributions
from the Subcustodian to the Custodian will be in same day
funds, on the same day that same day funds are received by the
Subcustodian unless such distribution required instructions from the
Custodian which were not timely received. Promptly after the
Subcustodian is furnished with any report of its independent
public accountants on an examination of its internal accounting
controls and procedures for safeguarding securities held in its
custody as subcustodian under this Agreement or under similar
agreements, the Subcustodian will furnish a copy thereof to the
Custodian.
4. Instructions, Other Communications. Any officer
of the Custodian designated from time to time by letter to the Sub-
custodian, signed by the President or any Vice President and any
Assistant Vice President, Assistant Secretary or Assistant
Treasurer of the Custodian, as an officer of the Custodian auth-
orized to give instructions to the Subcustodian with respect to
Fund Securities (an "Authorized Officer"), shall be authorized
to instruct the Subcustodian as to the acceptance, holding,
presentation, disposition or any other action with respect to
Fund Securities from time to time by telephone, or in writing
signed by such Authorized Officer and delivered by tested telex,
tested computer printout or such other reasonable method as the
Custodian and Subcustodian shall agree is designed to prevent
unauthorized officer's instructions; provided, however, the
Subcustodian is authorized to accept and act upon orders from
the Custodian, whether given orally, by telephone or otherwise,
which the Subcustodian reasonably believes to be given by an
authorized person. The Subcustodian will promptly transmit to the
Custodian all receipts and transaction confirmations in respect of Fund
Securities as to which the Subcustodian has received any
instructions. The Authorized Officers shall be as set forth on Exhibit
A attached hereto and, as amended from time to time, made a part
hereof.
5. Liabilities. (i) The Subcustodian shall not be
liable for any action taken or omitted to be taken in carrying
out the terms and provision of this Agreement if done without
willful malfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties under this Agreement.
Except as otherwise set forth herein, the Subcustodian shall
have no responsibility for ascertaining or acting upon any calls,
conversions, exchange offers, tenders, interest rate changes or
similar matters relating to the Fund Securities (except at the
instructions of the Custodian), nor for informing the Custodian
with respect thereto, whether or not the Subcustodian has, or is
deemed to have, knowledge of the aforesaid. The Subcustodian is
under no duty to supervise or to provide investment counseling
or advice to the Custodian or to the Fund relative to the purchase,
sale, retention or other disposition of any Fund Securities held
hereunder. The Subcustodian shall for the benefit of the
Custodian and the Fund use the same care with respect to
receiving, safekeeping, handling and delivery of Fund Securities
as it uses in respect of its own securities.
(ii) The Subcustodian will indemnify, defend and save
harmless the Custodian and the Fund from and against all loss,
liability, claims and demands incurred by the Custodian or the
Fund arising out of or in connection with the Subcustodian's
willful malfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties under this Agreement.
(iii) The Custodian agrees to be responsible for and
indemnify the Subcustodian and any nominee in whose name the
Fund Securities are registered, from and against all loss, liability,
claims and demands incurred by the Subcustodian and the nominee
in connection with the performance of any activity pursuant to
this Agreement, done in good faith and without negligence, in-
cluding any expenses, taxes or other charges which the Subcusto-
xxxx is required to pay in connection therewith.
6. Each party may terminate this Agreement at any
time by not less than ten (10) business days' prior written notice.
In the event that such notice is given, the Subcustodian shall
make delivery of the Fund Securities held in the Subcustodian
account to the Custodian or to any third party within the
Borough of Manhattan, specified by the Custodian in writing within ten
(10) days of receipt of the termination notice, at the Custodi-
an's expense.
7. All communications required or permitted to be
given under this Agreement, unless otherwise agreed by the parties,
shall be addressed as follows:
(i) to the Subcustodian:
Bankers Trust Company
0 Xxxxxxx Xxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
RMO Safekeeping Unit
(ii) to the Custodian:
The Bank of New York
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
8. Miscellaneous: This Agreement (i) shall be
governed by and construed in accordance with the laws of the
State of New York, (ii) may be executed in counterparts each of
which shall be deemed an original but all of which shall
constitute the same instrument, and (iii) may be amended by the
parties hereto in writing.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth below.
Dated: , 0000
XXX XXXX XX XXX XXXX
Custodian
By:__________________________
Title:_______________________
As Custodian For
DREYFUS TAX EXEMPT CASH MANAGEMENT
BANKERS TRUST COMPANY
As Subcustodian
By:___________________________
Title:________________________
EXHIBIT A
TO SUBCUSTODIAN AGREEMENT
DATED , 1986
The Authorized Officers pursuant to Section 4 of the
Agreement shall be:
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
Dated: , 0000
XXX XXXX XX XXX XXXX
As Custodian
By:__________________________
Title:_______________________
