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 con-
ditions 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
Subcustodian'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 Securities as a book entry reflecting the
ownership of such Fund Securities 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 received 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 respect 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
Subcustodian, 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,
pres-entation, 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, including any expenses, taxes or other charges which
the Subcustodian 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 Custodian's expense.
7. All communications required or permitted to be
given under this Agreement, unless otherwise agreed by the par-
ties, 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:
________________________
________________________
________________________
________________________
________________________
8. Miscellaneous.
(a) 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.
(b) This Agreement has been executed on behalf
of the Fund by the undersigned officer of the Fund in his
capacity as an officer of the Fund. The obligations of this
Agreement shall only be binding upon the assets and property of
the Fund and shall not be binding upon any Trustee, officer or
shareholder of the Fund individually.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date set forth below.
Dated: ______________
_____________________________
As Custodian
By:__________________________
Title:_______________________
DREYFUS PENNSYLVANIA MUNICIPAL
MONEY MARKET FUND
By:__________________________
Title:________________________
By:___________________________
Title:________________________
BANKERS TRUST COMPANY
As Subcustodian
By:___________________________
Title:________________________
EXHIBIT A
TO SUBCUSTODIAN AGREEMENT
DATED ___________, 19__
The Authorized Officers pursuant to Section 4 of the
Agreement shall be:
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
Dated: ______________
_____________________________
As Custodian
By:__________________________
Title:_______________________
SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") for the
investment companies identified in Schedule A attached
(collectively, the "Funds") hereby appoints on the following
terms and conditions Chemical Bank 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
represent to the other and to each 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 hold in a
separate account, segregated at all times from all other
accounts maintained by the Subcustodian, all securities and
evidence of rights thereto of each of the Funds (collectively,
"Fund Securities") deposited, from time to time by the Custodian
with the Subcustodian. The Subcustodian will accept, hold or
dispose of and take such other reasonable actions with respect
to Fund Securities, in addition to those specified in Section 3,
in accordance with the instructions of the Custodian relating to
Fund Securities given in the manner set forth in Section 4
("Instructions"). The Subcustodian hereby waives any claim
against, or lien on, any Fund Securities for any claim
hereunder. Registered Fund Securities may be held in the name
of the Subcustodian or its nominee. 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 (including, but not limited to, any such system
operated by the Subcustodian) or by Depository Trust Company,
the Subcustodian may hold Fund Securities as a book entry
reflecting the ownership of such Fund Securities by it or its
nominee and need not possess certificates or any other evidence
of ownership.
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
received thereupon, (iii) collect and distribute to the
Custodian interest and any dividends and distributions on Fund
Securities, (iv) forward to the Custodian all confirmations,
notices, proxies or proxy soliciting materials relating to the
Fund Securities received by it (and the Custodian agrees to
forward same to the Fund), (v) 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 respect 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 funds are received by the
Subcustodian unless such distribution required instructions from
the Custodian which were not timely received, and (vi) 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. The Subcustodian will furnish to the
Custodian, upon the Custodian's request, any report of the
Subcustodian's independent public accountants on an examination
of its internal accounting controls and procedures for
safeguarding securities held in its custody for the account of
others.
4. Instructions, Other Communications. Any officer of the
Custodian designated from time to time, by letter to the
Subcustodian, signed by the President or any Vice President and
any Assistant Vice President, Assistant Secretary or Assistant
Treasurer of the Custodian or any other officer or employee
designated by the Custodian in writing, as an officer of the
Custodian authorized 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, voting, presentation, disposition or any other action
with respect to Fund Securities from time to time in writing
signed by such Authorized Officer and delivered by hand, mail,
telecopier, 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. The
Subcustodian is also authorized to accept and act upon
Instructions regardless of the manner in which given (whether
orally, by telephone or otherwise) if the Subcustodian
reasonably believes such Instructions are given by an Authorized
Officer. The Subcustodian will promptly transmit to the
Custodian all receipts, confirmations or other transactional
evidence received by it in respect of Fund Securities as to
which the Subcustodian has received any Instructions.
Instructions and other communications to the Subcustodian shall
be given to Chemical Bank, 00 Xxxxx Xxxxxx, Xxxx 000, Xxx Xxxx,
Xxx Xxxx, Attention: Debt Securities Administration, Phone
(000) 000-0000 Telex: (000) 000-0000 (or to such other address
as the Subcustodian shall specify by notice to the Custodian and
each of the Funds). Communications to the Custodian and the
Funds shall be made at the addresses set forth below (or to such
other address as the Custodian or the Fund or Funds giving such
notice, shall specify by notice to the Subcustodian).
5. The Subcustodian. 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, negligence or reckless disregard of its
obligations and duties under this Agreement.
The Subcustodian shall not have any responsibility for
ascertaining or acting upon any calls, conversions, exchange
offers, tenders, interest rate changes or similar matters
relating to the Fund Securities, except upon Instructions from
the Custodian, nor for informing the Custodian with respect
thereto, unless the Subcustodian has knowledge or is deemed to
have knowledge of the aforesaid. The Subcustodian shall be
deemed to have knowledge in circumstances where it is acting as
tender agent or paying agent for the Fund Securities. The
Subcustodian shall not be under a duty to supervise or to
provide advice (other than notice) to the Custodian or any of
the Funds relative to any purchase, sale, retention or other
disposition of any Fund Securities held hereunder. The
Subcustodian shall for the benefit of the Custodian and the
Funds be required to exercise the same care with respect to the
receiving, safekeeping, handling and delivery of Fund Securities
than it customarily exercises in respect of its own securities.
The Subcustodian will indemnify, defend and save harmless
the Custodian and the Funds from any loss or liability incurred
by the Custodian arising out of or in connection with the
Subcustodian's willful malfeasance, bad faith, negligence or
reckless disregard of its obligations and duties under this
Agreement; provided, however, that the Subcustodian shall in no
event be liable for any special, indirect or consequential
damages.
The Custodian agrees to be responsible for, and will
indemnify, defend and save harmless the Subcustodian (or any
nominee in whose name any Fund Securities are registered) for,
any loss or liability incurred by the Subcustodian (or such
nominee) arising out of or in connection with any action taken
by the Subcustodian (or such nominee) in accordance with any
Instructions or any other action taken by the Subcustodian (or
such nominee) in good faith and without negligence pursuant to
this Agreement, including any expenses, taxes or other charges
which the Subcustodian (or such nominee) is required to incur or
pay in connection therewith.
6. Resignation. The Subcustodian may resign as such at
any time upon not less than five business days' prior written
notice to the Custodian. In the event of such resignation or
any other termination of this Agreement, the Subcustodian shall
deliver all Fund Securities then held by it to the Custodian, or
as otherwise directed by the Custodian pursuant to Instructions
received by the Subcustodian, at the Custodian's expense;
provided, however, that the Subcustodian shall not be required
to effect any such delivery outside the Borough of Manhattan.
7. 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 only by written agreement
executed by the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth below.
Dated: , 199_
The Bank of New York
By:
As Custodian for the Funds
Listed in Schedule A Attached
Chemical Bank
By:
