SUBCUSTODIAN AGREEMENT
AGREEMENT made as of the fourth day of April, 1994, as amended on the
first day of November, 1995, between Mellon Bank, N.A. (hereinafter referred
to as the "Custodian"), a national banking association with its principal
place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and Boston Safe Deposit and Trust Company (hereinafter referred to as the
"Subcustodian"), a trust company having its principal office at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.
WHEREAS, the Custodian has been appointed by The Dreyfus/Laurel Funds,
Inc. (the "Fund") to act as custodian of all of the securities and monies at
the time owned by or in the possession of the Fund pursuant to the terms of
the Custody Agreement dated as of April 4, 1994, as amended,
, 1995 between the Fund and the Custodian (the "Agreement"), a copy of which
is annexed hereto; and
WHEREAS, the Custodian has accepted appointment as such custodian and
has agreed to perform the duties thereof as set forth in the Agreement; and
WHEREAS, Section 12(f) of the Agreement provides that the Custodian may
appoint one or more banking institutions to act as Sub-Custodian of
securities and monies at any time owned by the Fund, upon terms and
conditions specified in a certificate signed on behalf of the Fund, and the
Fund has given such a certificate to the Custodian;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained the Custodian and the Subcustodian hereby agree as follows:
1. Definitions. Terms used herein and not otherwise defined shall
have the meanings provided for in the Agreement.
2. Appointment of Subcustodian.
(a) The Custodian hereby constitutes and appoints the
Subcustodian as subcustodian of all the securities and monies at the time
owned by or in the possession of the Fund during the period of the
Agreement.
(b) The Subcustodian hereby accepts appointment as such
subcustodian and agrees to perform the duties hereof as hereinafter set
forth.
3. Duties of the Subcustodian. Subject to the overall supervision
and direction of the Custodian, the Subcustodian shall perform and discharge
the duties and obligations of the Custodian set forth in the following
indicated sections of the Agreement:
4. Custody of Cash and Securities.
5. Purchase and Sale of Investments of the Fund.
6. Lending of Securities.
7. Payment of Dividends and Distributions.
8. Sale and Redemption of Shares of the Fund.
9. Indebtedness.
10. Persons Having Access to Assets of the Fund.
11. Overdraft Facility and Security for Payment.
4. Concerning the Subcustodian.
(a) Standard of Conduct. Except as otherwise provided herein or
in the Agreement, neither the Subcustodian nor its nominees shall be liable
for any loss or damage, including counsel fees, resulting from its action or
omission to act or otherwise, except any such loss or damage arising out of
its own negligence or willful misconduct. The Subcustodian may, with
respect to questions of law, apply for and obtain the advice and opinion of
counsel to the Fund or of counsel to the Custodian or of its own counsel, at
the expense of the Custodian, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice
or opinion.
(b) Limit of Duties; Appointment of Agents. The Subcustodian
shall be entitled to the benefit of the provisions of Sections 12(b) through
(g) and 12(i) of the Agreement as if it were the Custodian specified
therein.
(c) Inspection of Books and Records. The books and records of
the Subcustodian shall be open to inspection and audit at reasonable times
by officers and auditors employed by the Fund or the Custodian and by the
appropriate employees of the Securities and Exchange Commission.
The Subcustodian shall provide the Fund and the Custodian
with any report obtained by the Subcustodian on the system of internal
accounting control of the Book-Entry System or the Depository and with such
reports on its own systems of internal accounting control as the Fund or the
Custodian may reasonably request from time to time.
(d) Compensation of the Subcustodian. The Custodian agrees to
pay the Subcustodian from time to time such compensation for its services
and such out-of-pocket or incidental expenses of the Subcustodian pursuant
to this Subcustodian Agreement as may be mutually agreed upon in writing
from time to time.
5. Term and Termination.
(a) This Agreement shall become effective on the date first set
forth above and shall continue in effect thereafter as the parties may
mutually agree.
(b) Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of receipt
of such notice, provided that any such notice shall be followed within 60
days by Instructions specifying the names of the person to whom the
Subcustodian shall deliver Securities in the Account(s) and to whom the Cash
in the Account(s) shall be paid. If within 60 days following the giving of
such notice of termination, the Subcustodian does not receive such
Instructions, the Subcustodian shall continue to hold such Securities and
Cash subject to this Subcustodian Agreement until such Instructions are
given.
6. Miscellaneous.
(a) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and mailed or delivered to
it at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or at such other place as the Custodian may from time to time designate in
writing. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Subcustodian shall be sufficiently
given if addressed to the Subcustodian and mailed or delivered to it at its
offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other
place as the Subcustodian may from time to time designate in writing.
(b) This Subcustodian Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties.
(c) This Agreement shall not be assignable by either party but
shall bind any successor in interest of the Custodian and the Subcustodian
respectively.
(d) This Subcustodian Agreement shall be construed in accordance
with the laws of The Commonwealth of Massachusetts.
(e) This Subcustodian 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 Subcustodian
Agreement to be executed by their respective representatives duly authorized
as of the day and year first above written.
MELLON BANK, N.A.
By:_______________________________________________
Name:
Title:
BOSTON SAFE DEPOSIT AND TRUST COMPANY
BY:_______________________________________________
Name:
Title: