Exhibit (13)(a)
C O N F I D E N T I A L
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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement dated as of June 14, 2000 between
between MPAM Funds Trust, a business trust organized and existing under the laws
of the Commonwealth of Massachusetts, having its principal office and place of
business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to
as the "Fund"), and DREYFUS TRANSFER, INC., a Maryland corporation, having its
principal office and place of business at Xxx Xxxxxxxx Xxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxx 00000.
W I T N E S S E T H :
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That for and in consideration of the mutual promises
hereinafter set forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in a
Certificate. From time to time the Fund may amend a previously delivered
Certificate by delivering to the Transfer Agent (as hereinafter defined) a
Certificate naming an additional entity or deleting any entity named in a
previously delivered Certificate.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Transfer Agent by the Fund, which is signed by any Officer, as hereinafter
defined, and actually received by the Transfer Agent.
3. "Computer tape" shall include any tapes physically
delivered, or electronic transmission inputted or transmitted via a remote
terminal or other similar link, into a data processing, storage, or collection
system, or similar system, utilized by the Transfer Agent. All computer tapes
shall be compatible with either the Transfer Agent's tape layout package
existing on the date of this Agreement, or such other format as may be developed
pursuant to the software enhancement procedures (see Appendix C(2)).
4. With respect to MPAM International Fund and MPAM Emerging
Markets Fund, "Custodian" shall mean Boston Safe Deposit and Trust Company, as
custodian under the terms and conditions of the Custody Agreement between Boston
Safe Deposit and Trust Company and the Fund, or its successor(s), or any other
custodian appointed by the Fund for such other series of the Fund. With respect
to all other series of the Fund, "Custodian" shall mean, Mellon Bank, N.A., as
custodian under the terms and conditions of the Custody Agreement between Mellon
Bank, N.A. and the Fund, or its successor(s), or any other custodian appointed
by the Fund for such other series of the Fund.
5. "Dreyfus" shall mean The Dreyfus Corporation and/or any
presently existing or future subsidiary thereof (excluding the Transfer Agent),
as the context requires.
6. "Dreyfus-affiliated fund" shall mean any mutual fund
sponsored, advised, sub-advised or administered by Dreyfus, or for which Dreyfus
acts as the primary distributor.
7. "Fund Business Day" shall be deemed to be each day on
which the Fund is required to determine its net asset value, and any other day
on which the Securities and Exchange Commission may require the Fund to be open
for business.
8. "Officer" shall be deemed to be the Fund's Chairman of the
Board, the Fund's President, any Vice President of the Fund, the Fund's
Secretary, the Fund's Treasurer, the Fund's Controller, any Assistant Controller
of the Fund, any Assistant Treasurer of the Fund, any Assistant Secretary of the
Fund, and any other person duly authorized by the Fund's Board to execute any
Certificate, instruction, notice or other instrument on behalf of the Fund and
named in the Certificate annexed hereto as Appendix A, as such Certificate may
be amended from time to time.
9. "Prospectus" shall mean the most current Fund prospectus
and statement of additional information with respect to which a registration
statement under the Securities Act of 1933, as amended, has become effective.
10. "Shares" shall mean all or any part of each series and
class of shares of beneficial interest of the Fund listed in the Certificate
annexed hereto as Appendix B, as it may be amended from time to time, which from
time to time are authorized and/or issued by the Fund.
11. "Transfer Agent" shall mean Dreyfus Transfer, Inc., as
transfer agent, registrar and dividend disbursing agent under the terms and
conditions of this Agreement, its permitted agent(s), sub-contractor(s),
successor(s) or assign(s).
12. Unless otherwise specified, "written" or "in writing"
refers to an original, manually-signed document.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Fund hereby constitutes and appoints the Transfer
Agent as transfer agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as transfer
agent and dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth, including those set forth on Appendices C(1) and C(2),
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and Exhibit 1 - "System Report Output," for the fees set forth therein.
3. In connection with such appointment, the Fund shall
deliver the following documents to the Transfer Agent:
(a) A certified copy of the Fund's Agreement and
Declaration of Trust and all amendments thereto;
(b) A certified copy of the By-Laws of the Fund;
(c) A certified copy of a resolution of the Fund's
Board appointing the Transfer Agent and authorizing the execution of this
Transfer Agency Agreement;
(d) A Certificate signed by the Secretary of the Fund
specifying with respect to each class of Shares: the number of authorized
Shares, and the number of such authorized Shares issued and currently
outstanding, the names and specimen signatures of the Officers of the Fund, and
the name and address of the legal counsel for the Fund;
(e) Specimen Share certificates for each class of
Shares in the form approved by the Fund's Board, together with a certificate
signed by the Secretary of the Fund as to such approval;
(f) Copies of the Fund's Registration Statement, as
amended to date, and the most recently filed Post-Effective Amendment thereto,
filed by the Fund with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, together with any applications filed in connection therewith;
(g) Opinion of counsel for the Fund with respect to the
validity of the authorized and outstanding Shares, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable federal law or regulation (i.e.,
if subject to registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the specific grounds
therefor); and
(h) Such other documents as may reasonably be requested
by the Transfer Agent in order for it to properly perform its duties under this
Agreement.
4. The Fund shall furnish the Transfer Agent with a
sufficient supply of blank Share certificates and will replenish such supply
within 30 days after receiving a request therefor from the Transfer Agent. Such
blank Share certificates shall be properly signed, by facsimile or otherwise, by
Officers of the Fund authorized by law or by the By-Laws to sign Share
certificates, and, if required, shall bear the corporate seal or facsimile
thereof.
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ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Fund shall deliver to the Transfer Agent the following
documents on or before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of a resolution of the Fund's
Board authorizing the amendment to the Agreement and Declaration of Trust giving
effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the increased number of Shares and
the status of such Shares under the Securities Act of 1933, as amended, and any
other applicable federal law or regulation (i.e., if subject to registration,
that they have been registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a certified copy of a
resolution of the Fund's Board increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares of the Fund
pursuant to stock dividends or stock splits, etc., and prior to any reduction in
the number of Shares outstanding, the Fund shall deliver the following documents
to the Transfer Agent:
(a) A Board certified copy of the resolution(s) adopted
by the Fund and/or the shareholders of the Fund authorizing such issuance of
additional Shares of the Fund or such reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect to
the validity of the additional Shares of the Fund and the status of such Shares
under the Securities Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that they have been
registered and that the Registration Statement has become effective, or, if
exempt, the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization
or other capital adjustment requiring a change in the form of Share
certificates, the Transfer Agent will issue Share certificates in the new form
in exchange for, or upon transfer of, outstanding Share certificates in the old
form, upon receiving:
(a) A Certificate authorizing the issuance of Share
certificates in the new form;
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(b) A certified copy of any amendment to the Agreement
and Declaration of Trust with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Fund's Board, with a Certificate signed
by the Secretary of the Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of such Shares under
the Securities Act of 1933, as amended, and any other applicable federal law or
regulation (i.e., if subject to registration, that the Shares have been
registered and that the Registration Statement has become effective or, if
exempt, the specific grounds therefor).
2. The Fund shall furnish the Transfer Agent with a sufficient
supply of blank Share certificates in the new form, and will replenish such
supply within 30 days after receiving a request therefor from the Transfer
Agent. Such blank Share certificates shall be properly signed by Officers of the
Fund authorized by law or by the by-laws to sign Share certificates and, if
required, shall bear the Fund's seal or facsimile thereof.
ARTICLE V
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
1. (a) The Transfer Agent shall accept with respect to the
Fund's Shares on each Fund Business Day, at such times as are specified in the
Prospectus and at such other times as are agreed upon from time to time by the
Transfer Agent and the Fund, each (i) purchase order received from a purchaser,
or shareholder, whether or not an Approved Institution, and (ii) redemption
request either received from a shareholder or an Approved Institution, or
contained in a Certificate, provided that such purchase order or redemption
request, as the case may be, is in conformity with the Fund's purchase and
redemption procedures described in the Prospectus.
(b) The Transfer Agent also shall accept with respect
to the Fund's Shares on each Fund Business Day, at such times as are specified
in the Prospectus and at such other times as are agreed upon from time to time
by the Transfer Agent and the Fund, a computer tape containing the information
set forth in Section 1(a) which is furnished by or on behalf of any Approved
Institution.
2. On each Fund Business Day, the Transfer Agent shall, as of
the time at which the Fund computes its net asset value, record the issuance to,
and redemption from, the accounts specified in a purchase order, redemption
request, or computer tape which, in accordance with the Prospectus, is effective
on such Fund Business Day, the appropriate number of full and fractional Shares
based on the net asset value per Share of such class specified in an advice or
computer tape received on such Fund Business Day from the Fund. Notwithstanding
the foregoing, if a redemption specified in a computer tape is for a dollar
value of Shares in excess of the dollar value of uncertificated Shares in the
specified account, the Transfer Agent shall not record such redemption in whole
or part, and shall immediately orally advise the Approved Institution which
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supplied such tape of such discrepancy, with an advice in writing faxed to the
Approved Institution on that same day and mailed to the Approved Institution on
the following day.
3. The Transfer Agent shall, as of each Fund Business Day
specified in a Certificate or resolution described in paragraph 1 of succeeding
Article VI, record the issuance of Shares of a class, based on the net asset
value per Share of such class specified in an advice or computer tape received
from the Fund on such Fund Business Day, in connection with a reinvestment of a
dividend or distribution on Shares of such class.
4. On each Fund Business Day, the Transfer Agent shall supply
the Fund as early as is reasonably practicable with a statement specifying with
respect to the immediately preceding Fund Business Day: the total number of
Shares of each class (including fractional Shares) issued and outstanding at the
opening of business on such day; the total number of Shares of each class
recorded by the Transfer Agent as having been issued on such day pursuant to
preceding paragraph 2 of this Article; the total number of Shares of each class
recorded by the Transfer Agent as having been redeemed on such day; the total
number of Shares of each class, if any, recorded by the Transfer Agent as having
been issued on such day pursuant to preceding paragraph 3 of this Article, and
the total number of Shares of each class issued and outstanding as of the close
of such business day. As soon as is reasonably practicable after such statement
is received by the Fund, the Fund shall confirm the number of Shares of each
class issued and outstanding contained therein, and may make any necessary
corrections, by delivering to the Transfer Agent a Certificate with respect to
the same.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are described in either
of the Prospectus or this Agreement. In the event of conflicting language with
respect to such statements, the Prospectus will control. If the Prospectus
indicates that certificates for Shares are available, and if specifically
requested in writing by any shareholder, or if otherwise required hereunder, the
Transfer Agent will countersign, record the issuance of and mail, by not less
than first class insured mail, to such shareholder at the address set forth in
the records of the Transfer Agent, a Share certificate for any full Shares
requested. In addition, the Transfer Agent shall record the issuance of and mail
Share Certificates for full Shares requested otherwise than in writing provided
such request is in accordance with the Prospectus.
6. As of each Fund Business Day, the Transfer Agent shall
furnish, at the Fund's direction, an advice in writing or, if requested by the
Fund, a computer tape, setting forth the number and dollar amount of Shares to
be redeemed or purchased on such Fund Business Day in accordance with paragraph
2 of this Article.
7. The Transfer Agent shall direct the Custodian to transfer
moneys to the dividend disbursing/redemption payment account in connection with
a redemption of Shares, and then shall cancel the redeemed Shares and after
making appropriate deduction for any withholding of taxes required of it by
applicable law (a) in the case of a redemption of Shares pursuant to a
redemption described in preceding paragraph 1(a) of this Article, make payment
in accordance with the Fund's redemption and payment procedures described in the
Prospectus and the shareholder's instructions with respect thereto (so long as
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such instructions do not conflict with the Prospectus), and (b) in the case of a
redemption of Shares pursuant to a computer tape described in preceding
paragraph 1(b) of this Article, make payment by directing a federal funds wire
order to the account previously designated by the Approved Institution specified
in said computer tape.
8. The Transfer Agent shall not be required to record the
issuance of Shares after it has received from an Officer of the Fund or from an
appropriate federal or state authority written notification that the sale of
such Shares has been suspended or discontinued, nor shall it be required to
record the redemption of any Shares after it has received written notification
to such effect from an Officer of the Fund or from an appropriate federal
authority. The Fund will supply to the Transfer Agent a Certificate listing the
states in which the Fund's shares are qualified for sale, as amended from time
to time, and the Transfer Agent will record the issuance of Shares only with
respect to persons or entities having addresses in such States.
9. The Transfer Agent shall accept a computer tape which is
furnished by or on behalf of any Approved Institution and is represented to be
instructions with respect to the transfer of Shares from one account of such
Approved Institution to another account of such Approved Institution, and shall
effect the transfers specified in said computer tape.
10. Except as otherwise provided in paragraph 11 of this
Article, Shares will be transferred or redeemed upon presentation to the
Transfer Agent of Share certificates or instructions properly endorsed for
transfer or redemption, accompanied by such documents as the Transfer Agent
reasonably deems necessary to evidence the authority of the person making such
transfer or redemption, and bearing satisfactory evidence of the payment of
stock transfer taxes, if any. The Transfer Agent reserves the right to refuse to
transfer or record the redemption of Shares until it is reasonably satisfied
that the endorsement on the Share certificate or instructions is valid and
genuine, and for that purpose it will require, unless otherwise instructed by an
authorized Officer of the Fund, a guarantee of signature pursuant to standards
and a program adopted in accordance with Rule 17Ad-15 under the Securities
Exchange Act of 1934. The Transfer Agent also reserves the right to refuse to
transfer or record the redemption of Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers or record
redemptions which the Transfer Agent, in its reasonable judgment, deems improper
or unauthorized, or until it is satisfied that there is no basis to any claims
adverse to such transfer or redemption. The Transfer Agent may, in effecting
transfers or recording redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code, as the same may be amended from time to time,
applicable to the transfer of securities.
11. Notwithstanding any provision contained in this Agreement
to the contrary, the Transfer Agent shall not be required or expected to obtain,
as a condition to any transfer of any Shares pursuant to paragraph 9 of this
Article, any documents, including, without limitation, any documents of the kind
described in paragraph 10 of this Article, to evidence the authority of the
person requesting the transfer or redemption and/or the payment of any stock
transfer taxes.
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ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall advise the Transfer Agent as to the
following: (i) with respect to each class of Shares, the date of the declaration
of a dividend or distribution, the date of accrual or payment, as the case may
be, thereof, the record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per Share of such
dividend or distribution, the payment date on which all previously accrued and
unpaid dividends are to be paid, and the total amount, if any, payable to the
Transfer Agent on such payment date, or (ii) whether the Fund has authorized the
declaration of dividends and distributions on a daily or other periodic basis.
2. Upon the payment date specified in paragraph 1 above, the
Transfer Agent shall, in the case of a cash dividend or distribution, cause the
Custodian to transfer to the dividend disbursing/redemption payment account an
amount of cash, if any, sufficient for the Transfer Agent to make the payment,
if any, to such Shareholders of record as of such payment date who have not
elected to reinvest such dividend or distribution in shares of the Fund. The
Transfer Agent will, upon the transfer of any such cash, make payment of such
cash dividends or distributions to such Shareholders of record as of the record
date by: (i) mailing a check, payable to the registered shareholder or other
properly authorized payee, to the address of record or dividend mailing address,
or (ii) wiring such amounts, or transferring such amounts through the Automated
Clearing House, to the accounts previously designated by an Approved
Institution, as the case may be. If the Custodian shall not transfer sufficient
cash to enable the Transfer Agent to make payments of any cash dividend or
distribution on the payable date to all shareholders of record of the Fund as of
the record date, the Transfer Agent shall immediately so notify the Fund, and
only after such notification may withhold payment to all shareholders of record
as of the record date until sufficient cash is provided.
3. It is understood that the Transfer Agent shall file timely
such appropriate information returns concerning the payment of dividends and
other distributions with the proper federal, state and local authorities as are
required by law to be filed by the Fund and shall be responsible for the
collection or withholding of taxes due on such dividends or distributions due to
shareholders to the extent required of it by applicable law or as agreed between
the Transfer Agent and the Fund.
ARTICLE VII
CONCERNING THE FUND
1. The Fund shall deliver to the Transfer Agent written
notice of any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Transfer Agent may issue such Share certificates of the Fund notwithstanding
such death, resignation or removal, and the Fund shall deliver to the Transfer
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Agent such approval, adoption or ratification as may be required by law.
2. Each copy of the charter documents of the Fund and copies
of all amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of organization. Each copy of the By-Laws and
copies of all amendments thereto, and copies of resolutions of the Fund's Board,
shall be certified by the Secretary or Assistant Secretary of the Fund under its
corporate seal.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent shall keep such records as are
specified in Appendix C(1) hereto in the form and manner, and for such period,
as are required by the rules and regulations of appropriate government
authorities, in particular Rules 31a-2 and 31a-3 under the Investment Company
Act of 1940, as amended from time to time. The records specified in Appendix
C(1) hereto maintained by the Transfer Agent pursuant to this paragraph 1 shall
be considered to be the property of the Fund and the Transfer Agent shall make
such records available promptly upon request for inspection by representatives
of the Fund's auditors and legal counsel, employees of the Fund, officers of the
Fund and employees of Dreyfus or any of its affiliates designated by the Fund,
and such records shall be delivered to the Fund (or a designated successor
transfer agent) upon request and in any event upon the date of termination of
this Agreement, in all forms and manner kept by the Transfer Agent on such date
of termination or such earlier date as may be requested by the Fund. By way of
illustration only, and in no way limiting the generality of the foregoing
provisions, if the Transfer Agent or its agent captures signatures from Fund
applications for the purpose of verifying signatures on redemption checks, the
captured signatures (representations of the shareholder's signature which are
relied upon to verify signatures) are considered to be the property of the Fund
in all forms maintained. In addition, account history data or other account
information maintained on microfiche, microfilm, hard copy or other format, are
all considered to be property of the Fund. The Fund will pay the Transfer
Agent's reasonable out-of-pocket expenses for handling and delivering records to
the Fund (or a designated successor transfer agent) pursuant to this paragraph,
but will not be charged any amount for the compilation of such records.
Inspections of records hereunder shall take place only during
business hours, and upon not less than one business day's prior notice to the
Transfer Agent.
2. The Transfer Agent may, upon written approval of the Fund,
employ agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall
have with respect to the actions or omissions to act of each such agent,
sub-contractor or attorney-in-fact the same rights, duties, and responsibilities
as the Transfer Agent would have had if any such actions or omissions to act
were the action or omission to act of the Transfer Agent or any officer or
employee of the Transfer Agent. By executing this Agreement, the Fund gives its
approval to the utilization of First Data Investor Services Group, Inc., and its
permitted successors and assigns, as sub-contractor for the performance of any
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or all of the services required to be performed by the Transfer Agent hereunder.
3. Share certificates, the value of which does not exceed the
limits of the Transfer Agent's Blanket Bond, shall be sent by the Transfer Agent
by certified mail. Share certificates, the value of which exceeds the limits of
the Transfer Agent's Blanket Bond, will be sent by the Transfer Agent by
registered mail with adequate insurance.
4. The Transfer Agent may issue new Share certificates in
place of Share certificates represented to have been lost, stolen or destroyed
upon receiving instructions in writing from an Officer and indemnity provided by
the alleged owner of the Share certificates reasonably deemed satisfactory by
the Transfer Agent. Such instructions from the Fund shall be in such form as
approved by the Fund's Board of in accordance with the provisions of law or of
the By-Laws of the Fund governing such matters. The Transfer Agent may issue new
Share certificates in exchange for, and upon surrender of, mutilated Share
certificates.
5. The Transfer Agent will issue and mail subscription
warrants for the Shares; Shares representing dividends, exchanges or splits, or
act as conversion agent upon receiving written instructions from an Officer and
such other documents as the Transfer Agent reasonably may deem necessary.
6. The Transfer Agent will supply shareholder lists to the
Fund from time to time, at no cost to the Fund, upon receiving a request
therefor from an Officer of the Fund.
7. At the request of an Officer, the Transfer Agent will
address and mail such appropriate notices to shareholders as the Fund may
direct.
8. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares to,
the sufficiency of the amount to be received therefor from, or the authority of,
any Approved Institution or the Fund, as the case may be, to request such sale
or issuance;
(b) The legality of a transfer or redemption of Shares
requested by, the propriety of the amount to be paid therefor by, or the
authority of any Approved Institution or the Fund, as the case may be, to
request, such transfer or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issuance of any Shares in payment of any stock
dividend; or
(d) The legality of any recapitalization or
readjustment of the Shares.
9. The Transfer Agent shall be entitled to receive and the
Fund hereby agrees to pay to the Transfer Agent for its performance hereunder,
including its performance of the duties and functions set forth in the
Appendices hereto, the amounts set forth therein, as amended from time to time.
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10. The Transfer Agent will at all times during the term of
this Agreement maintain the following insurance policies, issued by a qualified
insurance carrier with a Best's rating of `A' or better, in at least the
following minimum amounts: (i) an Investment Company Asset Protection Bond
providing coverage for, among other things, employee dishonesty, loss of
money/securities, and forgery, in the amount of $125 million, such amount to be
increased annually in proportion to the extent the total of all assets being
serviced by the Transfer Agent increases, and (ii) a Professional Liability
Policy providing errors and omissions coverage in the amount of $5 million. Such
bonds may be in the form of a joint bond insuring the Dreyfus-affiliated funds,
and Dreyfus and its affiliates, and in the case of (i) above, the Transfer Agent
may rely on such bond maintained by the Dreyfus-affiliated funds.
11. The Transfer Agent will not give any other organization
or mutual fund, whether or not affiliated with the Transfer Agent, any
preference in supplying any material service to be provided hereunder.
ARTICLE IX
TERMINATION
This Agreement shall continue until terminated as provided
hereafter. Each of the rights of termination provided in this Article is
separable and independent, and a party's ability or inability to terminate this
Agreement under one of such provisions shall not, by itself, preclude such party
from exercising any other of such provisions.
1. The Fund may terminate this Agreement in accordance with
the provisions of Appendix D hereto.
2. The Fund may terminate this Agreement immediately if the
Transfer Agent shall fail to perform the transfer agency services provided for
hereunder in any material respect, and such failure shall continue to be
unremedied for a period of forty-five (45) days after receipt of written notice
from the Fund specifying the failure and demanding that the same be remedied,
except for such failures which by their nature require a longer period to effect
a cure. With respect to those failures, the Transfer Agent must commence cure
immediately and continue to work diligently until such cure is effected. The
Transfer Agent will in all cases notify the Fund promptly once a cure is
effected. The Transfer Agent's right to cure a failure to provide transfer
agency services pursuant to this paragraph will not be available, and the Fund
will therefore have the right to immediately terminate this Agreement, with
respect to a second failure to provide the same or substantially similar
services within any six month period after notice of the cure of the initial
failure.
3. The Fund may terminate this Agreement immediately, and at
any point during a period of two years thereafter, if: (a) the Transfer Agent is
adjudicated insolvent or bankrupt or ceases to do business, is unable or admits
in writing its inability to pay all debts as they mature or make a general
assignment for the benefit of, or enters into a composition or arrangement with,
creditors; (b) all or a substantial part of the property of the Transfer Agent
is sequestered by court order and such order remains in effect for more than
thirty (30) days; (c) the Transfer Agent authorizes, applies for or consents to
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the appointment of a receiver, trustee or liquidator of all or a substantial
part of its assets or has such proceedings seeking such appointment commenced
against it which are not terminated within thirty (30) days of such
commencement; or (d) the Transfer Agent files a voluntary petition under the
reorganization or arrangement provisions of the laws of the United States
pertaining to bankruptcy or any similar law of any jurisdiction, or has
proceedings under any law instituted against it, which are not terminated within
thirty (30) days of such commencement.
4. The Transfer Agent may, at any time, give the Fund written
notice of the proposed acquisition of the Transfer Agent (or substantially all
of its assets) or of any entity (or substantially all of its assets), which
controls, directly or indirectly, the Transfer Agent, by an unaffiliated third
party which, directly or indirectly, neither controls, is controlled by or is
under common control with, the Transfer Agent. The Fund may, in its sole
discretion, and at any time within the sixty (60) days following receipt of such
notice from the Transfer Agent, give to the Transfer Agent the Fund's written
consent to such acquisition. In the event of any such acquisition of the
Transfer Agent of which the Fund was not given notice, or to which the Fund did
not consent in writing, the Fund may at any time thereafter terminate this
Agreement upon one day's notice. No consent of the Fund will be required for the
acquisition of the Transfer Agent, or substantially all of its assets, by any
entity which now or in the future controls, is controlled by or is under common
control with the Transfer Agent.
5. The Fund may terminate this Agreement, upon twelve months
prior written notice to the Transfer Agent (unless the date of this Agreement is
less than twelve months prior to the effective termination date of which the
Transfer Agent has been given notice by the other Dreyfus-affiliated funds
pursuant to their respective transfer agency agreements).
6. The Transfer Agent may terminate this Agreement by giving
the Fund notice in writing specifying the date of such termination, which shall
be not less than twenty-four months after the date of receipt of such notice. If
the Transfer Agent gives such notice, the Fund will have the option to extend
such proposed termination date by an additional six months. The Fund may
exercise this option by giving notice thereof to the Transfer Agent in writing
no less than three months prior to the Transfer Agent's originally proposed
termination date.
7. In the event notice of termination is given by the Fund,
it shall be accompanied by a copy of a resolution of the Fund's Board, certified
by the Secretary or any Assistant Secretary, electing to terminate this
Agreement and specifying the date of termination. The Fund shall designate a
successor transfer agent or transfer agents prior to the date of termination
specified in such notice. In the event notice of termination is given by the
Transfer Agent, the Fund shall, on or before the termination date, deliver to
the Transfer Agent a copy of a resolution of its Board certified by the
Secretary or any Assistant Secretary designating a successor transfer agent or
transfer agents. In the absence of such designation by the Fund, the Transfer
Agent may designate a successor transfer agent. If the Fund fails to designate a
successor transfer agent and if the Transfer Agent is unable to find a successor
transfer agent, the Fund shall, upon the date specified in the notice of
termination of this Agreement and delivery of the records required to be
maintained hereunder, be deemed to be its own transfer agent and the Transfer
Agent shall thereby be relieved of all further duties and responsibilities
pursuant to this Agreement.
-12-
8. Anything in this Agreement to the contrary
notwithstanding, any liability of the Transfer Agent to the Fund arising out of
and during the term of this Agreement, or the period of confidentiality provided
for in paragraph 7 of Article XIII, shall survive the termination of this
Agreement for a period of six years and, with respect to the provisions of
paragraph 7 of Article XIII, shall survive the period of such confidentiality
for a period of six years, regardless of whether such respective liability is
discovered prior to such termination or prior to the end of such period.
ARTICLE X
CASH MANAGEMENT SERVICES
Except as provided herein or otherwise agreed to in writing
between the parties, the cash management services set forth in Appendix E shall
be provided by a third-party cash manager ("Cash Manager"). During the term of
such agreement, the Transfer Agent will interface with the Cash Manager in all
respects as are reasonably necessary for the provision of such cash management
services to the Fund.
ARTICLE XI
FEES
The fees to be paid to the Transfer Agent by the Fund pursuant
to this Agreement shall only be earned by the Transfer Agent, and the Fund will
be liable for the payment thereof, beginning on the later of the date of this
Agreement or the date the Transfer Agent first provides the transfer agency
functions contemplated hereby.
The Transfer Agent's fees hereunder (except those fees
provided for under "Benefit Plans" on page C-10 hereof, which are not subject to
any change, except as may be mutually agreed) will be subject to an annual
percentage increase or decrease based upon the numerically smaller of: (a)
seventy-five percent (75%) of the percentage change, for the immediately
preceding year, in the Bureau of Labor Statistics "Consumer Price Index for all
Urban Consumers: U.S. City Average by Expenditure Category and Service Group -
Services (less rent)" ("CPI") or any successor index, or (b) seven percent (7%).
Any such increase or decrease will, however, be subject to the following: (i)
the Transfer Agent must provide the Fund with written notice of any proposed
increase at least six months prior to the effectiveness thereof, (ii) a decrease
in fees shall only occur when the CPI has decreased for two consecutive years
and will then be based upon the decrease for the second year, e.g. if 75% of the
CPI's decrease equals 4% in year four and 8% in year five, the fees to be paid
by the Fund hereunder would not otherwise change in year five, and would
decrease by 7% in year six, and (iii) all fees to be paid to the Transfer Agent
by the Fund hereunder, whether for services currently enumerated or added in the
future, will at all times be at a rate no greater than the fees charged to any
other mutual fund by the Transfer Agent for substantially equivalent services,
after adjusting for any float benefits to put such fees on a comparable basis
for the purposes of this calculation. The Transfer Agent will deliver to the
Fund, on an annual basis within thirty (30) days after the end of each year, a
statement signed by the president or chief financial officer of the Transfer
-13-
Agent, confirming the Fund's "most favored customer" status. The Fund shall have
the right, at its option, to request the Transfer Agent's independent auditors
to independently confirm such status of the Fund. In connection therewith, the
Transfer Agent shall give its independent auditors full and unimpeded access to
the information and documents deemed by such auditors to be necessary for the
accomplishment of such audit. The Transfer Agent and the Fund will each pay
one-half of the cost of such audit.
ARTICLE XII
LIABILITY AND INDEMNITY
1. The Transfer Agent shall be liable hereunder for any loss,
cost, expense or damage, including reasonable counsel fees, which result from
the acts or omissions to act of the Transfer Agent, its agents or
attorneys-in-fact, in breach of this Agreement or when such acts or omissions to
act constitute negligence, bad faith or willful misconduct.
2. So long as the Transfer Agent has acted or omitted to act
in good faith, without negligence or willful misconduct, the Fund shall
indemnify and exonerate, save and hold harmless the Transfer Agent from and
against any and all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorney's fees) and liabilities of any
and every nature which the Transfer Agent may sustain or incur or which may be
asserted against the Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer Agent in connection with
its duties under this Agreement and in reliance upon or pursuant to: (i) any
provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape received by the Transfer Agent
from an Approved Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed, countersigned or
executed by any duly authorized Officer of the Fund; (v) any Certificate or
other instructions of an Officer, or resolution of the Fund's Board; or (vi) any
opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund
prior to incurring any expense (including attorney's fees) in connection with
any claim, demand or liability for which it may seek indemnification from the
Fund hereunder. The Fund will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, and in such case, such
defense will be conducted by counsel of good standing chosen by the Fund and
approved by the Transfer Agent, such approval not to be unreasonably withheld.
The Fund will not settle any such action without the prior written consent of
the Transfer Agent, if such settlement would require the Transfer Agent to
perform any action or incur any liability not otherwise required by this
Agreement. The Transfer Agent will not, without the Fund's prior written
consent, settle any claim, demand or liability for which the Fund will be asked
for indemnification hereunder. The Fund's indemnity of the Transfer Agent
hereunder will survive termination of this Agreement for a period of six years
and, with respect to the provisions of paragraph 7 of Article XIII, for a period
of six years after the end of the period of confidentiality provided thereunder.
3. Specifically, but not by way of limitation, the Fund shall
indemnify and exonerate, save and hold harmless the Transfer Agent from and
against any and all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorney's fees) and liabilities of any
-14-
and every nature which the Transfer Agent may sustain or incur or which may be
asserted against the Transfer Agent by any person in connection with the
genuineness of a Share Certificate or the form and amount of authorized Shares,
provided the Transfer Agent has acted in good faith and without negligence or
willful misconduct.
4. At any time the Transfer Agent may apply to an Officer of
the Fund for written instructions with respect to any matter arising in
connection with the Transfer Agent's duties and obligations under this
Agreement, and the Transfer Agent shall not be liable for any action taken or
omitted by it in good faith in accordance with such written instructions.
ARTICLE XIII
MISCELLANEOUS
1. The Fund, representatives of the Fund's auditors and legal
counsel, and employees, and officers of the Fund or other persons designated by
the Fund shall have the right from time to time to perform on-site audits at the
facility of the Transfer Agent which do not result in an unreasonable disruption
of the business of the Transfer Agent, such audits to include, but not be
limited to, monitoring phone conversations (to the extent permitted by law) and
reviewing correspondence and operating procedures as they relate to the
provision of services under this Agreement. On-site audits are intended to
permit the Fund, among other things, to assure itself that the Transfer Agent's
system of internal accounting controls is adequate and shall be conducted in
accordance with an audit program, the scope and frequency of which shall be
agreed upon from time to time in good faith by the parties. Visits to the
Transfer Agent's facility may take place only during business hours and upon
request given to the Transfer Agent not less than one business day prior to the
proposed date of audit, unless such notice is inconsistent with the objectives
of the audit program. The Fund and such persons also may obtain a reasonable
number of copies of records and accounts directly related to the services to be
supplied hereunder by the Transfer Agent.
The Transfer Agent shall provide the Fund with a report, which
includes control objectives, in accordance with Statement on Auditing Standards
No. 44, Paragraphs Nos. 42 through 46, "Special Purpose Reports on Internal
Accounting Control at Service Organizations," as amended or replaced from time
to time, issued by the American Institute of Certified Public Accountants, on
the Transfer Agent's system of internal controls with respect to its shareowner
accounting system. The report shall be prepared by the Transfer Agent's auditing
firm annually, on or before February 28 for the prior year ended December 31.
The Transfer Agent shall provide the Fund with an updated
semi-annual review report on the Transfer Agent's system of internal controls
with respect to its shareowner accounting system. The semi-annual report shall
be prepared by the Transfer Agent's independent auditing firm within 30 days
after the close of each semi-annual period.
2. During the term of this Agreement, at no additional cost
to the Fund, the Transfer Agent shall provide back-up facilities to the data
center or centers used by the Transfer Agent to provide transfer agency services
to the Fund (collectively, the "Back-Up Facility") capable of supplying the
-15-
transfer agency services specified herein to the Fund in case of damage to the
primary facility providing those services. The back-up to the data center
operations facility will have no other function that could not be suspended
immediately for an indefinite period of time to allow the facility to function
as a back-up facility. Transfer to the Back-Up Facility shall commence
immediately after the primary facility fails to provide the transfer agency
services described herein for 24 consecutive hours. Transfer shall be completed
within an additional 24 hours after failure to the primary facility. If the
Transfer Agent determines, prior to the expiration of the initial 24 hour
period, that the primary facility will be unable to resume providing such
transfer agency services prior to the end of such period, transfer to the
Back-Up Facility shall commence at the time of such determination. Within forty
eight hours after failure of the primary facility, the Transfer Agent will
perform its services from the Backup Facility to 100% of all financial
transactions and advice and, within two weeks, to at least 80% of each of the
other service level objectives defined in Appendix D. The Fund shall bear no
costs related to such transfer. Once the primary facility has recovered, it
shall again provide the transfer agency services to the Fund with no loss of
time and at no additional cost to the Fund. The Transfer Agent shall use
reasonable efforts to provide the services described in this Agreement from the
Back-Up Facility at service levels described in Appendix D. Notwithstanding the
foregoing, the parties agree that for a period of six months from the date of
transfer to the Back-Up Facility or such shorter period ending on the date the
primary facility is able to provide service, if the primary facility is so able
prior to the expiration of such six-month period ("Back-Up Period"), the "Fee
Credits" (and only the "Fee Credits") described in said Appendix D shall be
suspended for those services provided from the Back-Up Facility during that
period; provided, however, that the Fee Credit provisions of said Appendix D
shall not be so suspended unless the transfer to the Back-Up Facility shall have
occurred by reason of Causes (as defined in said Appendix D), other than a Cause
described in clause (c) of the penultimate paragraph under the caption "General"
in Appendix D (a "Clause (c) Cause"). If providing service from the Back-Up
Facility continues for longer than the Back-Up Period referred to above, or at
any time when such services are again provided from the primary facility, all
terms and conditions of Appendix D shall be reinstated in full force and effect.
The Transfer Agent shall act to have the primary facility restored as promptly
as is reasonably practicable. The Transfer Agent shall not be excused from the
performance of its obligations under this Agreement pursuant to the provisions
of the penultimate paragraph under the caption "General" in Appendix D unless
the primary facility is rendered incapable of providing the transfer agency
services as a result of Causes, other than a Clause (c) Cause, and the Back-Up
Facility is subject to any Cause, including a Clause (c) Cause, and then shall
be excused only to the extent set forth in such paragraph. The Transfer Agent
shall also demonstrate its ability to effect a transfer to and provide adequate
services from a backup facility by developing, maintaining and testing "Disaster
Recovery procedures" for both its data center operations facility and transfer
agent operations facility. Plans should be provided to the Fund in written form
annually and should be updated at regular intervals to incorporate changes in
regular operating procedures. The Data Center recovery plans and transfer agent
operations recovery plan should be tested annually with the Fund participating
to test its interaction (i.e., data communication, voice communication, etc.)
with the backup facilities as specified in Service Level Agreement #13 - `Annual
Disaster Recovery Tests', in Appendix D.
-16-
3. The Transfer Agent agrees to comply with (including,
without limitation, maintaining its software in compliance with) all laws, rules
and regulations relevant and material to the performance of its duties hereunder
and shall be liable for its failure to do so only to the extent such failure
constitutes negligence, lack of good faith or willful misconduct.
4. Upon written request of the Fund, but not more frequently
than once in any twelve (12) month period, the parties shall select a third
party ("Third Party Auditor") to review all documentation (user and technical)
for the computer software system utilized by the Transfer Agent to provide the
transfer agency services to be provided hereunder ("System") to determine
whether the documentation sufficiently reflects the System, can be used by third
parties to independently operate and maintain the System, and that the
documentation is adequate for its purposes consistent with general industry
standards. Compensation and expenses of the Third Party Auditor shall be paid
equally by the parties. The Third Party Auditor shall submit a report in writing
to both parties as promptly as possible. Both parties shall cooperate fully with
the Third Party Auditor, including permitting full access to the System,
including all documentation, personnel and source code, subject to the Third
Party Auditor signing a reasonable confidentiality agreement containing
provisions similar to those contained in paragraph 7 of this Article. The
Transfer Agent shall promptly correct any defects in the documentation
determined to exist by the Third Party Auditor to the satisfaction of the Third
Party Auditor. When the Third Party Auditor is satisfied that the documentation
meets the foregoing requirements, it shall so notify both parties in writing.
5. The Fund agrees that prior to effecting any change in the
Prospectus (other than changes required by applicable law or regulation) which
would increase or alter the duties and obligations of the Transfer Agent
hereunder, it shall advise the Transfer Agent of such proposed change at least
30 days prior to the intended date of the same, if reasonably practicable, and
shall proceed with such change only if it shall have received the consent of the
Transfer Agent thereto, and the Transfer Agent shall not unreasonably withhold
such consent. In connection with any such increase or alteration of the duties
and obligations of the Transfer Agent hereunder, the Transfer Agent shall
receive such additional charges as the parties may mutually agree.
6. Unless otherwise specified, any notice or other instrument
in writing authorized or required by this Agreement to be given to either party
hereto shall be sufficiently given when delivered by express mail service such
as Federal Express or by registered or certified mail (return receipt requested)
or by hand to the following persons at the following addresses:
If to the Fund:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
-17-
If to the Transfer Agent:
Xxx Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: President
with a copy to:
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
or to such other person or address as shall have been specified in writing by
the party to whom such notice is to be given.
7. The Fund's records, including all those maintained
hereunder by the Transfer Agent, whether in magnetic media, hard copy, film form
or other format, shall be the Fund's property for all purposes and the Transfer
Agent shall treat confidentially and as proprietary information of the Fund all
such records and other information relative to the Fund and its shareholders
which is not independently available to the Transfer Agent or in the public
domain and, in the case of a shareholder list, in the same format, and shall
have no interest therein and shall use such records only in connection with the
performance of its duties hereunder and for no other purpose. The Transfer
Agent's documentation, system specifications and other information relating to
the Transfer Agent's computer software system to provide transfer agency
services to mutual funds shall be the Transfer Agent's property for all
purposes, and the Fund shall treat confidentially and as proprietary information
of the Transfer Agent all such documentation, system specifications and other
information which is not independently available to the Fund or in the public
domain. The Fund shall treat confidentially and as proprietary information of
any sub-contractor employed by the Transfer Agent pursuant to paragraph 2 of
Article VIII of this Agreement all documentation, system specifications and
other information which is not independently available to the Fund or in the
public domain relating to the sub-contractor's computer software system to
provide transfer agency services to mutual funds and the same shall be the
property of such sub-contractor. Both parties agree to take such precautions
with respect to all such information and data, including information and data of
any sub-contractor employed by the Transfer Agent, that they take to guard the
secrecy and confidentiality of their own most confidential information and data.
In particular, each party agrees with respect to such information and data, and
any information and data of any sub-contractor employed by the Transfer Agent:
(a) that all information and data so acquired by it or
its employees, agents or contractors under this Agreement, or in contemplation
thereof, shall be and shall remain the other party's exclusive property;
(b) to inform its employees, agents or contractors
engaged in handling such information and data of the confidential character of
such information and data;
-18-
(c) to limit access to such information and data to
authorized employees, agents or contractors of the Transfer Agent and the Fund
who have a need to know and use such information and data in connection with
this Agreement and the services to be supplied hereunder;
(d) to keep, and have their employees, agents and
contractors keep, any and all such information and data confidential;
(e) not to copy or publish or disclose such information
and data to others or authorize their employees, agents, contractors or anyone
else, to copy or publish or disclose such information and data to others without
the other party's written approval except if required by a State or Federal
court or agency and in such an event prompt written notice of such disclosure
requirement shall be provided to the other party if permitted by law; and
(f) that upon termination of this Agreement: (i) all
records and other confidential information of the Fund in the possession of the
Transfer Agent shall be returned to the Fund (or designated successor transfer
agent) as provided in paragraph 1 of Article VIII, and (ii) all records and
other confidential information of the Transfer Agent in the possession of the
Fund shall be destroyed or, upon the written request and at the expense of the
Transfer Agent, returned to the Transfer Agent.
The confidentiality provisions noted above will survive
termination of this Agreement for a period of 20 years.
The parties further agree that this Agreement will be
considered confidential during the term of its existence, that access to it will
be limited to those employees, agents, contractors or other persons who have a
need to know of or utilize the Agreement (including, without being limited to,
the Fund's Board and the auditors and/or counsel to the Transfer Agent, the Fund
and Dreyfus), and that neither party will otherwise publish or disclose the
Agreement to others without the other party's written approval except if
required by a State or Federal court or agency, and in such event prompt written
notice of such disclosure requirement shall be provided to the other party if
permitted by law.
8. The Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the formality of
this Agreement. If any of the provisions of this Agreement conflict with the
provisions of Appendices hereto, such Appendices shall control.
9. No right or remedy available to any party at law or in
equity is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
-19-
10. 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 assigned, by operation of law or
otherwise, by either party without the written consent of the non-assigning
party.
11. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to principles of conflict of laws. Each party hereto submits and consents
to the exclusive jurisdiction of the State and Federal courts sitting in the
State of New York, New York County, in any action arising out of or connected in
any way with this Agreement. This provision shall have no effect if its
implementation would be to deny a party the right to maintain an action in
respect of this Agreement. Each party agrees that the service of process or of
any other papers upon any of them by certified mail at their respective address
set forth herein shall be deemed good, proper and effective service and hereby
expressly waives any defense based on lack of personal jurisdiction for any such
purpose.
12. 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.
13. The provisions of this Agreement are intended to benefit
only the Transfer Agent and the Fund, and their respective permitted agents,
successors and assigns.
14. The relationship between the parties hereto shall be that
of independent contractors and not partners or co-venturers, and neither party
shall hold itself out as an agent of the other with the authority to bind the
other.
15. The Fund will not use the Transfer Agent's name, or the
name of any sub-contractor employed by the Transfer Agent pursuant to paragraph
2 of Article VIII, in any Prospectus, sales literature or other material
relating to the Fund in a manner not approved by the Transfer Agent in writing
before such use, provided, however, that the Transfer Agent hereby consents, and
undertakes to secure the consent of any sub-contractor employed by the Transfer
Agent (without the necessity of the Fund doing any additional acts) to all uses
of the name of the Transfer Agent or sub-contractor, respectively, which merely
refer in accurate terms to the Transfer Agent's appointments hereunder, or the
appointment of any sub-contractor by the Transfer Agent, or which are required
by the Securities and Exchange Commission or a state securities commission and,
provided further, that in no case will the Transfer Agent unreasonably withhold
or delay such approval, and the Transfer Agent undertakes to ensure that any
sub-contractor employed by the Transfer Agent will not unreasonably withhold or
delay such approval. The Transfer Agent will not use the Fund's name, nor that
of its adviser, sub-adviser, administrator or distributor, without the prior
written consent of such respective entity (such approval not to be unreasonably
withheld), except as may reasonably be necessary for the performance of the
Transfer Agent's duties under this Agreement.
16. In case any provision contained in this Agreement shall be
determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of the remaining provisions
-20-
contained herein shall not be affected or impaired thereby insofar as possible
and reasonable.
17. Each of the parties hereto warrants to the other that it
is validly organized and in good standing in the state of its organization, that
it has the right and authority under its organizing documents to enter into this
Agreement and perform the duties or assume the responsibilities required
hereunder, and that its entry into this Agreement, performance of the duties or
assumption of the responsibilities hereunder is not prohibited by any applicable
law, rule or regulation, nor will it violate any other agreement to which such
party is now or shall become a party.
18. All times of day referred to in this Agreement shall be
New York time.
19. Except as otherwise provided hereafter, any controversy
or claim arising out of or relating to this Agreement, or the breach thereof,
shall be settled by arbitrators, one to be chosen by each party and a third to
be chosen by the said two arbitrators before entering upon arbitration. If one
of the parties fails to appoint an arbitrator within 30 days of notice by the
other party that it has chosen arbitration, or if the two appointed arbitrators
are unable to agree on the choice of a third within 30 days of their
appointment, then the American Arbitration Association shall be requested to
make such selection. If the American Arbitration Association fails within ten
days of such request to make such selection, then either party, upon notice to
the other, may apply to the Supreme Court, New York County for such selection
(or any other court having complete power and jurisdiction to entertain the
application and make the appointment). Each arbitrator chosen or appointed
pursuant to this paragraph shall be a disinterested person having at least ten
years experience in the County of New York in a calling connected with the
dispute. The arbitrators' decision will be final and binding upon both parties,
and judgment upon the award rendered by the arbitrators may be entered in any
Court having jurisdiction thereof.
Each party recognizes that the property and proprietary
information of the other is unique, and that the other party cannot be fully
compensated by money damages and would be irreparably harmed by the disclosure
of its confidential information and data in violation of the provisions of
paragraph 7 of this Article. The parties therefore agree that each may seek
immediate relief at equity for any failure to comply with paragraph 7 of this
Article, in addition to any other remedies such party may have in law or in
equity.
20. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof, and merges and supersedes all prior discussions, agreements and
understandings of every kind and nature between them relating to the subject
matter hereof. Neither party shall be bound by any condition, definition,
warranty or representation, other than as set forth or provided in this
Agreement or as may be, on or subsequent to the date hereof, set forth in a
writing signed by the party to be bound thereby.
21. This Agreement has been executed on behalf of the Fund by
the undersigned officer of the Fund in his/her 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 Board member, officer
or shareholder of the Fund individually.
-21-
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
and their respective seals to be hereunto affixed, as of the day and year first
above written.
DREYFUS TRANSFER, INC.
WITNESS:
By: /s/ Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx ------------------------
------------------------- Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
MPAM FUNDS TRUST
WITNESS:
By: /s/ Xxxx Xxxxxxxxxx
/s/ Xxxx X. Xxxxxx --------------------------------
------------------------- Xxxx Xxxxxxxxxx
Xxxx X. Xxxxxx
-22-
MPAM FUNDS TRUST
TRANSFER AGENCY AGREEMENT
APPENDIX A
I, Xxxx Xxxxxxxxxx, Secretary of MPAM Funds Trust ("Fund"), do
hereby certify that the following individuals,* whose specimen signatures are on
file with the Transfer Agent, have been duly authorized by the Board members of
the Fund to execute any Certificate, instruction, notice or other instrument in
connection herewith, including any amendment to Appendix B hereto, or to give
oral instructions on behalf of the Fund:
Xxxx X. Xxxxx Xxxx X. Xxxxxx
Xxxxxx Xxxxxxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx Xxxxx Xxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/Xxxx Xxxxxxxxxx
----------------------
Xxxx Xxxxxxxxxx
Secretary
-----------------
* Two (2) signatures required.
A-1
MPAM FUNDS TRUST
TRANSFER AGENCY AGREEMENT
APPENDIX B
I, Xxxx Xxxxxxxxxx, Secretary of MPAM Funds Trust, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
("Fund"), do hereby certify that the only classes of shares of the Fund issued
and/or authorized by the Fund as of the date of this Transfer Agency Agreement
are shares of beneficial interest, without par value, as follows:
MPAM Large Cap Stock Fund
MPAM Income Stock Fund
MPAM Mid Cap Stock Fund
MPAM Small Cap Stock Fund
MPAM International Fund
MPAM Emerging Markets Fund
MPAM Bond Fund
MPAM Intermediate Bond Fund
MPAM Short-Term U.S. Government Securities Fund
MPAM National Intermediate Municipal Bond Fund
MPAM National Short-Term Municipal Bond Fund
MPAM Pennsylvania Intermediate Municipal Bond Fund
MPAM Balanced Fund
/s/Xxxx Xxxxxxxxxx
----------------------------
Xxxx Xxxxxxxxxx
Secretary
B-1
APPENDIX C(1)
-------------
ANNUAL PER-ACCOUNT FEE AND SERVICES THEREFOR
--------------------------------------------
For the purposes of fees to be paid pursuant to this
Agreement, an "open account" shall mean a shareholder account which has a
balance at any time during a given month, a "closed account" shall mean an
account that has a zero balance throughout any given month, and a "purged
account" shall mean a closed account which the Fund has directed the Transfer
Agent to remove from the System. In consideration of an Annual Per Account Fee
per open account at the rates set forth below (charged on a monthly basis), plus
payment by the Fund of out-of-pocket expenses in accordance with Appendix G
hereto, the Transfer Agent shall provide the services provided for in this
Agreement on any Fund Business Day, except as otherwise noted.
Fund Annual Fee
---- ----------
MPAM Large Cap Stock Fund $12.78
MPAM Income Stock Fund
MPAM Bond Fund
MPAM Intermediate Bond Fund
MPAM Short-Term U.S. Government Securities Fund
MPAM Balanced Fund
MPAM Mid Cap Stock Fund $11.51
MPAM Small Cap Stock Fund
MPAM International Fund
MPAM Emerging Markets Fund
MPAM National Intermediate Municipal Bond Fund $17.84
MPAM National Short-Term Municipal Bond Fund
MPAM Pennsylvania Intermediate Municipal Bond Fund
The annual fee (charged and payable on a quarterly basis) for each "Omnibus
Account" shall be $100.00, less the Annual Per-Account Fee set forth above.
"Omnibus Accounts" subject to this fee shall include (i) all institutional
accounts coded with a social code of "12" and a nominee flag of "yes"; (ii) all
benefit plan omnibus accounts listed under a "B" number and linked for
"Qualified Plan Only"; and (iii) such other accounts as the parties may mutually
agree. The Annual Per-Account Fee for a closed account will be $1.20; there is
no fee for a purged account.
If, for any given month, the average monthly total number of
open accounts of Dreyfus-affiliated funds exceeds 1,871,469 (the sum of the Base
Number plus 50,000), then an aggregate monthly reduction in per-account fees
will be calculated by multiplying the quotient of $.26/12 (such amount to be
increased in proportion to any fee increases the Transfer Agent has received
pursuant to the provisions of this Agreement) times the number of average
monthly open accounts in excess of 1,821,469. The total amount of this aggregate
monthly reduction will be reported by the Transfer Agent to Dreyfus' Mutual Fund
Accounting Department for allocation to the Fund.
C(1)-1
DAILY ACTIVITY
--------------
Maintain the following shareholder information on disc or in
such other manner as the Transfer Agent shall reasonably determine:
o Name and Address, including Zip Code, in such format as the
parties mutually agree upon
o Balance of Uncertificated Shares
o Balance of Shares in Certificate form
o Certificate number, number of shares, issuance date of each
certificate outstanding and cancellation date for each
certificate no longer outstanding
o Balance of shares having paid a commission, and the rate of
commission charged ("Privileged")
o Balance of dollars available for redemption (excludes
certain purchases within a specified number of prior
business days)
o Dividend code (daily accrual, daily reinvest, dividend
sweep, dividend ACH, monthly reinvest, monthly cash or
quarterly cash)
o Type of account code (regular account, Automatic Withdrawal
Plans)
o Dealer, Branch, Salesman and related "Dealer File"
information
o List promotion and package codes and client identification
code
o Contract date indicating the date an account was opened
o Original contract date for accounts opened by exchange
o Perform periodic reporting, withholding, and due diligence
in accordance with Federal tax law requirements
o State of residence code/country code
o Social Security/EIN number, and indication of certification
(SSN should also be usable as a reference for on-line
account lookup)
o Historical transactions on the account for the most recent
18 months, or other period as mutually agreed to from time
to time
o Indication as to whether phone transactions can be accepted
and phone balances provided for this account
C(1)-2
o Fed wire, Automated Clearing House (ACH) or alternate payee
instructions to allow initiation of Fed wires, ACH or
checks to alternate payees
o Investor's PIN # and/or mother's maiden name
o Social code, i.e. male, female, joint tenant, etc.
o An alternate or "Secondary" account number issued by a
dealer (or bank, etc.) to a customer for use in inquiry and
transaction input by "remote accessors." (Fund client
institutions with remote terminal access)
o Investment Adviser
o All further information required for the proper
maintenance, reporting and servicing of benefit accounts
o Other fields not listed, but available to be entered on the
System based on the latest version of the System user
guide, data dictionary or file documentation, or were
entered and stored at the Fund's previous transfer agent,
if any
FUNCTIONS
---------
o Answer all investor and dealer telephone and/or written
inquiries, except those concerning Fund policy which will
be referred to the Fund
o Maintain system availability for inquiry (via terminal,
voice response system or Cross Domain network
communication) purposes as set forth in Appendix D herein
o Utilize the electronic mail system utilized by Dreyfus
(T.O.S.S. or a successor system) for key individuals
designated by the Transfer Agent within its organization,
to correspond with designated T.O.S.S. system users at
Dreyfus
o Deposit Fund share certificates into accounts upon receipt
of instructions from the investor or other authorized
person
o Examine and process all transfers of shares insuring that
all transfer requirements and legal documents have been
supplied
o Process and confirm address changes to the former address
of record reflecting the new address
o Process standard account record changes as required, i.e.,
DLR, Salesman Codes, Dividend Codes, etc., in accordance
with required documentation
C(1)-3
o Microform source documents for transactions, such as
account applications and correspondence, maintaining
segregated media copies for all Dreyfus-affiliated funds
o Refer correspondence, transactions, applications, or other
documents and phone calls which are for Dreyfus-affiliated
funds and accounts processed by another transfer agent,
which may be used from time to time, to the appropriate
destination/contact, defined in facilitated transaction
procedures, mutually agreed to from time to time
o Respond to research inquiries ("Inquiries") from Dreyfus
via Dreyfus' C.S.S. System (a "Response"), such access
(other than terminal and line costs) to be provided at no
additional cost to the Transfer Agent
o Respond to or otherwise act upon subpoenas, levies,
restraining orders and other similar documents served on
the Fund, its affiliates or the Transfer Agent with respect
to Fund shareholder accounts
o Handle foreign collection items
o Perform backup withholding for those accounts as required
by federal government regulation
o Use of automatic allocation system to credit multiple
participant fund accounts by percentage breakdown
o Use of master account application to establish individual
participant accounts
o Process bulk wires for multiple participant and broker
dealer account liquidations
o Perform withholdings on liquidations, if applicable, for
employee benefit plans. Prepare and mail 5498's and
1099-R's
o Purge "closed" accounts as directed by the Fund
o Receive relevant information in automated or manual form
(at the Fund's direction) concerning Fund redemption checks
presented for payment on each day that the Federal Reserve
is open for business, and post this information as
redemptions to individual shareholders' accounts. The
Transfer Agent shall cause certain redemption checks to be
returned in the event of insufficient assets, uncollected
funds, or such other reason as defined by the Fund or in
the Prospectus, within the time limits provided by the
Federal Reserve Payments System, as may be amended from
time to time, and shall collect such fees as the Fund may
C(1)-4
specify and shall remit such fees to the Fund or a third
party
o Process new accounts, verifying completeness of
application; establish new account records with standard
abbreviations and registration formats
o Record data on sales, exempt sales, redemptions and
exchanges for state securities registration purposes and
transmit information daily to Dreyfus Legal Department
o To the extent not performed by cash management provider
("CMP"), pick up mail addressed to P.O. Boxes identified by
the Fund three times daily at a minimum. Two of these
pick-ups take place in the morning with one additional
pick-up in the afternoon
o To the extent not performed by the CMP for Institutional
Lockbox and Exception Items referred by CMP, a $.30 fee
will be applied to each item.
o To the extent not performed by CMP, verify that the Fund
security code identified from the OCR stub compares to the
payee of the checks or a generic alternative (e.g.
"Dreyfus"). If they do not compare, stub and check will be
indexed on same day for further processing
o To the extent not performed by CMP, process payment
transactions by reading optical character recognition
information printed on remittance document
o To the extent not performed by CMP, retain and file
remittance stubs, and microfilm investment checks and
supporting documentation daily, in a form not commingled
with other funds
o To the extent not performed by CMP, in the absence of an
accurate and complete remittance stub, Transfer Agent will
create a substitute stub if the investor's security code
and account number is written on the check or an
accompanying document
o To the extent not performed by CMP, multiple checks with
one remittance will be processed. Each check hold period
governs the investment date
o To the extent not performed by CMP, one check with split
remittance will be processed provided amounts are stated
and they prove
o To the extent not performed by CMP, checks drawn on foreign
banks in U.S. dollars - send for collection; checks drawn
on foreign banks in foreign currencies - return to drawer
C(1)-5
o To the extent not performed by CMP, stub with no remittance
amount - the payment will be processed based on the amount
of the check
o To the extent not performed by CMP, improperly printed
stubs - if an account number and security code are legible,
a substitute remittance stub will be created
o To the extent not performed by CMP, correspondence
accompanying any investment - correspondence shall be noted
with customer's account number with an indication of
"Payment In Process"
o To the extent not performed by CMP, retain and process out
of proof checks with multiple stub remittances not equal to
checks
o To the extent not performed by CMP, the appropriate Account
on return items will be debited on date of receipt.
Transfer Agent will maintain a returned items log and
copies of checks, indicate account number and security code
(if available), amount, and microfilm reference number for
each item on the day these items are presented
o Endorse and microfilm all checks received and process all
items daily
o Isolate on a best efforts basis all non-individual
third-party investment checks for $25,000 or more received
for both new accounts and subsequent investments and
process in accordance with procedures agreed to between the
Fund and the Transfer Agent
o Examine and process all shareholder payments and
liquidations; verify the recipient fund on payments and
availability of shares on transactions, maintaining
necessary automated interfaces to cash manager if another
entity is CMP
o Provide duplicate copies of statements and/or transcripts
of accounts to shareholders requesting such information
(for such fee as the Fund and Transfer Agent shall mutually
agree)
o On original documents received by Transfer Agent prior to
executing the transaction, examine all Medallion (STAMP,
SEMP or MSP) guarantees received on correspondence ensuring
all program requirements are met
o Contact shareholder on any redemption request received in
writing for specified amounts as mutually agreed to by the
Fund and the Transfer Agent in which either the check is to
be payable to someone other than the registrants, or if a
fedwire, being sent to a bank other than what is on the
C(1)-6
transfer agency system for that account per agreed upon
procedures on a best efforts basis
o Process exchanges of Fund shares and confirm the exchange
transaction in a single transaction advice
o Process telephone transactions on recorded lines on a
system in which such recordings can be easily and
accurately retrieved and verify the identity of the
originator as directed by the Fund. In addition, process
various maintenance items pursuant to shareholder telephone
requests, including but not exclusive to changing dividend
options and changing Automatic Asset Builder dollar amounts
and cycles, as authorized by the Fund
o Establish automatic withdrawal records and process
automatic withdrawals as permitted by the Fund
o Issue shares in certificate form as directed by the Fund
o Process delayed settlement ("Wire Order") trades as
permitted by the Fund, maintaining an inventory of and
performing settlement of such share subscriptions
o Maintain records indicating institutions eligible for 12b-1
fees, calculate applicable fees, and generate consolidated
12b-1 reports and checks for payment as directed by the
Fund, in return for a fee of $.10 per account per year
o Calculate dealer commissions in accordance with rates set
by the Fund and generate appropriate periodic commission
reports and checks
o Provide magnetic tape or data transmission of dividends
and/or balances of accounts for various institutions in
various formats on a monthly and ad hoc basis
o Perform due diligence mailings as requested by the Fund for
W-9 solicitation, W-8 solicitation or other purposes as may
be identified and encode shareholder records with properly
returned information
o Generate appropriate information and perform all mailings
as required by regulation, including but not limited to:
1099 DIV, 1099(B), 1042, 1042(S), 1096, 5498 etc.
o Provide telephone service for the shareholders of the Fund
24 hours per day, 7 days per week
C(1)-7
o Process shareholder services forms and establish additional
account services as indicated, ensuring that all
requirements are met including review of signature
guarantees
o Provide electronic fund transfers, pre-notifications, debit
and credit, via ACH and accept incoming ACH credits from
external services
o Perform all control and reconciliation functions necessary
to assure all financial transactions are accurately
recorded in shareholder accounts, and are reconciled in
total with all bank accounts maintained by the Fund
o Notify and fax copies of all redemption drafts to Dreyfus
for which the Transfer Agent is rejecting due to various
reasons (e.g., insufficient funds, uncollected funds, etc.)
o Other functions not listed, but which were performed by the
Fund's previous transfer agent, if any
REPORTS PROVIDED
----------------
The Transfer Agent will print and deliver or, at the Fund's
option, provide the necessary information and data communication capabilities to
permit the Fund to print, in a timely fashion in accordance with existing
procedures, the following:
o Daily Journals - Reflecting all share and dollar activity for the
previous day (Net Asset Value) and an accrued
dividend journal both in account number sequence
o Blue Sky Report - Supply information monthly and/or weekly for
the Fund's preparation of Blue Sky Reporting
o N-SAR Report - Supply monthly correspondence, redemption and
liquidation information for use in Fund's
N-SAR Report
o Provide appropriate control reports to allow independent verification
of the accuracy of the data received in all management tapes
o Prepare and mail copies of summary statements to dealers and investment
advisers
o Prepare monthly consolidated dealer report
o Report on errors in compliance with the Service Level Agreement
o Generate and mail confirms for all financial transactions. Match
financial transaction confirmations to corresponding redemption checks,
where applicable, and mail daily to account address of record, unless
less frequent mailings or a different address are specified by the
C(1)-8
Fund. Copies of financial transaction confirmations should be sent to
the dealer specified, as well as investment adviser and, at the Fund's
option, a "Fourth Party"
o Line-by-line report to confirm payments to multiple participant
accounts
o Provide plan level reporting for multiple participant benefit accounts
o Other reports listed in "Exhibit 1- System Report Output," annexed
hereto
o Other reports not listed but which were provided by the Fund's previous
transfer agent, if any
TAPES/TRANSMISSIONS PROVIDED
----------------------------
Provide, in a format to be supplied by the Fund:
o Weekly Management Tapes
- Provide summary level data of account information on magnetic
tape or via data transmission
- Provide a magnetic tape or data transmission of all new accounts,
in a format to be provided separately
o Provide data communications connection via dedicated lines to the
Fund's data center, to allow on-line terminal access for inquiry to
all terminals in the Dreyfus network ("SNI/Cross Domain")
o Provide data communications connection via dedicated lines to a
location specified by the Fund, to allow access to voice response
system(s) or similar data processing devices
o Monthly Management Tape
- Provide detailed, accurate and up-to-date account information for
each account via magnetic tape data transmission. The Fund shall
have the option to receive this tape/transmission on a weekly
basis
o NSCC Interfaces
- Interact by sending and receiving any necessary transmissions and
the associated processing for the NSCC FUND/SERV system, NSCC's
"Networking" facility and any other future mutual fund processing
capabilities provided by NSCC's network
o Other Interfaces
C(1)-9
- Provide the Fund with access to other mutual fund processing
interfaces, either used by the Fund's previous transfer agent, if
any, or developed by the Transfer Agent
- Develop other mutual fund processing interfaces at the Fund's
request
DIVIDEND ACTIVITY
-----------------
o Accrue dividends daily or monthly and reinvest dividends daily or
monthly, in accordance with the Fund's prospectus. Pay dividends in
cash monthly, quarterly or so designated as stated in the Fund's
Prospectus, including reinvesting in other funds within the Dreyfus
Group serviced by the Transfer Agent
o Calculate capital gains distributions
o Suppression of dividend reporting for certain institutional
customers
DEALER SERVICES
---------------
o Prepare and mail advice to dealers daily
o Prepare and mail copies of statements to select dealers as flagged
on the System monthly or same frequency as investor statements
o Prepare and mail daily and monthly line-by-line reports to selected
institutional firms
o Allow on-line access (via telecommunications lines) to institutions
designated by Dreyfus from time to time to the shareholder
accounting system. Only those accounts with dealer codes for their
institution will be available, except that certain "clearing broker"
institutions may be allowed access to multiple dealer codes
representing those institutions they are authorized to clear for
o Differentiate levels of access by institution, as instructed by the
Fund from time to time, as follows:
o Inquiry Only
o Input New Accounts
o Input Purchases
o Input Redemptions
C(1)-10
o Input Exchanges
o Input changes of Account Data for Address, SSN, Owner Code,
Branch or Salesman Code, Dividend Code
o Input Broker/Dealer or other transacting institution's internal
account number, i.e. cross-reference number
These levels should be controlled by a unique ID and
password assigned to each user within a remote accessor
institution. Each user could be assigned any combination
of the above privileges
o Settle "Bulk" transactions where appropriate, for institutions
doing multiple trades in a fund on a given day, via wire or
check, provided proper instructions are provided as to which
transactions are being settled
o Other services not listed but which were provided by the Fund's
previous transfer agent, if any
ANNUAL MEETINGS
---------------
o One proxy mailing per year
o Address and mail proxies and related material. Tabulate returned
proxies and supply daily reports when sufficient proxies have
been received (material must be adaptable to mechanical equipment
as reasonably specified by the Transfer Agent)
o Prepare certified list of stockholders, hard copy or microform,
and furnish Inspectors of Election for meetings
PERIODIC ACTIVITIES
-------------------
o Prepare and mail transaction advice daily to investors
o Address and mail four (4) periodic financial reports (material
must be adaptable to Transfer Agent's mechanical equipment as
reasonably specified by the Transfer Agent)
o Mail a Prospectus to a shareholder making a payment after the
Prospectus' effective date, with the transaction advice of such
payment
o Prepare and mail monthly or quarterly statements to investors,
depending upon the policy in effect for the Fund. Prepare and
mail consolidated statements at the frequency requested by the
Fund, which shall be no more frequent than monthly
C(1)-11
o Forward prospectus and application to shareholders opening new
accounts by telephone exchange or Fed Wire when name and address
is supplied
o Generate microform copies of statements for the accounts of those
dealers specified by the Fund
o Compute, prepare and furnish all necessary reports to
Governmental authorities (Forms 1096, 1099DIV, 1099B and 1042S)
o Enclose various marketing material as designated by the Fund in
all confirm and statement mailings, i.e. daily confirm and
monthly and quarterly statements (material must be adaptable to
mechanical equipment)
o Annually prepare and mail K-1 reports to those investors in
limited partnership funds during the preceding calendar year, in
conformity with applicable Internal Revenue Code, state or local
guidelines
o Prepare and mail annual cost basis information to all eligible
shareholders.
BENEFIT PLANS
-------------
Throughout the term of this Agreement, the Transfer Agent
will, through an entity selected and approved by the Fund, arrange for the
custodianship of XXX and Xxxxx plans sponsored by Dreyfus for an annual fee
(which will include the payment of any fee negotiated by the Transfer Agent with
such custodian) of $10.00 per account, with a maximum fee of $25.00 per
participant. In the event an account is closed prior to the assessment of the
annual fee, the annual fee will be assessed at the time the account is closed.
C(1)-12
APPENDIX C(2)
ENHANCEMENTS AND FEES THEREFOR
------------------------------
The Fund may request enhancements to be made or functionality
to support new products be developed within the software system utilized by the
Transfer Agent. Any original product or service feature developed at the request
of any fund advised, sub-advised, administered or distributed by Dreyfus will
not be copied or made available to any other mutual fund not so advised,
sub-advised, administered or distributed for a period of 9 months from start-up
date of the product or service feature or, if the product is made available by
another transfer agent (other than through disclosure by the Transfer Agent),
for a period of time equal to the time it took to be developed for the Fund,
whichever is sooner. Original products or service features are those which are
not known by the Fund and/or the Transfer Agent to be generally available at
other transfer agents or mutual fund groups at the time the request for the
product or service feature is originated. The costs of other enhancements or new
products, as well as normal maintenance shall be borne as follows:
Billable Programming Costs include the following items to the
extent such enhancements and modifications must be made by
systems personnel other than the Transfer Agent's
Dreyfus-dedicated software staff.
- Costs of enhancements, original products and other
modifications that will not result in an earnings stream or
reduction in expense to the Transfer Agent. If new products
result in an earnings stream to the Transfer Agent, the
billable programming costs associated therewith will be
reduced by 50%.
Non-Billable Programming Costs include the following
programming which will be done by personnel of the Transfer
Agent other than the Dreyfus dedicated software staff:
Normal maintenance such as dividends, normal statement changes
(blurbs, etc.), change in printing specs for new forms and
legal, regulatory or taxing authority requirements which are
common to all funds, adding/deleting terminals and data
network reconfigurations, proposed changes in technology, any
other request to correct any type of Transfer Agent error
(e.g., coding problems), any new enhancements which will
benefit all funds processed by the Transfer Agent (e.g.,
NSCC).
Billable and non-billable programming are subject to sign-off
by the appropriate authorized signatories of the Fund to
acknowledge completion and acceptance of the programming prior
to its implementation. The list of authorized signatories and
description of circumstances when sign-off will be required
will be provided to the Transfer Agent by the Fund as part of
the mutually agreed on Software Request Administration
Procedures, attached hereto as Appendix F.
C(2)-1
Programming Request Procedures:
All programming requests will be submitted by the Fund in
writing. Non-billable programming requests as defined herein
will be directed to the Transfer Agent's non Dreyfus-dedicated
staff. All other programming requests will be addressed to the
Dreyfus-dedicated software staff.
Upon receipt of programming requests the Transfer Agent's
dedicated staff will review the request and perform an initial
analysis which will be adequate to provide an estimate of the
number of person hours to complete the request, including an
estimate for the following development phases:
analysis/design, programming, unit testing and acceptance
testing. To the extent a programming request is estimated by
personnel outside the Dreyfus-dedicated software staff, the
initial analysis will not be a billable cost.
Provisions not addressed herein will be subject to a mutually
agreed on "Software Request Administration Procedure",
attached hereto as Appendix X.
Xxxxxxx-Dedicated Software Staff:
The Transfer Agent will provide, at no additional cost to the
Fund, a programming staff dedicated only to the completion of
Dreyfus programming requests. The staff level shall be
maintained at a ratio of one programmer/analyst for each
100,000 shareholder accounts within the Dreyfus-affiliated
group of funds, and shall therefore be adjusted up and down,
no less frequently than semi-annually, to maintain such ratio.
The Dreyfus-dedicated software staff will be managed by the
Transfer Agent and is expected to conform to the Transfer
Agent's programming and documentation standards. The Transfer
Agent will provide a dedicated staff whose personnel will at
all times have an average of at least five years data
processing applications software experience, of which at least
three years shall be developing data processing applications
software with respect to mutual fund transfer agency
activities. In addition, at no time will 25% or more of the
staff have less than two years experience developing data
processing applications software for mutual fund transfer
agency activities. With regard to priorities, the staff will
be directed at the sole discretion of Dreyfus to address those
software requests which Dreyfus sees fit.
For each hour of time spent by the Dreyfus-dedicated software
staff on Fund programming requests for new products or
services which result in an earnings stream to the Transfer
Agent, the Fund will be entitled to either a fee credit for
one-half hour's time or, if performed by staff for which
Dreyfus is paying separately, a refund of 50% of the expense
of such staff for each one hour.
C(2)-2
Programming Request Cancellation and Refund:
Any program request canceled by the Fund prior to completion
and not implemented by the Transfer Agent for other clients
will be billed to Dreyfus' Mutual Fund Accounting Department
for allocation to the Fund for work completed to the
cancellation date provided, however, that if the program code
for the canceled modification, or knowledge derived therefrom,
is later used by the Transfer Agent for another client or
clients, then the Fund shall be entitled to a refund of the
amount previously paid if the request was billable, or a
credit for the programming hours expended by the
Dreyfus-dedicated software staff toward future billable costs.
Annual Certification:
The Transfer Agent will deliver to the Fund within thirty (30)
days after the end of each calendar year a written
certification of the Transfer Agent's chief financial officer
or its president that the Transfer Agent has been in
compliance with this Appendix C(2). The Fund shall have the
right, at its option, to have the Transfer Agent's independent
auditors confirm compliance with this Appendix C(2). In
connection therewith, the Transfer Agent shall give such
independent auditors full and unimpeded access to the
information and documents deemed by such auditors to be
necessary to accomplish such audit. The cost of such auditors
shall be divided equally between the parties.
C(2)-3
Exhibit 1
SYSTEM REPORT OUTPUT
The following reports are currently being provided and any others needing to be
developed in the future which the Fund requires (other than mandatory reports
that the Fund is compelled to produce and/or file because of a change in a
regulatory requirement) will be produced by the Transfer Agent at their
indicated frequency in hard copy or microfiche form or, upon request,
electronically transmitted to the Fund, at the Fund's expense.
C(2)-4
DAILY CLERICAL REPORTS
Activity Reports:
Daily Price and Calendar Review
Transaction Activity Report
Money Transfer Activity Report
Exception Reports:
Security Violation Transaction Report
Blue Sky Warning Report
File Maintenance Reports:
Options and Control Maintenance Register
Shareholder Maintenance Register
Shareholder Freeze Register
Client Register Changes
Master Account Maintenance Report
Dealer Maintenance Register
Blue Sky Maintenance Register
Proxy Maintenance Register
Retirement Clerical File Maintenance
DAILY MONETARY REPORTS
Fund Accounting:
Cash and Share Proof
Cash and Share Proof (Cash Credits)
Cash and Share Proof (Cash Debits)
Cash and Share Proof (Share Credits and
Debits)
Cash Receipt Controls
Gain/Loss Journal
Position Control Report (Money Market Dividend)
Transaction Journals:
Direct Purchase Journal
Pended Purchase Journal
Direct Redemption Journal
Exchange In Journal
Exchange Out Journal
Certificate Journal
Transfer Journal
Adjustment Journal
Direct Fee Journal
Wire Order PD/Wait - Settlement Journal
Wire Order Purchase Placement Journal
Wire Order Full Settlement Journal
Wire Order Redemption Placement Journal
C(2)-5
Wire Order Cancel Journal
Spawned Transaction Journal
Net Accrual Change Journal
Distribution Journal
Transaction Reject Report
Transaction Warning Report
Outstanding Rejects Report
Transaction Registers (Microfiched once per week)
Certificate Register
Wire Register
Redemption/Refund Check Register
Distribution Check Register
Systematic Withdrawal Check Register
RPO Check Register
Commission Check Register
AM/PM Wire Register
Cumulative Reports (Microfiched once per week)
Wire Order Reconciliation Report
Wire Order Unpaid Purchases Report
Wire Order Paid and Waiting Report
Wire Order Unsettled Redemption Report
Wire Order Unpaid Purchases Aging Report
Sales Adjustment Detail Report
Daily Sales Report
WEEKLY EXCEPTION REPORTS
Periodic Company Update
Incomplete Registration Report
Certificate Proof Report (Report Type 1)
Account Status Exception Report
Delinquent IPP Report
Master Account Exception Report
LOI Expiration Report
MONTHLY REPORTS
Shareholder History Proof Report
LOI Completion Report
12b-1 Dealer Report
Wire Order Monthly Broker/Dealer Ledger
Sales Report by Fund, Account, Transaction Type
Year-to-Date Sales Report - Gross Amount by fund
Year-to-Date Sales by Territory
Monthly Dealer Activity Report
Dealer Ranking Report
C(2)-6
Monthly Blue Sky Summary
Month-to-Date Blue Sky Sales by State
70-1/2 Notification Report
Delinquent Distributions Report
Retirement Periodic Warnings/Totals
Retirement Fee Totals By Plan Report
TTL Fees Due Less Than Accrued Amount Report
Ret Account Closed/Zero Share Balance Report
Monthly Client Billing
OCCASIONAL FUND FUNCTIONS (O.F.F.) REPORTS
Commission Statement
Company Commission Report
Position Control Report (Stock Dividend)
Distribution Check Register
Commission Check Register
Trail Commission Statements
PURGE REPORTS
Shareholder Account Purge Register
Master Account Purge
Money Transfer Purge
Certificate File Delete
ANNUAL REPORTS
Annual Blue Sky Cumulative Sales by State
C(2)-7
APPENDIX D
SERVICE LEVEL AGREEMENT
-----------------------
GENERAL
-------
The percentages set forth herein relate to all mutual funds for which the
Transfer Agent now serves or in the future may serve as transfer agent and which
are sponsored, advised, sub-advised or administered by Dreyfus, or for which
Dreyfus acts as primary distributor ("Funds"), and do not relate individually to
any specific fund. All fee credits are to be aggregated where there are
instances of not meeting objectives in respect of two or more different
services. A waiver, whether partial, total, or conditional, of any fee credits,
or right to terminate this Agreement in a particular instance does not
constitute a waiver in any other instance. The Fund must give notice of its
intent to terminate the Transfer Agency Agreement of which this Appendix is a
part within 60 days of receipt of a true and complete report of the Transfer
Agent evidencing the event giving rise to such right of termination under the
terms of the paragraphs of this Appendix captioned "Termination." Such notice
must specify a date no less than three nor more than twelve months thereafter as
the date upon which such termination shall be effective. Failure to provide such
notice in a timely manner shall constitute a waiver in respect of the specific
event (but no other). This provision in no way shall limit the Fund's right to
terminate the Transfer Agency Agreement pursuant to Article IX thereof. A
monthly document evidencing the Transfer Agent's performance with respect to the
service levels set forth below will be delivered to the Funds by the fifteenth
business day of the following month by the Transfer Agent, or as soon thereafter
as is reasonably practicable. Such document shall be signed by a senior officer
of the Transfer Agent. A failure permitting termination by any one such Fund
will give all of the Funds, including the Fund, the right to terminate their
respective transfer agency agreements with the Transfer Agent.
For purposes of this Appendix, the term "business day" shall mean each day that
the Fund is open for business as described in its prospectus.
Notwithstanding any service level or objective specified herein, for purposes of
this Transfer Agency Agreement, the Transfer Agent's failure to meet any
objective or its performance at a level giving rise to fee credits or the right
to terminate this Transfer Agency Agreement shall not per se constitute
negligence or a breach of this Transfer Agency Agreement nor constitute an
inference of the foregoing provided that nothing herein contained shall preclude
the Fund from introducing evidence of the Transfer Agent's performance in an
effort to prove negligence or breach of this Transfer Agency Agreement.
There shall be excluded from the calculation for the service levels described in
this Appendix D, and from the consideration of whether the Transfer Agent has
been negligent or has breached this Agreement, any period of time, and only such
period of time, during which the Transfer Agent's performance is materially
affected, by reason of circumstances beyond its control (collectively, "Causes")
including, without limitation (except as provided below), (a) acts or omissions
to act of the Fund, its employees, agents, or sub-contractors, including a third
party cash management provider, (b) flood or catastrophe, acts of God, failures
of transportation, strikes, lockouts, work stoppages, or other similar
D-1
circumstances, but only if the Transfer Agent promptly takes all commercially
reasonable steps to ameliorate the consequences of such circumstances, or (c) an
abnormally high level of activity with respect to either the Fund or the markets
in which it invests. An abnormally high level of activity shall be deemed to
have occurred, if the volume of the activities listed in Appendices C(1) and
C(2) on a given day exceeds both: (i) 133% of the average daily volume of such
activities for the immediately preceding 90 calendar days, and (ii) 133% of the
average daily volume of the same calendar month in which such day occurs during
the immediately preceding year. The Transfer Agent shall not be responsible for
delays or failures to supply any services where such delays or failures are
caused by the delays or failures of the Fund to supply necessary instructions,
approvals or information in the time periods agreed upon and all service levels
shall again be measured from the date of the receipt by the Transfer Agent of
any necessary instructions, approvals or information. Nothing contained herein,
however, shall relieve the Transfer Agent from responsibility for the acts or
omissions to act of its own permitted agents, sub-contractors, or entities
acting under the Transfer Agent's control.
For calculation purposes, a week is considered to be the period beginning on
Monday and concluding on the following Sunday. When a month ends during the
week, that entire week's performance will be applied to the previous month.
D-2
1. Telephone Responsiveness
------------------------
Service Description:
-------------------
Telephone Responsiveness represents Telephone Authorization calls of the
Transfer Agent's Automated Call Distribution System ("ACD") from investors in
the Fund who are authorized to request certain transactions by telephone. These
telephone authorization transactions include, without limitation, (1) exchanges,
(2) redemptions and (3) TeleTransfer purchases. The percentage of calls
completed to calls received for the month represents the Transfer Agent's
service level.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's Objective is to manage this service to a performance level
of 98% calls completed to calls received, and for purposes of the calculation
method below, shall omit any call terminated within 20 seconds.
Method of Calculation:
---------------------
Using its ACD report, the Transfer Agent will calculate the average performance
for each week. Such number will be compared to the schedule below to determine
the total percentage credit to Per-Account Fees billed to the Funds for the
month. This credit information would then be passed to Dreyfus' Mutual Fund
Accounting Department for allocation to the Fund against the fees to be paid
hereunder.
Fee Credits:
-----------
% Calls Average Performance Level
Completed for Each Week within the Period
LESS THAN 1 WK. 2WKS 3WKS. 4WKS. 5WKS.
--------- -----------------------------------------------------
98% .02% .06% .14% .25% .39%
97% .06% .14% .25% .39% .56%
96% .14% .25% .39% .56% .75%
95% .25% .39% .56% .75% 1.00%
Termination:
-----------
Except for operations during the Back-Up Period (as defined in paragraph 2 of
Article XIII hereof), the Fund shall have the right to terminate this Agreement,
upon the notice provided under the caption "General" in this Appendix D, if the
percentage of calls completed is less than 95%: (1) for three consecutive weeks,
or (2) for any six weeks (whether or not consecutive) in any thirteen week
period.
D-3
2. TIMELINESS OF RESEARCH REQUESTS
Service Description:
-------------------
The Transfer Agent will provide a research and problem resolution service to the
Fund's investors. In connection therewith, the Transfer Agent agrees to use the
C.S.S. System for receiving research requests from Dreyfus and to communicate
the results of that research to Dreyfus. On a daily basis, Dreyfus using the
C.S.S. System will enter research requests resulting from investor inquiries
concerning their accounts and activity therein, which are received at its
various servicing locations, and will forward them to the Transfer Agent for
research and resolution. The Transfer Agent will research each item and respond
by entry into the C.S.S. System within previously determined and agreed upon
time frames (See Schedule A). The C.S.S. System generates reports showing the
status of research items outstanding.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to accurately respond to 98% of the research
requests within the periods set forth on Schedule A, maintain an average dispute
rate of no more than 4% while ensuring the average number of days out of
standard on overdue items does not exceed five days. Failure to achieve any of
the parts of the standard results in fee credits as indicated below.
Method of Calculation:
---------------------
Using C.S.S. aging reports, the Transfer Agent will calculate an average number
of business days past the established turnaround times for all research items
past due during the month, and for purposes of such calculation shall exclude
any item overdue because of incomplete data maintained by a previous transfer
agent, if any. (An item is considered past due if not accurately responded to in
the prescribed time frame. If the Transfer Agent inaccurately or partially
responds to an item, that item is deemed outstanding until a proper response is
received by Dreyfus.) This average number shall be determined by multiplying
daily each past due item times the number of days the item is past due, summing
the daily products, and dividing the result by the total number of past due
requests outstanding for the day. This daily average then will be averaged for
the weeks during the month and compared to the schedule below to determine the
total percentage credit to Per-Account Fees billed to the Funds for the month.
This credit information would then be passed to Dreyfus' Mutual Fund Accounting
Department for allocation to the Fund against the fees to be paid hereunder.
D-4
Fee Credits:
-----------
Business Days Average Weekly Performance for
Past Turnaround Each Week with the Period
Time 1 WK. 2 WKS. 3WKS. 4WKS. 5WKS.
--------------- ---------------------------------------
1 but less than 2 .02% .06% .14% .25% .39%
2 but less than 3 .06% .14% .25% .39% .56%
3 but less than 4 .14% .25% .39% .56% .75%
4 or more .25% .39% .56% .75% 1.00%
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the Average Weekly
Performance is greater than four business days: (1) for three consecutive weeks
or, (2) for six weeks in any thirteen week period.
D-5
3. Manual Data Entry
-----------------
Service Description:
-------------------
The Transfer Agent provides a manual data entry service to the Fund for
establishing new investor accounts or for making file corrections to existing
account records. The Fund places great importance on the accuracy of name,
xxxxxx xxxxxxx, xxxx, xxxxx, zip code, taxpayer identification number and LPP
(List, Pack and Promotion) Code ("Critical Data"), and all other information
that the Transfer Agent keypunches for submission to its Mutual Fund System.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to establish new accounts with a Data Accuracy
Rate (as defined below) of 98% as measured by a 20% daily sample of all new
accounts. The Transfer Agent's Quality Assurance Department will perform the
sample of the line and will measure the quality of all fields entered.
Method of Calculation:
---------------------
The Transfer Agent will calculate the Data Accuracy Rate for each calendar month
based on the percentage of errors detected in a 20% daily random sampling of all
new accounts. A monthly average will be calculated based on the daily sampling
by adding the daily rates and dividing the result by the number of business days
for the month. This monthly Data Accuracy Rate will be compared to the schedule
below to determine the total percentage credit to Per Account Fees billed to the
Funds for the month. This credit information would then be passed to Dreyfus'
Mutual Fund Accounting Department for allocation to the Fund against the fees to
be paid hereunder.
Fee Credits:
-----------
Data Entry Accuracy Rate
------------------------
Less Than
---------
Schedule A 98% 97% 96% 95% 94% 93% 92%
% Credit to
New Account 0.02% 0.08% 0.18% 0.33% 0.51% 0.73% 1.00%
Fees
Termination:
-----------
If Data Entry Accuracy Rate is less than 90% for two consecutive months, the
Fund shall have the right to terminate this Agreement, upon the notice provided
under the caption "General" in this Appendix D.
D-6
4. Systemn Availability
--------------------
Service Description:
-------------------
The Mutual Fund Inquiry System and Rite/Lion System will be available for access
by the Fund and its shareholders at various locations. These systems allow
Dreyfus Service Corporation to answer inquiries received from the Fund's
investors, and the Rite/Lion System allows clients to print daily and month-end
reports and process transactions.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service to a performance level
of 99% of system availability, for the MFO System, and the LION System, as
follows:
MFO - Monday-Friday:
-------------------
o From 8 A.M. until 9:50 P.M. - Fully Available
o From 9:50 P.M. until 10 P.M. - Unavailable
o From 10 P.M. until Midnight - In Shadow* (with history files)
o From Midnight until 2 A.M. - In Shadow (no history files)
o From 2 A.M. until 8 A.M. - In Shadow (with history files)
MFO - Saturday-Sunday:
---------------------
o From 8 A.M. until 4:50 P.M. on Saturday - Fully Available
o From 4:50 P.M. until 5 P.M. on Saturday - Unavailable
o From 5 P.M. until 10 P.M. on Saturday - In Shadow (with history files)
o From 10 P.M. Saturday until 8 A.M. Sunday - Unavailable
o From 8 A.M. until 4:50 P.M. on Sunday - Fully Available
o From 4:50 P.M. until 5 P.M. on Sunday - Unavailable
o From 5 P.M. Sunday until 8 A.M. Monday - In Shadow (with history files)
* In Shadow - This means that the system is available but is not
completely updated as the Transfer Agent is in the process of completing
their production cycle for the day.
LION - MONDAY-FRIDAY:
--------------------
o The LION application will be fully available every weekday from 8 A.M.
until 9:50 P.M. This application will be unavailable on weekends.
Method of Calculation:
---------------------
The Transfer Agent's failure to meet this objective would result in a credit to
total Per-Account Fees billed to the Funds for the month. The system will be
considered unavailable during communication line outages if a back-up line for
the defective line has previously been authorized by the Fund. Using the Mutual
Fund Inquiry System reports, the Transfer Agent will calculate availability for
D-7
each day in the month and average those days to arrive at monthly average for
Mutual Fund Inquiry System and Rite/Lion separately. If either's performance is
below 99%, that average would be compared to the schedule below to determine the
percentage credit to total monthly Per Account Fees. This credit information
would be passed to Dreyfus' Mutual Fund Accounting Department to be allocated to
the Fund against the fees to be paid hereunder. The monthly period measured
coincides with the standard calendar month. Penalties will be calculated only in
the aggregate.
Fee Credits:
-----------
% System Monthly Average
Available Performance Below
Less Than Objective
--------- -----------------
99% 0.04%
98% 0.16%
97% 0.36%
96% 0.64%
95% 1.00%
Termination:
-----------
If the System Availability is less than 95% for two consecutive months, the Fund
shall have the right to terminate this Agreement, upon the notice provided under
the caption "General" in this Appendix D.
D-8
5. Daily System Updates
Service Description:
-------------------
The Transfer Agent updates the System daily to reflect each day's business
activity. The Fund relies upon the timely update of information in order to
respond to investor's inquiries. The Transfer Agent will provide Dreyfus with a
System report indicating the time of day that files were updated and available
for Dreyfus. The timeliness of availability of these screens with updated
information will determine the Transfer Agent's level of performance.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service to an average weekly
performance level of daily system updates by 8:00 a.m. (New York time) the next
day. The Transfer Agent must accurately update all shareholder account records.
Method of Calculation:
---------------------
Should the Transfer Agent fail to meet the above objective, it would result in a
credit to monthly Per-Account Fees of the affected funds. Using the System
reports for each fund, the Transfer Agent will calculate for each day during the
month the average time by which the shareholder account records were accurately
and completely updated and available for inquiry purposes, and for purposes of
such calculation shall deem that on a day on which the system was not updated at
all it was updated as of 5:00 p.m. Those numbers would be averaged for each week
and compared to the schedule below to determine the total percentage credit to
Per-Account Fees billed to the affected fund for the month. This credit
information would then be passed to Dreyfus' Mutual Fund Accounting Department
to be allocated to the Fund against the fees to be paid hereunder.
D-9
Fee Credits:
-----------
UPDATES
-------
Average Weekly Performance
for Each Week within the Period
1 WK. 2WKS. 3WKS. 4WKS. 5WKS.
-----------------------------------------
Next Day
After 8:00 a.m. to and
including 9:00 a.m. .02% .06% .14% .25% .39%
After 9:00 a.m. to and
including
10:00 a.m. .14% .23% .35% .50% .70%
After 10:00 a.m. .25% .39% .56% .75% 1.00%
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the system is not
updated and available by 9:00 a.m. on the next day: (1) for two consecutive
weeks, or (2) for any four weeks (whether or not consecutive) in any thirteen
week period.
D-10
6. Accuracy and Timeliness of Investor Statements
----------------------------------------------
Service Description:
-------------------
Based upon the type of fund, the Transfer Agent will produce and mail periodic
statements to all its shareholders. The Transfer Agent will provide the Fund
with a mailing report from its automated mailing operation which will indicate
the date on which all investor statements were mailed.
Transfer Agent's Objective (Monthly Statements):
-----------------------------------------------
For Monthly Statement mailings, the Transfer Agent's objective is to manage this
service so that 99% of all Monthly Statements for each Fund are accurate and are
mailed no later than five business days after statement date.
Method of Calculation:
---------------------
Failure to meet this objective will result in a credit to total Per-Account Fees
billed to the Fund affected by the delay for the period. Using the automated
mail report, the Transfer Agent will add the number of days past the objective.
That number would be compared to the schedule below to determine the total
percentage credit to Per-Account Fees billed the Fund for that month.
Fee Credits (Monthly Statements):
--------------------------------
If more than 1.0% of the Monthly Statements are not mailed within five (5)
business days, the Transfer Agent will pay $5,000 for the first day and $2,000
per day for each day thereafter until 99.0% or more of such Monthly Statements
have been mailed.
NOTE: Statements that are to be mailed with check images where the
clearing banks have not delivered the draft checks that have
cleared during the last week of each calendar month by the
second bank business day at 12:00 p.m., New York time, are not
to be included in these calculations.
Transfer Agent's Objective (Quarterly Statements):
-------------------------------------------------
For Quarterly Statement mailings, the Transfer Agent's objective is to manage
this service so that 75% of all Quarterly Statements for each Fund are accurate
and are mailed no later than seven business days past statement date, 90% by the
eighth business day and 99% by the ninth business day.
D-11
Fee Credits (Quarterly Statements):
----------------------------------
Less than 75% Less than 90% Less than 99% Less than 99%
mailed by mailed by mailed by mailed each
DAY 7 DAY 8 DAY 9 DAY THEREAFTER
------------------ ----------------- ----------------- --------------
$2,000 $5,000 $5,000 $2,000 per day
The penalties are cumulative.
----------------------------
Note: Statements that are to be mailed with check images where the
clearing banks have not delivered the draft checks that have
cleared during the last week of each calendar month by the
second bank business day at 12:00 p.m., New York time, are not
to be included in these calculations.
Termination:
-----------
If the Transfer Agent fails to mail at least 99.0% of such statements not later
than twelve (12) business days from statement date for three consecutive periods
(a period being the amount of time to which the statement relates), the Fund
shall have the right to terminate this Agreement, upon the notice provided under
the caption "General" in this Appendix D.
D-12
7. Accuracy and Timeliness of Daily Advice Mailings
------------------------------------------------
Service Description:
-------------------
The Transfer Agent will produce and send, deliver or distribute an advice to
Fund investors whenever a financial transaction is posted to the investor's
account, except where suppressed pursuant to instructions received from the Fund
or Dreyfus. The Transfer Agent will provide Dreyfus with a mailing report from
its automated mailing operation which will indicate the date on which all
advices were mailed from such operation.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service so that 99.0% of such
advices are accurate and are mailed on the next business day following date of
transaction, except where suppressed pursuant to instructions received from the
relevant fund or Dreyfus.
Method of Calculation:
---------------------
If more than 1.0% of the Daily Confirmations, Redemption Checks, and Duplicates
are not mailed in a timely fashion during any week, the Transfer Agent will pay
to the Funds $5,000 (for that week).
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the Transfer Agent
fails to mail at least 99.9% of all advices by the fifth business day following
the date of the transaction (not counting suppressed items): (1) for three
consecutive weeks, or (2) for any six weeks (whether or not consecutive) in any
thirteen week period.
D-13
8. Timeliness of Distribution Checks
---------------------------------
and Dividend Mailings
---------------------
Service Description:
-------------------
Periodically, the Transfer Agent will create and mail checks for certain money
market, tax-exempt, and other Funds' respective investors. The Transfer Agent
will provide Dreyfus with a mailing report from its automated mailing operation,
indicating the date on which all dividend or distribution checks were mailed.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service so that 99% of all
checks (other than checks drawn in connection with the Fund's Automatic
Withdrawal Privilege or Quarterly Distribution Plan, if offered) are mailed no
more than one business day from the payable date of the check.
Method of Calculation:
---------------------
If more than 1.0% of the Monthly or Quarterly Dividend Checks are mailed more
than one (1) business day from the Payable Date of the check, the following
charges will be paid by the Transfer Agent:
Delay of one day $ 5,000
Delay of two days $10,000
Delay of three days $15,000
Delay of four days or more $20,000
The penalties are non-cumulative.
--------------------------------
Termination:
-----------
If the Transfer Agent fails to mail at least 99% of all checks by the fifth
business day from the payable date of the check for three consecutive
distribution periods or for any six distribution periods (whether or not
consecutive) in any period of thirteen distributions, the Fund shall have the
right to terminate this Agreement, upon the notice provided under the caption
"General" in this Appendix D.
D-14
9. Accuracy and Timeliness of Delivery of Institutional
----------------------------------------------------
Tapes/Transmissions
-------------------
Service Description:
-------------------
The Transfer Agent shall provide dividend/position tapes or transmissions for
any number of dealer codes per institutional client. A monthly report will be
provided by the Transfer Agent indicating the actual date of delivery of tapes
to the courier or transmissions directly to the client.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service so that 99.9% of all
tapes/transmissions are accurate. Transmissions must be received by the client
on the first business day following cut-off date. Tape deliveries must be
received by the second business day.
Method of Calculation:
---------------------
Should the Transfer Agent fail to meet this objective, it would result in a
miscellaneous credit to total Broker Dividend/Position Tape/Transmission Fees
billed to the Fund. Using its tape/transmission delivery report, the Transfer
Agent will multiply the number of late tapes/transmissions or incorrect
tapes/transmissions by $250. This credit information would then be passed to
Dreyfus' Mutual Fund Accounting Department for allocation to the affected funds
against the fees to be paid hereunder.
Fee Credits:
-----------
Per late (or incorrect) tape/transmission: $250
-----------------------------------------
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the Transfer Agent
does not deliver at least 97% of all tapes/transmissions in accordance with the
objective stated above, for three consecutive months.
D-15
10. Institutional Wires
-------------------
Service Description:
-------------------
For certain fund institutional clients, all cash dividend accounts are
consolidated into a particular fund and one monthly wire is sent to the
institution's bank. The Transfer Agent will provide Dreyfus with a monthly
report indicating the date on which all Fed Wires were sent to institutional
clients.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service so that 99.9% of all
Fed Wires are accurate and are sent by the first business day following the
Fund's dividend payable date.
Method of Calculation:
---------------------
Should the Transfer Agent fail to meet this objective (except for delays
resulting from disruptions in the Federal Reserve payment system) it would
result in a miscellaneous credit to total fees billed to the Fund each month.
Using its Fed Wire report, the Transfer Agent will multiply the number of late
or incorrect wires by the fee credit below. This credit information would then
be passed to Dreyfus' Mutual Fund Accounting Department for allocation to the
Fund against the fees to be paid hereunder.
Fee Credits and Explanatory Letter:
----------------------------------
PER LATE OR INCORRECT WIRE: Transfer Agent's wire transfer charge plus
reimbursement for unjust enrichment, calculated based upon the effective Federal
Funds rate for the month or the current yield of the Fund, if an income fund,
which ever is higher, paid to the affected client upon claim. In addition, a
senior employee of the Transfer Agent will, promptly after the discovery of a
late or incorrect wire, send a letter to the affected client explaining and
apologizing for such error.
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the Transfer Agent
does not send at least 99.9% of the Fed Wires by the fifth business day after
month-end for three consecutive months.
D-16
11. Accuracy and Timeliness of Schedule K-1 Mailings
------------------------------------------------
Service Description:
--------------------
The Transfer Agent will produce and send a Schedule K-1 to investors in the
Limited Partnership Funds. This schedule reports the investor's or partner's
share of income and expense with respect to the total income and expense of the
Fund. The Transfer Agent will provide Dreyfus with a mailing report which will
indicate the date on which Schedule K-1's were mailed.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service so that 100% of reports
and test account Schedule K-1's are accurate and are received by Dreyfus via
overnight mail within three business days of receipt of Fund Accounting's
allocation factors. Upon receipt of written client approval of reports on test
accounts, the Transfer Agent will forward sample Schedule K-1's from the vendor
within two business days via fax. Upon receipt of written client approval of
vendor Schedule K-1's, all K-1's will be mailed within three business days.
Method of Calculation:
---------------------
Should the Transfer Agent fail to meet this objective, it would result in a
credit to monthly Per-Account fees billed to the fund affected by the delay. The
Transfer Agent will determine the last business day on which K-1s were
generated. That number would be compared to Schedule A below to determine the
percentage credit to monthly Per-Account Fees billed to the affected fund. Using
the mailing report, the Transfer Agent will also determine the last business day
on which the last late K-1s were mailed for the affected fund. That number would
be compared to Schedule B below to determine the percentage credit to monthly
Per-Account Fees billed to the affected fund. This credit information would then
be passed to Dreyfus' Mutual Fund Accounting Department for allocation to the
Fund against the fees to be paid hereunder.
Fee Credits:
(Schedule A)
------------
Business Days Past Receipt of
Accounting Allocation Factor
from the Fund % Credit to Per-Account Fees
------------------------- ----------------------------
4 but less than 5 .40%
5 but less than 6 1.60%
6 but less than 7 3.60%
7 but less than 8 6.40%
8 or more 10.00%
D-17
(Schedule B)
------------
Calendar Days Past Receipt of
Authorization from the Fund % Credit to Per-Account Fees
----------------------------- ----------------------------
4 .40%
5 1.60%
6 3.60%
7 6.40%
8 or more 10.00%
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the Transfer Agent
fails to generate 100% of such schedules not more than 20 business days after
receipt of accounting data from the Fund, or fails to mail 100% of such
schedules not more than 7 calendar days after receipt of authorization from the
Fund for two consecutive years.
D-18
12. Accuracy and Timeliness of Management Files
-------------------------------------------
Service Description:
-------------------
The Transfer Agent will produce and transmit the following weekly and monthly
management files and corresponding reconciliation report to Dreyfus: (a) a
weekly file of new accounts, (b) a weekly file by fund listing all accounts by
List, Pack & Promotion (LPP) Code, and (c) a monthly (or weekly at the Fund's
option) file listing all accounts by fund. The Transfer Agent will provide the
Funds with a report indicating the date on which these files were transmitted.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service so that accurate weekly
files are transmitted by the first calendar day following the file cut-off date
(the last business day of the week), and accurate monthly files are transmitted
by the second calendar day following the file cut-off date (month-end).
Method of Calculation:
---------------------
Failure to meet this objective will result in a credit to total Per-Account Fees
billed to the Funds for the month. The Transfer Agent will add the number of
business days past cut-off date separately for late weekly tapes and late
monthly tapes. Those numbers would be compared to the schedules below to
determine the total percentage credit to Per-Account Fees billed to the Funds
for the month. This credit information would then be passed to Dreyfus' Mutual
Fund Accounting Department for allocation to the Fund against the fees to be
paid hereunder.
Fee Credits:
-----------
Calendar Days Past Weekly
Tape Cut-Off Date % Credit to Per-Account Fees
----------------- ----------------------------
2 .04%
3 .16%
4 .36%
5 .64%
6 or more 1.00%
Calendar Days Past Monthly
Tape Cut-Off Date % Credit to Per-Account Fees
----------------- ----------------------------
3 .04%
4 .16%
5 .36%
6 .64%
7 or more 1.00%
D-19
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the Transfer Agent
fails to deliver accurate weekly tapes by the sixth calendar day after tape
cut-off date and monthly tapes by the seventh calendar day after tape cut-off
for two consecutive months.
D-20
13. Annual Disaster Recovery Tests
------------------------------
Service Description:
-------------------
At least once per calendar year the Transfer Agent will test its data center
operations recovery procedures and transfer agency operations recovery
procedures.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective in the data center recovery test is to
demonstrate its ability to duplicate its data processing services upon transfer
of its application software programs to the data center backup facility. The
data center recovery test will consist of the Transfer Agent processing 100% of
an average day's data processing volume from the backup facility, and a data
communications test sufficient to demonstrate the ability to provide access from
the data center backup facility to all production network sites, including
remote access of the MAS system by Rite/Lion users.
The Transfer Agent's objective in the transfer agency operations recovery test
will be to demonstrate its ability to perform the transfer agency services (as
summarized in Appendix C) to the standards described in Appendix D from its
operations backup facility. The transfer agency operations recovery test will
consist of preparation of at least 50% of the backup facility for normal daily
operations including voice and data communication links, and transfer of at
least 20% of the transfer agency operation's staff to the facility. The
transferred staff will simulate the processing of 20% of an average day's
transaction volume based on the activity levels of the preceding six months
transaction volumes. If the test is not able to be successfully performed, the
Transfer Agent will re-run the test within the same calendar year, unless the
Fund agrees in writing to accept the results of the unsuccessful test, in which
event the fee credit and termination provisions below will be waived.
Method of Calculation:
---------------------
Should the Transfer Agent fail to perform either of the tests described above
successfully by December 31 of each year it will result in a credit to the
monthly per account fees of the Fund equal to .4% of the aggregate of the per
account fees for the year in which the tests were not successfully performed.
Termination:
-----------
If the tests are not performed within the prescribed time period the Fund shall
have the right to terminate this Agreement, upon the notice provided under the
caption "General" in this Appendix D.
D-21
14. Timeliness and Accuracy of Noon Day Redemption Wires
----------------------------------------------------
(Transfer Agent Provides Cash Management Services)
------------------------------------------------
Service Description:
-------------------
Certain institutional clients input redemption trades via the Rite/Lion remote
system. Trades are input up until 12:00 noon at which time Dreyfus will shut
down remote access and send a merge file to the Transfer Agent. The Transfer
Agent will process the trades and send redemption wires to the respective
institutions. The Transfer Agent will provide Dreyfus with a report indicating
the time that noon day redemption wires were sent to institutional clients.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service so that 99.5% of
redemption wires are accurate and sent within two and one-half hours following
the shut down, or merge of the system.
Method of Calculation:
---------------------
Should the Transfer Agent fail to meet this objective it would result in a
credit to total Per-Account Fees billed to the Fund each month. Using its Noon
Day Redemption Wire Report, the Transfer Agent will multiply the number of late
wires by the fee credit below. This credit information would then be passed to
Dreyfus' Mutual Fund Accounting Department for allocation to the Fund against
the fees to be paid hereunder.
Fee Credits and Explanatory Letter:
----------------------------------
Per late or incorrect wire:
Transfer Agent's wire transfer charge plus reimbursement for any unjust
enrichment, calculated based upon the effective Federal Funds rate for the
month or the current yield of the Fund, if an income fund, whichever is
higher, paid to the affected client upon claim. In addition, a senior
employee of the Transfer Agent will, promptly after the discovery of a late
or incorrect wire, send a letter to the affected client explaining and
apologizing for such error.
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the Transfer Agent
does not send at least 99.5% of the noon day wires within two and one-half hours
for three days out of five, for four weeks consecutively.
D-22
15. Timeliness and Accuracy of Noon Day Redemption Wires
----------------------------------------------------
(Fund Contracts with Cash Manager)
----------------------------------
Service Description:
-------------------
Certain Institutional clients input redemption trades via the Rite/Lion system.
Trades are input up until approximately 12:00 noon at which time Dreyfus will
shut down remote access and designate a merge file to the Transfer Agent. The
Transfer Agent will transmit a file to the cash management provider containing
the necessary information, and in the proper format, to do automated initiation
of Fed wires. The Transfer Agent will provide Dreyfus with a report indicating
the times that remote access was terminated and the times that the file was
transmitted each day.
Transfer Agent's Objective:
--------------------------
The Transfer Agent's objective is to manage this service so that 100% of the
daily "wire file" transmissions are completed within the later of one hour of
the merge or 1:30 p.m. In addition, if Dreyfus requests manual intervention of
the merge process, the merge time would start at the point of interface from
Dreyfus.
Method of Calculation:
---------------------
Should the Transfer Agent fail to meet this objective it would result in a
credit to total Per Account Fees billed to the Fund each month. The total number
of days in the month the file is transmitted later than the objective is used
with the chart below to determine the % credit to Per Account Fees for the
month. This credit information would then be passed to Dreyfus' Mutual Fund
Accounting Department for allocation to the Fund against the fees to be paid
hereunder.
Fees Credits:
------------
# of Days in the Month
the Objective is missed % Credit to per Account Fees
----------------------- ----------------------------
1 .04%
2 .16%
3 .36%
4 .64%
5 or more 1.00%
Termination:
-----------
The Fund shall have the right to terminate this Agreement, upon the notice
provided under the caption "General" in this Appendix D, if the Transfer Agent
misses the objective for three days out of five, for four weeks consecutively.
D-23
RESEARCH REQUEST TURNAROUND TIMES
========================================================================================
ITEM
SCREEN DESCRIPTION REGULAR XXX INSTITUTIONAL
----------------------------------------------------------------------------------------
BNCDCHK BOUNCE REDEMPTION/INVESTMENT CHECK: Why
was check rejected? 3 3 N/A
----------------------------------------------------------------------------------------
BKUPHLD BACKUP WITHHOLDING: Incorrect tax
status, withholding has occurred. 4 4 4
----------------------------------------------------------------------------------------
BONY PRECONVERSION RESEARCH N/A N/A 5
----------------------------------------------------------------------------------------
BPIT XXX TRANSFER: PENDING INCOMING: Have
not received funds from former
custodian. N/A 2 2
----------------------------------------------------------------------------------------
BPOT XXX TRANSFER: PENDING OUTGOING:
Custodian mailed us request, not
processed. N/A 2 2
----------------------------------------------------------------------------------------
BYADJ YD ADJUSTMENT: XXX contribution shows
wrong amount or wrong year. N/A 3 4
----------------------------------------------------------------------------------------
CERT CERTIFICATE SHARES: To shareholder or
returned by shareholder. Not processed. 3 N/A N/A
----------------------------------------------------------------------------------------
XXXXXXXX XXXXXXXX PRECONV RESEARCH N/A N/A 5
----------------------------------------------------------------------------------------
CORREQ INSTITUTIONAL CORRESPONDENCE REQUEST N/A N/A 2
----------------------------------------------------------------------------------------
CTRADE CONFIRM TRADE ADJUSTMENT N/A N/A 3
----------------------------------------------------------------------------------------
CORRESP FINANCIAL LIABILITY INQUIRY INVOLVED 2 2 N/A
REQUESTS
----------------------------------------------------------------------------------------
CORRESP NON-FINANCIAL INQUIRY INVOLVED 4 4 N/A
REQUESTS
----------------------------------------------------------------------------------------
CPYCK COPY OF CHECK: Redemption, dividend
investment, liquidation or any other 6 6 6
----------------------------------------------------------------------------------------
CUSTFEE CUSTODIAL MAINTENANCE FEE CORRECTION N/A 3 4
----------------------------------------------------------------------------------------
DRYLOSS DREYFUS SERVICE LOSS N/A N/A 3
----------------------------------------------------------------------------------------
FCOR FORM CORRECTIONS: Any reporting form
with incorrect information. 3 4 4
----------------------------------------------------------------------------------------
IARPT INVESTMENT ADVISOR REPORTING: Determine
or add fourth party address. 5 N/A N/A
----------------------------------------------------------------------------------------
INWIRE INCOMING WIRE: Wire proceeds have not
been credited to account; wire
information. 1 N/A 0
----------------------------------------------------------------------------------------
KEY KEYPUNCH ERROR: Minor corrections on
account information screens. 2 1 2
----------------------------------------------------------------------------------------
LAUREL LAUREL FUND PRECONVERSION:
Preconversion research. N/A N/A 5
========================================================================================
D-24
========================================================================================
ITEM
SCREEN DESCRIPTION REGULAR XXX INSTITUTIONAL
----------------------------------------------------------------------------------------
LOGNP LOGGED ITEM NOT PROCESSED: Problem with
Dreyfus Log transaction request. 2 2 N/A
----------------------------------------------------------------------------------------
LOG REQUEST Request for draft checks, deposit
slips, statements, transaction advices,
1099-Div, 1099-B, or 1099-R. N/A N/A N/A
----------------------------------------------------------------------------------------
LOIROA LOI/ROA BREAKPOINT N/A N/A 3
----------------------------------------------------------------------------------------
MCRPAY MISCREDITED PAYMENT: Check, wire, ACH
or other, credited to wrong account. 3 3 3
----------------------------------------------------------------------------------------
MEMO RESEARCH MEMO: Requires research
involving transaction 9 months or older. 4 5 N/A
----------------------------------------------------------------------------------------
MISC MISCELLANEOUS: Problem which requires
detailed information 4 4 4
----------------------------------------------------------------------------------------
NAVADJ NAV FORM ADJUST N/A N/A 3
----------------------------------------------------------------------------------------
NONRCPT CHECK NOT RECEIVED, STOP AND REISSUE:
Liquidation, dividend or other. 4 4 3
----------------------------------------------------------------------------------------
NOPAYRC DEPOSIT NOT CREDITED (WITH RECEIPT):
Deposit sent by FED EX, registered
mail, etc. 3 3 N/A
----------------------------------------------------------------------------------------
NR12B1 NON-RECEIPT OF 12B-1 FEE/COMMISSION:
Fee or commission not received. N/A N/A 3
----------------------------------------------------------------------------------------
NRCERT NON-RECEIPT OF CERT. N/A N/A 2
----------------------------------------------------------------------------------------
NRWIRE NON-RECEIPT OF WIRE/ACH: Liquidation
occurred, but not received by bank. 1 N/A 1
----------------------------------------------------------------------------------------
PMAILNP PRIORITY MAIL (AUTOMATIC RUSH) N/A N/A 3
----------------------------------------------------------------------------------------
PRESSEC PRESIDENTIAL/SEC INQUIRIES: Dreyfus
Presidential or Securities and Exchange
Commission inquiries. 3 3 N/A
----------------------------------------------------------------------------------------
RPORLSE RPO/RELEASE: Removal of RPO Code and
release of distributions. N/A N/A 3
----------------------------------------------------------------------------------------
SIGN SIGNATORIES: Who is authorized to act
on the account? 1 N/A 7
----------------------------------------------------------------------------------------
STM NON-LOG STATEMENT REQUEST: Reporting
documents not on log request screen. 4 4 N/A
----------------------------------------------------------------------------------------
STPDRFT STOP DRAFT CHECK (AUTOMATIC RUSH) N/A N/A 1
----------------------------------------------------------------------------------------
TMAUTH TRANS/MAINT AUTHORIZATION N/A N/A 3
----------------------------------------------------------------------------------------
XDEALER INCORRECT DEALER N/A N/A 4
----------------------------------------------------------------------------------------
XDFTCKS SPECIAL DRAFT CHECKS: Urgent
shareholder(s) redemption draft request. 1 N/A N/A
----------------------------------------------------------------------------------------
XDHCKS RUSH/SPECIAL DRAFT CHECKS N/A N/A 1
========================================================================================
D-25
========================================================================================
ITEM
SCREEN DESCRIPTION REGULAR XXX INSTITUTIONAL
----------------------------------------------------------------------------------------
XEXCH EXCHANGE PROCESSED INCORRECTLY:
Exchange by letter done incorrectly. 2 2 N/A
----------------------------------------------------------------------------------------
XLIQ LIQUIDATION PROBLEM: Liquidation not
processed; liq sent incorrectly; liq
incorrect amount. 2 3 2
----------------------------------------------------------------------------------------
XPRIV INCORRECT PRIVILEGES: Any privilege
requested on application, subsequent
document or by telephone. 3 3 3
----------------------------------------------------------------------------------------
XREGSS INCORRECT REGISTRATION/SS#: Minor
changes on registration and SS#. N/A N/A 2
----------------------------------------------------------------------------------------
XTELTRN INCORRECTLY PROCESSED TELEPHONE
TRANSACTION: Wire, ACH
Purchase/Redemption, Exchange or Check. 1 2 N/A
----------------------------------------------------------------------------------------
XTRANS UNAUTHORIZED TRANSACTION: Transaction
appears on account. Investor did not
authorize transaction. 2 2 N/A
----------------------------------------------------------------------------------------
XTRNSFR TRANSFER NOT PROCESSED OR INCORRECT:
Request not completed or completed
incorrectly. 3 2 2
========================================================================================
D-26
APPENDIX E
CASH MANAGEMENT SERVICES
This Appendix describes the responsibilities of the cash management provider
("CMP"), and conversely the responsibilities of the Transfer Agent in working
with the CMP. CMP must establish and maintain all necessary manual and automated
interfaces as described herein with the Transfer agent to provide accurate and
timely delivery of these services. The Transfer Agent's duties under this
Agreement will include establishing and maintaining all necessary corresponding
manual and automated interfaces with the CMP. All verbal and written
instructions required by the CMP will be provided by the Transfer Agent on
behalf of the Fund. This will include verbal or written instructions, as
appropriate, to the CMP to transfer money between Fund Accounts (including
custody) necessitated by the cash management activities described herein.
I. ACCOUNT MAINTENANCE - Establish and maintain separate demand
deposit bank Accounts (as defined in
Exhibit 1) for each Fund.
II. INVESTMENT BY CHECK
o CMP will endorse and microfilm all checks received and process all
items daily, and send to Transfer Agent a transmission at a time
mutually agreed to by the Transfer Agent, CMP and the Fund, which
will include for each transaction security code, account number, ABA
routing number, microfilm reference number, and investment amount
with a Blocking Indicator of the investment type at Fund's direction.
Transmitted file should be retained by CMP for 30 days.
Blocking Indicators
- immediate; no hold
- immediate; hold
- one day delay; no hold
- one day delay; hold
- other blocking indicators which may be
subsequently determined by the Fund
A) Drop Box Processing
-------------------
o Collect investment envelopes from present drop box locations (see
list attached for present locations) and such other locations, as
mutually agreed upon by the parties, at a minimum twice daily.
Process all checks, together with Optical Character Recognition
("OCR") remittance stubs, as further defined under III B) and III C)
below, in accordance with the Fund's Prospectus.
E-1
B) OCR - Lock Box (Payment Processing)
-----------------------------------
o Pick up mail addressed to P.O. Boxes identified by the Fund three
times daily at a minimum. Two of these pick-ups take place in the
morning with one additional pick-up in the afternoon.
o Verify that the Fund security code identified from the OCR stub
compares to the payee of the checks or a generic alternative (e.g.
"Dreyfus"). If they do not compare, stub and check will be indexed on
same day to Transfer Agent for further processing. The original will
be delivered to Transfer Agent by overnight delivery.
o Process payment transactions by reading optical character
recognition, information printed on remittance document.
o Retain and file remittance stubs, and microfilm investment checks and
supporting documentation daily, in a form not commingled with other
funds. At the Fund's option, promptly provide copies of microfilm to
the Transfer Agent.
o Since investments are being placed into securities with fluctuating
prices, CMP will be responsible for reimbursement of customer losses
caused by CMP's actions that result in incorrect investments due to
errors or delays.
C) Special Handling Items
----------------------
o In the absence of an accurate and complete remittance stub, CMP will
create a substitute stub if the investor's security code and account
number is written on the check or an accompanying document.
o Multiple checks with one remittance will be processed. Each check
hold period governs the investment date.
o One check with split remittance will be processed provided amounts
are stated and they prove.
o Checks drawn on foreign banks in U.S. dollars - send for collection;
checks drawn on foreign banks in foreign currencies - return to
drawer.
o Stub with no remittance amount - The payment will be processed based
on the amount of the check.
o Improperly printed stubs - If an account number and security code are
legible, a substitute remittance stub will be created.
o Correspondence accompanying any investment - Correspondence shall be
noted with customer's account number with an indication of "Payment
In Process" and forwarded to the Transfer Agent.
E-2
o Out of proof checks with multiple stubs remittances not equal to
checks - Forward to Transfer Agent.
D) Return Items
------------
o The appropriate Account will be debited on date of receipt. CMP will
fax a returned items log and copies of checks to Transfer Agent,
indicate account number and security code (if available), amount, and
microfilm reference number for each item on the day these items are
presented. Forward returned item to Transfer Agent for overnight
delivery.
III. REDEMPTION DRAFTS
-----------------
o Transfer Agent will provide the Fund two phone notifications by
fund, per day, of the aggregate dollar amount of drafts received
up to the time of the notification. The information usually will
be available at 10:00 a.m. and 2:30 p.m., New York time.
o On the day of presentment the CMP will debit the Fund's Account for
the total dollar amount of drafts presented for payment.
o CMP will provide an electronic transmission each business day to
Transfer Agent, at a time mutually agreed to by the Transfer Agent,
CMP and the Fund, to include the security code, account number,
amount and draft number for drafts presented that day. CMP will fax
totals of number of items and total dollars to Transfer Agent at the
time of transmission.
o CMP will also supply Transfer Agent with a hard copy report
reflecting the data sent by transmission for reconciliation purposes.
This will be followed (via overnight courier) by a microfiche copy to
be used for research by the Transfer Agent.
o CMP will return drafts written for amounts below the stated minimum
(if so instructed by the Fund) or those without any signature. These
items will not be in the transmission. CMP will notify Transfer
Agent, by report, of these returned drafts by Fund.
o CMP will contact shareholders via mailgram who have written
redemption drafts of $100,000.00 or more, no later than the day of
processing.
o CMP will verify all signatures. Any redemption draft on which the
signature is not in good order will be faxed to Dreyfus. If
Dreyfus does not instruct CMP to honor, said draft will be
rejected with notification to Transfer Agent on the date of
presentment. Transfer Agent will be responsible for timely
maintenance, update and accuracy of signatures or Signature
Verification System, to allow on line retrieval by security code
and investor's account number.
E-3
o Transfer Agent will notify CMP regarding any redemption draft that is
to be returned. This information must be represented to CMP by 12:00
p.m. Noon on the day after the electronic transmission to the
Transfer Agent. Reason for return must be specified.
o CMP will be responsible for liability associated with forged
redemption drafts.
o If so requested, CMP will credit Account for amount of drafts being
returned on the day of credit from The Federal Reserve Bank.
o CMP will fine-sort drafts by Fund and account number.
o CMP will forward all paid redemption drafts to Transfer Agent or its
designee (currently Output Technologies), or directly to customer on
a daily, weekly or monthly basis, as defined by the Fund, sorted by
Security Code and account number.
IV. STOP PAYMENTS
-------------
o Accept oral or written stop payment requests on checks or drafts
issued by the Fund or Fund shareholders, and maintain appropriate
stop payment files and capabilities in accordance with current
regulations and banking practices, and according to the Fund's
Prospectus.
o Return stop paid redemption drafts and checks to the presenting
financial institution in accordance with prevailing return check
procedures, unless advised otherwise in writing by the Fund.
V. INCOMING FED WIRES
------------------
o CMP will provide daily a detailed report of all items received,
including security code and account number, on request.
o CMP will provide on-line notification of all incoming and outgoing
Fed Fund wires to Transfer Agent which will include security code and
account number of investor. These monies will be credited to the
correct Account on day of receipt.
o Incoming wires not properly identified by a specific Fund Code and
Account Number but that do reference Dreyfus will be credited by the
CMP to a Dreyfus Federal Reserve Wire Omnibus DDA account that the
CMP maintains for Dreyfus. These items will be reviewed by Transfer
Agent for ultimate disposition.
VI. OUTGOING FED WIRES
------------------
o Transfer agent will electronically transmit wire instructions to CMP
throughout the day.
E-4
o The first transmission will take place at approximately 10 a.m. CMP
will make every effort to send all of these wires by 12:30 p.m., New
York time.
o The second transmission will take place at approximately 1 p.m. CMP
will make every effort to send these wires by 2:30 p.m., New York
time.
o The Transfer Agent will have the ability to send manual wires
directly to CMP's funds transfer department throughout the day on
exception items.
VII. LIQUIDATION BY CHECK
--------------------
o CMP will honor liquidation checks drawn on the Fund's Account as
issued by Transfer Agent.
o Transfer Agent will transmit an automated checks issued file to CMP
daily, weekly or monthly at the Fund's direction.
o CMP will provide Transfer Agent with full or partial reconciliation
and on-line inquiry capability with daily transmissions for updates
on paid items, at the Fund's direction.
o CMP will provide the Transfer Agent with the daily transmissions for
updates on paid items.
VIII. ACH PROCESSING
--------------
A) Pre-Notifications
-----------------
o CMP will receive daily from Transfer Agent pre-notifications in ACH
format to be forwarded pursuant to ACH processing guidelines.
B) ACH Credits Initiated by other Financial Institutions ("Direct
---------------------------------------------------------------
Deposit")
---------
o Credits would be received by CMP and electronically transmitted to
Transfer Agent as received. The Account for the respective funds will
be credited with funds on settlement date by CMP.
C) ACH Credit Initiated by CMP (Shareholder Liquidations)
------------------------------------------------------
o Transfer Agent will transmit a properly formatted file to CMP.
o CMP will include the transactions in the transmission for evening
window to assure the funds will be received on the following banking
day.
o CMP will debit the appropriate Account on projected settlement date.
E-5
D) ACH Debits Initiated by CMP (Shareholder Purchase)
--------------------------------------------------
o CMP will receive a transmission from Transfer Agent in ACH format to
debit the customer's bank account pursuant to ACH settlement
guidelines.
o The Fund's Account will be credited on settlement date.
E) ACH Return Items
----------------
o ACH return items will be received by CMP and transmitted to Transfer
Agent on day of receipt. CMP will debit/credit the appropriate DDA
Account on return date.
IX. ELECTRONIC BANKING SERVICES
---------------------------
o The CMP will provide a comprehensive package of fully automated
information reporting and transaction services. The system will
support balance reporting and time critical information on a same day
basis in order to maximize the use of cash resources while expediting
the accurate posting to internal records. A terminal and/or personal
computer may be utilized by the Transfer Agent to access the
respective file.
The system will offer prior day and same day reporting modules,
including summary and transaction detail reports for both paper-based
and electronic transfers.
o Provide all paid check information daily via magnetic tape or
electronic transmission for update of payables.
Balance Reporting
-----------------
o Summary Report will provide prior day balance and information on
total credits and total debits by type of transaction.
Detail Report will provide information on the individual debits and
credits in descending order of dollar amounts.
Dynamic Information Reporting
-----------------------------
o CMP will provide access to an on-line, real time service in order to
monitor intra-day balance information. The detail report should
provide selected key information about each wire transfer, debit and
credit, as they are processed. The service will be available daily
from 7 a.m. to 10 p.m., New York time.
E-6
Automatic Advice
----------------
o The full text on all incoming and outgoing wire transfers will be
required through on-line notification advice for each transaction
through a dedicated and self-activating high speed terminal printer
located at TA's office.
Item Status Report
------------------
o This report shows current status of wire transfer payments sent
through CMP's Money Transfer System. This is utilized to confirm
executed payment orders and obtaining their wire transfer sequence
codes. Three business days of funds' transfer history should also be
provided.
Direct Customer Inquiry
-----------------------
o This service provides direct on-line access to a history file to
retrieve the detail of incoming and outgoing wire transfers that
occurred during the current three months. Different search criteria
may be used, i.e. - Transaction Reference Number,
Account/Amount/Date, etc.
Account Reconciliation Plan Inquiry
-----------------------------------
o ARP Inquiry will allow Transfer Agent to access CMP's reconciliation
data files (current/history) to determine the status of a check and
to place a stop payment directly on-line. When a stop payment has
been accepted, the system will respond with a confirmation number.
The following morning, the system may be accessed for a consolidated
report of the prior day's stop payments.
Electronic Funds Transfer Inquiry
---------------------------------
o Transfer Agent can obtain same day confirmation of incoming debits
and credits processed through the National Automated Clearing House
Association (NACHA). A full description of each transaction including
addenda records is available.
Early access to this information enhances control over the current
cash flow position.
X-0
XXXX XXX XXXXXXX XX XXXX XX XXX XXXX XXXXXXXX:
---------------------------------------------
Downtown Manhattan 00 Xxxxx Xxxxxx (xxx Xxxx Xxxxxx)
------------------ 0 Xxxx Xxxxxx
00 Xxxx Xxxxxx
Xxxxxxx Xxxxxxxxx 000 Xxxxx Xxxxxx (xx 00xx Xxxxxx)
----------------- 000 Xxxxxxx Xxxxxx (xx 00xx Xxxxxx)
000 Xxxxxxx Xxxxxx (xx 00xx Xxxxxx)
00 Xxxx 00xx Xxxxxx
000 Xxxx Xxxxxx
000 Xxxxx Xxxxxx (xx 00xx Xxxxxx)
0000 Xxxxx Xxxxxx (between 55th & 56th Street)
00 Xxxx 00xx Xxxxxx (xx Xxxxxxxx)
Xxxxxx Xxxxxx Xxxxx, 9900 Metropolitan Avenue
Long Island Great Neck, 00 Xxxxx Xxxx Xxxx
----------- Melville, 000 Xxxxxxxxxxx Xxxx
Xxxx Xxxxxxxxxx, 000 Xxxx Xxxxxxxxxx Xxxx.
Xxxxxxx Manor, 000 Xxxxxx Xxxxxx
Xxxxxxxxxxx Xxxxx Xxxxx, 00 Xxxx Xxxxxx
----------- Yonkers, 0000 Xxxxxxx Xxxx Xxxxxx
Scarsdale, 00 Xxxx Xxxxxxx
Xxx, Xxxxx Shopping Center
Xxxxxxxx Xxx Xxxx, 0 Xxx Xxxxxxxxx Xxxx
--------
DROP BOXES MAINTAINED BY DREYFUS:
--------------------------------
Midtown Manhattan 000 Xxxx Xxxxxx - Xxxxx Xxxxxxx Station
----------------- Penn Station (Arcade Level)
E-8
APPENDIX F
Software Request Administration Procedures
------------------------------------------
I. Software Request Process
------------------------
1. The requestor completes the Software Request Form, outlining the request,
and indicating if the request should be considered a priority. The
requestor must obtain the proper authorized signatory from his/her
department. The form is then sent to Dreyfus Project Management. The
following information must be supplied on the form:
Requestor information - name, department, phone/fax number, date
of request
Short name for the request
Description of the change requested
Purpose and benefit of the request
Justification - Why this change is being requested; to enhance
service, quality, cost effectiveness, or if it is an operational
necessity or a legal requirement
Number of Funds and/or shareholders affected
Amount of manual effort saved due to this enhancement
Potential liability
Impacts:
- to quality/customer service
- on business existing accounts, ability to
attract new accounts
- to clients
- on tax reporting
- to month end/quarter end/year end reporting
- financial impact
On-line systems requirements - any on-line changes that need to be
made for the enhancement
Reporting requirements - changes to existing reports or new reports
which must be created as a result of the request
Software interfaces that may be affected by the request
F-1
Special considerations or exceptions to the request
For minor changes or enhancements, the Software request form serves as the
business requirements document for the request. For large enhancements or
changes, the requestor drafts a business requirements document to accompany
the Software Request Form. The business requirements document provides a
detailed description of all aspects of the enhancement, including mock ups
of reports required, new forms to be designed, or new on-line screens to be
developed.
The current authorized signatories for software requests are:
Retail Servicing - Xxxxxx Xxxxxx
- Xxxxx Xxxxxx
Institutional Servicing - Xxxxxx Xxxxxx
- Xxxxxxx Xxxxxx
- Xxxxx Xxxxxx
Dreyfus Group
Retirement Plans - Xxxx Xxxx
- Xxxxxxx Xxxxx
Personal/Business Advisors - Xxxxxxx XxXxxxx
Information Systems - Xxxxxxx Xxxx
- Xxxxxx Xxxxxxx
- Xxxxxxx Van Cott
Fund Accounting - Xxxxxx Xxxxxxxx
Transfer Agency Administration/
Project Management - Xxxxxx Xxxxxx
- Xxxxxxx Xxxxxxx
Corporate Accounting - Xxxxxxx Xxxxxxx
Legal - Xxxx X. Xxxxxx
Marketing - Xxxxxxx Xxxxx
- Xxxxxx Xxxx
Financial Centers - Xxxxxxx Xxxxxxxxxx
2. Project Management circulates the request to any other business area that
might be affected by the programming request in order to determine if these
areas have a business interest in the request or have a similar request
being developed in one of these areas. Dreyfus Project Management will
F-2
verify whether functionality already exists for this request and/or
identify possible alternatives to the request, if appropriate.
3. Project Management sends the request to the Transfer Agent's Client
Services department via fax or overnight mail (depending on the immediacy
of the request). The original request is held on file at the Transfer
Agent. A copy of each referral is kept on file in the Project Management
area.
4. The Transfer Agent's Client Services department assigns a referral number
to the request and forwards it to the Transfer Agent's Systems department
for time and cost estimates.
5. The Transfer Agent's Systems department forwards the time and cost
estimates to Project Management. Project Management reviews the estimates
and forwards them to the requesting department. Project Management and the
requesting department jointly decide if the request should be considered a
priority item.
6. If the request is deemed a priority and a Dreyfus-dedicated programming
resource is available, the Transfer Agent's Systems Manager assigns the
request to a programmer. If a programming resource is not available,
Dreyfus Project Management is notified.
The Transfer Agent will provide Project Management with information on how
other prioritized requests will be impacted by the new request. Based on
this information, Project Management then decides how to proceed with the
new request (i.e., to reprioritize existing requests to make resources
available for the new request or assign a lower priority to the new request
which would then be worked on when resources become available).
When there are several priority items and resources are not available to
work on each request, Project Management will meet with the department
heads whose areas have submitted the outstanding priority requests in order
to determine which referral or referrals must be worked on first.
7. When a resource is assigned to a particular request, he/she contacts the
requestor if further information is needed to proceed with the assignment.
8. The Transfer Agent prepares a functional design document based on the
business requirements submitted and any meetings that may have been held to
discuss issues related to the request.
9. Requestors are asked to review and approve the functional design before
the Transfer Agent begins programming.
10. The Dreyfus requestor will be asked to participate in the testing of a
request. During testing, Dreyfus and Transfer Agent personnel will identify
any deficiencies that must be corrected prior to sign-off at completion and
prior to installation of the new code or program into the production
region.
F-3
11. When Dreyfus and the Transfer Agent agree that testing was successful,
Dreyfus provides sign-off and the request is put into the production
region.
II. Software Request Status Reporting/Resources
-------------------------------------------
The Transfer Agent's Client Services tracks the Dreyfus software requests and
distributes a bi-weekly report to Dreyfus and Transfer Agent representatives.
The bi-weekly report lists the following:
Requests to be completed within the next 3 months
Remaining requests - Priority requests currently being worked on that will
not be completed in 3 months
Non-priority requests
Adhoc requests - one time requests for specific information sorted in a
specified report format. These requests do not require a permanent
change or enhancement to any software or system, but more often address
the need for a one time, special report. (See Adhoc Request Procedures)
Completed requests
LION requests - enhancements to the LION System, a remote entry system used
by broker/dealers for on-line trading
The report lists the following for each request:
Referral number
Type of request
Description
Project contacts
Impacts
Phases - (business requirements, functional design, test plan, print mail
impact, if applicable, coding and testing, acceptance testing,
files to OTI, output date and production date)
A Dreyfus Systems Map is also distributed by the Transfer Agent's Systems
department. The map lists all of Dreyfus's prioritized requests for the year and
the amount of resources assigned to each request for each month.
Requests to correct an existing system problem or requests that are determined
by Dreyfus Senior Management to be critical enhancements are assigned the
highest priority. Dreyfus Project Management and the requestors meet separately,
if necessary, to discuss prioritization of specific referrals.
F-4
Dreyfus Project Management and representatives from interested Dreyfus
departments meet with the Transfer Agent monthly to discuss progress on all
requests, the prioritization of new requests, any other outstanding issues, and
resource allocation.
III. Adhoc Request Procedures
------------------------
Adhoc requests - one time requests for specific information sorted in a
specified report format. These requests do not require a permanent change or
enhancement to any software or system, but more often address the need for a one
time, special report.
1. The requestor submits a memo (by fax or interoffice mail), to Dreyfus
Project Management.
The requestor must specify the following information:
Select: The requestor lists all Funds, accounts, transfer agency system
fields or other data to be searched for the report.
Sort: The requestor specifies how the report should be formatted, that
is, how the data on the report should be segregated. Any number of
sorts may be requested within one request. (Example: Retail vs.
Institutional, Tax I.D. Number, Fund code order)
Print: The requestor lists all of the information that must be printed
on the report.
Delivery: The requestor specifies how the report should be delivered
upon completion. (Mail, fax, remote printer on-site at Dreyfus or
diskette)
2. Project Management reviews adhoc requests and, if necessary, contacts the
requestor to discuss and clarify any unclear issues. Project Management
will first determine if this information is readily available from an
internal source, and if so, notify the requestor.
3. Project Management faxes adhoc requests to a designated Transfer Agent
representative.
4. The request is assigned to a Dreyfus dedicated programmer at the
Transfer Agent.
5. Adhoc requests are usually completed within 48 hours of the time the
request is received at the Transfer Agent. However, Dreyfus and the
Transfer Agent acknowledge that if the number of adhoc requests submitted
is heavy over a short period of time, the 48 hour timeframe may not be met.
6. Once completed, the Transfer Agent sends the requested adhoc to the
destination specified in the request, either directly to the requestor or
to Dreyfus Project Management.
F-5
APPENDIX G
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OUT-OF-POCKET CHARGES
---------------------
The cost of providing all services under this agreement other than those
indicated below is included in the per account fees.
1. Postage for All Mailings
2. Proxy
Initial Mailing
Tabulation and Follow-up
3. Special Forms (Statements, Confirms, Checks)
4. Envelopes and the Materials to be inserted for Fund Mailings
5. Telephone (Voice) Charges - for Customer Service/Transactions - External
Line Charges Only
6. External Data Lines, Value added Networks (i.e. Tymnet)
7. Hardware at Dreyfus locations (Terminals, Printers, Modems, etc.)
8. Courier Service/Shipping, Certified Mail, Insurance on Mailed Items
9. Duplicating for Special Projects (i.e. User Manuals)
10. Stationery for Fund Correspondence
11. All copies of Microfilm or Fiche (i.e. Duplicate cc for Dreyfus internal
use, or selected Dealer Statements)
12. Printing of Confirms and Statements, and Checks, Inserts and Letters
13. Mailing - Inserting, Bursting, Decollating & Mailing of Confirms,
Statements, Tax Reporting, Regular Fund Mailings and Checks
14. Fees to Maintain P.O. Boxes
15. Outside Vendor Translation Charges for Shareholder Correspondence
Inquiries
16. Western Union Charges
17. Transaction charges as billed by NSCC
18. Other Charges or Out-of-Pocket Expenses Applicable to Special Projects,
as Agreed to in Advance by the Parties
G-1
