SUPPLEMENTAL AGREEMENT
This Supplemental Agreement is entered into as of April 16, 2007 by and between
Dreyfus Service Corporation ("Dreyfus") on its behalf, and/or on behalf of one
or more of the Funds for which it serves as primary underwriter, and Security
Distributors, Inc. (the "Intermediary").
WHEREAS, Dreyfus and the Intermediary have previously entered into one or more
of the agreements (the "Agreement") set forth on Attachment A to this
Supplemental Agreement relating to certain funds ("Funds") for which Dreyfus is
the principal underwriter and distributor of Fund Shares (as defined below);
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, Dreyfus and the Intermediary hereby agree as
follows:
A. DEFINITIONS
1. "Fund" includes the Funds and the Funds' principal underwriter
and transfer agent. The term does not include any "exempted
funds" as defined in Rule 22c-2(b) under the Investment
Company Act of 1940 (the "1940 Act").
2. "Shareholder" shall mean, as applicable, (a) the beneficial
owner of Shares, whether the Shares are held directly by
Shareholder or by the Intermediary in nominee name; (b) a Plan
participant notwithstanding that the Plan may be deemed to be
the beneficial owner of Shares; or (c) the holder of interests
in a Fund underlying a variable annuity or variable life
insurance contract.
3. "Written" communications include electronic communications and
facsimile transmissions.
B. SHAREHOLDER INFORMATION AND IMPOSITION OF TRADING RESTRICTIONS
1. AGREEMENT TO PROVIDE INFORMATION. The Intermediary agrees to
provide promptly, BUT NOT LATER THAN 10 BUSINESS DAYS, to the
Fund, upon Written request, the taxpayer identification number
("TIN"), if known, of any or all Shareholder(s) who have
purchased, redeemed, transferred or exchanged Shares held
through an account with the Intermediary (an "Account") during
the period covered by the request and the amount, date, name
or other identifier of any investment professional(s)
associated with the Shareholder(s) or Account (if known), and
transaction type (purchase, redemption, transfer or exchange)
of every purchase, redemption, transfer or exchange of Shares.
To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the
NSCC Standardized Data Reporting Format.
(a) PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed 90 days from the date
of the request, for which transaction
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information is sought. The Fund may request
transaction data older than 90 days from the date of
the request as it deems necessary to investigate
compliance with policies established by the Fund for
the purpose of eliminating or reducing dilution to
the value of the outstanding shares issued by the
Fund.
(b) The Intermediary agrees use best efforts to
determine, promptly upon request of the Fund, but not
later than 10 days, whether any person that holds
Shares through the Intermediary is an "indirect
intermediary "as defined in Rule 22c-2 under the 1940
Act (an "Indirect Intermediary"), and upon further
request of the Fund, either (i) provide or arrange to
have provided the information set forth in paragraph
(B)(1) of this Agreement regarding Shareholders who
hold an account with an Indirect Intermediary; or
(ii) restrict or prohibit the Indirect Intermediary
from purchasing Shares on behalf of itself or other
persons.
(c) Dreyfus agrees not to use the information received
under this Section B for marketing or any other
similar purpose without the prior Written consent of
the Intermediary.
2. AGREEMENT TO RESTRICT TRADING. The Intermediary agrees to
execute Written instructions from the Fund to restrict or
prohibit further purchases or exchanges of Shares by a
Shareholder that has been identified by the Fund as having
engaged in transactions of Shares (directly or indirectly
through an Account) that violate the policies established by
the Fund for the purpose of eliminating or reducing any
dilution of the value of its Shares.
(a) FORM OF INSTRUCTIONS. Instructions provided to the
Intermediary will include the TIN, if known, and the
specific restriction(s) to be executed. If the TIN is
not known, the instructions will include an
equivalent identifying number of the Shareholder(s)
or account(s) or other agreed upon information to
which the instructions relates.
(b) CONFIRMATION BY THE INTERMEDIARY. The Intermediary
must provide Written confirmation to the Fund that
instructions have been executed. The Intermediary
agrees to provide the confirmation as soon as
reasonably practicable, but not later than 10
business days after the instructions have been
executed.
C. LATE TRADING PROCEDURES. The Intermediary represents that it has
adopted, and will at all times during the term of the Agreement
maintain, reasonable and appropriate procedures designed to ensure that
any and all orders to purchase, redeem, transfer or exchange Shares
received by the Intermediary from Shareholders treated as received
prior to the close of trading (the "Close of Trading") on the New York
Stock Exchange (the "NYSE") (usually 4:00 p.m. Eastern time) on a day
the NYSE is open for business (a "Business Day") are received by the
Intermediary prior to the Close of Trading on such Business Day and are
not modified after the Close of Trading and that all such orders
received, but not rescinded, by the Close of Trading are communicated
to Dreyfus or its designee for that Business Day. Each transmission of
Share orders by the Intermediary shall constitute a representation that
such orders are accurate and complete and are as received by the
Intermediary by the Close of Trading on the Business Day for which the
orders are to be priced and that such transmission includes all Share
orders received from customers, but not rescinded, by the Close of
Trading.
D. ANTI-MONEY LAUNDERING PROGRAM PROCEDURES. The Intermediary represents
and warrants that, to the extent required by applicable law, it has
adopted policies and procedures to comply with all applicable
anti-money laundering, customer identification, suspicious activity,
currency transaction reporting and similar laws and regulations
including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and
the regulations thereunder, and National Association of Securities
Dealers ("NASD") Rule 3011. The Intermediary also represents and
warrants that it has in place reasonable procedures to determine
whether a Shareholder appears on any lists of known or suspected
terrorists or terrorist organizations issued by any governmental entity
and designated as such by the Department of Treasury (including,
without limitation the Office of Foreign Assets Control ("OFAC")) and
is otherwise in compliance with OFAC maintained sanctions programs.
E. PRIVACY. Pursuant to Regulation S-P promulgated by the Securities and
Exchange Commission under the Xxxxx-Xxxxx-Xxxxxx Act ("Reg. S-P"), the
Intermediary agrees to deliver the Funds' then current consumer privacy
notice to any customer who purchases Shares from or through the
Intermediary, at or prior to the time of the initial purchase, if the
customer would be considered a "consumer" or "customer" (each as
defined in Reg. S-P) of the Fund(s).
F. SUITABILITY ANALYSIS. To the extent that the Intermediary makes a
recommendation to its customers regarding a transaction in Shares, the
Intermediary agrees that it is its responsibility to fulfill its
obligations under NASD rules and to determine the suitability of any
Shares as investments for customers, and that Dreyfus has no
responsibility for such determination.
The Intermediary understands and acknowledges that the Funds may offer
Shares in multiple classes, and the Intermediary represents and
warrants that, to the extent the Intermediary is recommending
transactions in Shares, it has established compliance procedures
designed to ensure that, in offering more than one Share class of Funds
to its customers, customers are made aware of the terms of each class
of Shares offered, to ensure that its representatives recommend only
Shares that are appropriate investments for each customer, to ensure
that the customer is availed of the opportunity to obtain front-end
sales charge discounts as detailed in the Funds' prospectuses, and to
ensure proper supervision of the Intermediary's representatives in
recommending and offering different classes of Fund Shares to its
customers.
G. QUALIFICATION OF SHARES IN STATES. Dreyfus agrees to make available to
the Intermediary a list of the states or other jurisdictions in which
Shares are registered for sale or are
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otherwise qualified for sale, which may be revised from time to time.
The Intermediary will make offers of Shares to its customers only in
those states, and will ensure that the Intermediary (including its
associated persons) are appropriately licensed and qualified to offer
and sell Shares in any state or other jurisdiction that requires such
licensing or qualification in connection with the Intermediary's
activities. Dreyfus will promptly inform the Intermediary of any
changes to the list of states.
H. STATUS AS AN NASD MEMBER. To the extent that the Intermediary is a
broker-dealer or is otherwise subject to the Conduct Rules of the NASD,
the Intermediary shall inform Dreyfus promptly of any pending or
threatened action or proceeding by the NASD bearing on the
Intermediary's membership with the NASD and of any suspension or
termination of such membership. The Intermediary further agrees to
maintain all records required by applicable laws or that are otherwise
reasonably requested by Dreyfus in the event the Intermediary's status
as a member of the NASD or the Securities Investor Protection
Corporation changes. The Intermediary recognizes that it will be
treated as a "non-member of the Association," as defined by Rule 2420
of the NASD Conduct Rules, during the period of any suspension of the
Intermediary's membership in the NASD. Accordingly, no payments
required by NASD regulations to be paid solely to a registered broker
or dealer shall be paid by Dreyfus to Intermediary while the
Intermediary is suspended from the NASD.
I. MISCELLANEOUS
1. This Supplemental Agreement supersedes the terms of the
Agreement and any other agreement between the parties with
respect to the provisions covered herein. Except as modified
herein, the Agreement and all other agreements between the
parties remain in full force and effect. The invalidity or
unenforceability of any term or provision hereof shall not
affect the validity or enforceability of any other term or
provision hereto.
2. All notices and other communications provided for under the
terms of the Agreement shall be given in writing and delivered
by personal delivery, by postage prepaid mail, or by facsimile
or email.
3. This Supplemental Agreement shall be governed and construed in
accordance with the laws of the state of New York without
regard to conflict of law principals, and shall bind and inure
to the benefit of the parties hereto and their respective
successor and assigns.
4. The Supplemental Agreement, including any Exhibits,
Attachments or Appendices attached hereto, may be amended only
in a writing signed by both parties.
IN WITNESS WHEREOF, this Supplemental Agreement has been acknowledged and
executed as of the date:
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Dreyfus Service Corporation Security Distributors, Inc.
Intermediary Name
Xxxxxxx Xxxxxxx Xxxxxxx X. Xxxxxx
Signed Signed
Xxxxxxx Xxxxxxx Xxxxxxx X. Xxxxxx
Print Name Print Name
Vice President President
Title Title
4-2-07 3-22-07
Date Date
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ATTACHMENT A
Marketing and Support Services Agreement
Supplemental Agreement Regarding Networking
Money Market Fund (Omnibus) Distribution and Shareholder Services Agreement
Money Market Fund (Fully-Disclosed)
Distribution and Shareholder Services Agreement
Fund (Omnibus) Distribution and Shareholder Services Agreement
Fund (Fully Disclosed) Distribution and Shareholder Services Agreement
Fund Participation Agreement
Services Agreement
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