TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement dated as of February 23, 2004 between MELLON
INSTITUTIONAL FUNDS INVESTMENT TRUST, a business trust organized and existing
under the laws of the Commonwealth of Massachusetts, having its principal office
and place of business at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(hereinafter referred to as the "Trust"), and DREYFUS TRANSFER, INC., a Maryland
corporation, having its principal office and place of business at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and solely for purposes of Article XI hereof,
MELLON BANK N.A., a national banking association.
WITNESSETH:
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 Trust 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 Trust, 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. "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
Trust, or its successor(s), or any other custodian appointed by the Trust.
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. "Trust Business Day" shall be deemed to be each day on which the
Trust is required to determine its net asset value, and any other day on which
the Securities and Exchange Commission may require the Trust to be open for
business.
8. "Officer" shall be deemed to be the Trust's Chairman of the
Board,the Trust's President, any Vice President of the Trust, the Trust's
Secretary, the Trust's Treasurer, the Trust's Controller, any Assistant
Controller of the Trust, any Assistant Treasurer of the Trust, any Assistant
Secretary of the Trust, and any other person duly authorized by the Trust's
Board to execute any Certificate, instruction, notice or other instrument on
behalf of the Trust 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 prospectus and statement
of additional information for the relevant series of the Trust (each, a "Trust")
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 class of shares of
beneficial interest of each Trust 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 Trust.
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 Trust hereby constitutes and appoints the Transfer Agent as
transfer agent of all the Shares of the Trust 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),
and Exhibit 1 - "System Report Output," for the fees set forth therein.
-2-
3. In connection with such appointment, the Trust shall deliver the
following documents to the Transfer Agent:
(a) A certified copy of the Trust's Agreement and Declaration of
Trust and all amendments thereto;
(b) A certified copy of the By-Laws of the Trust;
(c) A certified copy of a resolution of the Trust's Board
appointing the Transfer Agent and authorizing the execution of this Transfer
Agency Agreement;
(d) A Certificate signed by the Secretary of the Trust
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 Trust, and
the name and address of the legal counsel for the Trust;
(e) Copies of the Trust's Registration Statement, as amended to
date, and the most recently filed Post-Effective Amendment thereto, filed by the
Trust 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;
(f) Opinion of counsel for the Trust 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
therefore); and
(g) Such other documents as may reasonably be requested by the
Transfer Agent in order for it to properly perform its duties under this
Agreement.
ARTICLE III
RECAPITALIZATION OR CAPITAL ADJUSTMENT
Prior to the issuance of any additional Shares or reduction in the
number outstanding pursuant to a stock split (including reverse stock split) or
similar recapitalization event, the Trust shall deliver to the Transfer Agent a
Board certified copy of the resolution adopted by the Trust and/or the
shareholders of the Trust authorizing such action.
-3-
ARTICLE IV
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
1. (a) The Transfer Agent shall accept with respect to the Trust's
Shares on each Trust 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 Trust, 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 Trust's purchase and
redemption procedures described in the Prospectus.
(b) The Transfer Agent also shall accept with respect to the
Trust's Shares on each Trust 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 Trust, 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 Trust Business Day, the Transfer Agent shall, as of the
time at which the Trust 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 Trust 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 Trust Business Day from the Trust.
Notwithstanding the foregoing, if a redemption specified in a computer tape is
for a dollar value or number of Shares in excess of the dollar value or number
of Shares in the specified account, the Transfer Agent shall not record such
redemption with respect to the available shares in the account in whole or part,
and shall immediately orally advise the Approved Institution which 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 Trust Business Day specified
in a Certificate or resolution described in paragraph 1 of succeeding Article V,
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 Trust on
such Trust Business Day, in connection with a reinvestment of a dividend or
distribution on Shares of such class.
4. On each Trust Business Day, the Transfer Agent shall supply the
Trust as early as is reasonably practicable with a statement specifying with
respect to the immediately preceding Trust 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
-4-
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.
5. In connection with each purchase and each redemption of Shares,
the Transfer Agent shall send such statements (i.e., confirmations and monthly
or quarterly statements, as applicable) 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.
6. As of each Trust Business Day, the Transfer Agent shall furnish,
at the Trust's direction, an advice in writing or, if requested by the Trust, a
computer tape, setting forth the number and dollar amount of Shares to be
redeemed or purchased on such Trust 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
Trust's redemption and payment procedures described in the Prospectus and the
shareholder's instructions with respect thereto (so long as 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 Trust 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 Trust or from an appropriate federal
authority. The Trust will supply to the Transfer Agent a Certificate listing the
states in which the Trust'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. Shares will be transferred or redeemed upon presentation to the
Transfer Agent of 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 instructions is valid and genuine, and for that purpose it will require,
unless otherwise instructed by an
-5-
authorized Officer of the Trust, 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 the redemption and/or the payment of any stock
transfer taxes.
-6-
ARTICLE V
DIVIDENDS AND DISTRIBUTIONS
1. The Trust shall advise the Transfer Agent, by Certificate or
certified copy of a resolution of the Trust's Board, 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 Trust 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 Trust. 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 Trust as
of the record date, the Transfer Agent shall immediately so notify the Trust,
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 Trust 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 Trust.
ARTICLE VI
CONCERNING THE FUND
1. The Trust shall deliver to the Transfer Agent written notice of
any change in the Officers authorized to sign Certificates, notifications or
requests, together with a specimen signature of each new Officer.
2. Each copy of the charter documents of the Trust 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
-7-
copies of resolutions of the Trust's Board, shall be certified by the Secretary
or Assistant Secretary of the Trust under its corporate seal, if any.
ARTICLE VII
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 Trust and the Transfer Agent shall make
such records available promptly upon request for inspection by representatives
of the Trust's auditors and legal counsel, employees of the Trust, officers of
the Trust and employees of Dreyfus or any of its affiliates designated by the
Trust, and such records shall be delivered to the Trust (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 Trust. 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 Trust 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 Trust 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 Trust. The Trust will pay the
Transfer Agent's reasonable out-of-pocket expenses for handling and delivering
records to the Trust (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 Trust,
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 Trust gives its
approval to the utilization of DST Systems, Inc. ("DST"), and its permitted
successors and assigns, as sub-contractor for the performance of any or all of
the services required to be performed by the Transfer Agent hereunder.
3. 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.
-8-
4. The Transfer Agent will supply shareholder lists to the Trust
from time to time, at no cost to the Trust, upon receiving a request therefore
from an Officer of the Trust.
5. At the request of an Officer, the Transfer Agent will address and
mail such appropriate notices to shareholders as the Trust may direct.
6. 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 therefore from, or the authority of,
any Approved Institution or the Trust, as the case may be, to request such sale
or issuance;
(b) The legality of a transfer or redemption of Shares requested
by, or the propriety of the amount to be paid therefor by, or the authority of
any Approved Institution or the Trust, as the case may be, to request, such
transfer or redemption;
(c) The legality of the declaration of any dividend by the
Trust, 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.
7. The Transfer Agent shall be entitled to receive and the Trust
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.
8. The Transfer Agent will at all times during the term of this
Agreement be insured under a professional liability policy providing errors and
omissions coverage in the amount of at least $5 million issued by a qualified
insurance carrier with a Best's rating of 'A' or better if such policy is
available on commercially reasonable terms.
9. 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 VIII
ANTI-MONEY LAUNDERING SERVICES
1. The Trust has adopted policies and procedures designed to prevent
and detect money laundering which comply with the anti-money laundering
requirements of the USA PATRIOT Act and the rules and regulations promulgated
thereunder (the "AML Program) The Trust hereby directs the Transfer Agent to
perform those aspects of the AML Program and such other duties that are set
forth on Exhibit H hereto. The duties set forth on Exhibit H may be amended,
from time to time, by mutual agreement of the Trust and the Transfer Agent upon
execution by both parties of a revised Exhibit H bearing a later date than the
date indicated thereon.
-9-
2. The Transfer Agent shall perform the duties set forth on Exhibit
H, or shall cause DST Systems, Inc. and/or its affiliate, Boston Financial Data
Services, Inc. ("BFDS"), to perform any or all of the services required to be
performed by the Transfer Agent pursuant to Exhibit H. Notwithstanding any
provision to the contrary in Article VII, Section 2 regarding the delegation of
duties, the Trust hereby agrees and acknowledges that the Transfer Agent may
delegate its duties with respect to Exhibit H only to DST and/or BFDS.
3. The Transfer Agent hereby consents, and shall cause DST and/or
BFDS to consent, to the examination and/or inspection by federal regulators, the
Trust's internal or external auditors, the Trust and the Trust's investment
advisers or their designees, to evaluate the Trust's compliance with the USA
PATRIOT Act and related rules and regulations and the Transfer Agent agrees to
cooperate with such examiners in connection with their review. For purposes of
such examination or inspection, the Transfer Agent shall use its best efforts to
make available, or cause DST and/or BFDS to make available on similar terms,
during normal business hours, all required records and information for review by
such examiners.
4. In connection with its duties set forth on Exhibit H and with
respect to the Shares for which the Transfer Agent maintains the applicable
shareholder information, the Transfer Agent shall maintain all records required
to be maintained by the Trust under the USA PATRIOT Act and the rules and
regulations promulgated thereunder for the time periods required by such Act or
rules or regulations.
5. The Trust acknowledges and agrees that the Transfer Agent is
agreeing to perform only those aspects of the AML Program that have been
expressly set forth herein and is not undertaking and shall not be responsible
for any other aspect of the Trust's AML Program or for the overall compliance by
the Trust with the USA PATRIOT Act or the rules and regulations promulgated
thereunder.
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 Trust may terminate this Agreement in accordance with the
provisions of Appendix D hereto.
2. The Trust 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 Trust 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.
-10-
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 Trust 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 Trust
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 Trust 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
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 Trust 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 Trust 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 Trust's written
consent to such acquisition. In the event of any such acquisition of the
Transfer Agent of which the Trust was not given notice, or to which the Trust
did not consent in writing, the Trust may at any time thereafter terminate this
Agreement upon one day's notice. No consent of the Trust 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 Trust may terminate this Agreement, upon six months prior
written notice to the Transfer Agent (unless the date of this Agreement is less
than six 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
Trust 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 Trust will have the option to extend
such proposed termination date by an additional six months. The Trust 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
-11-
7. In the event notice of termination is given by the Trust, it
shall be accompanied by a copy of a resolution of the Trust's Board, certified
by the Secretary or any Assistant Secretary, electing to terminate this
Agreement and specifying the date of termination. The Trust 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 Trust 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 Trust, the Transfer
Agent may designate a successor transfer agent. If the Trust fails to designate
a successor transfer agent and if the Transfer Agent is unable to find a
successor transfer agent, the Trust 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.
8. Anything in this Agreement to the contrary notwithstanding, any
liability of the Transfer Agent to the Trust 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 Mellon Bank, N.A (in such capacity, the "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 Trust.
ARTICLE XI
FEES
The fees to be paid to the Transfer Agent pursuant to this Agreement
shall be paid on behalf of the Trust by Mellon Bank, N.A. ("Mellon") out of its
own assets. The Trust shall not be responsible for paying any fees to the
Transfer Agent pursuant to this Agreement irrespective of whether Mellon has
failed to pay any fees due hereunder to the Transfer Agent. The fees shall be
earned by the Transfer Agent, and Mellon will be liable for the payment thereof,
only beginning on the later of the date of this Agreement or the date the
Transfer Agent first provides the transfer agency functions contemplated hereby.
-12-
The Transfer Agent's fees hereunder (except those fees provided for
under "Benefit Plans" on page C(1)-12 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)" (the "CPI") or any successor index, or (b) seven percent
(7%). Any such increase or decrease will, however, be subject to the following:
(i) 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 hereunder would not otherwise change in year five, and would
decrease by 7% in year six, and (ii) all fees to be paid to the Transfer Agent
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 Trust, 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 Agent,
confirming the Trust's "most favored customer" status. The Trust shall have the
right, at its option, to request the Transfer Agent's independent auditors to
independently confirm such status of the Trust. 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 Mellon 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 Trust 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 or order reasonably believed by it to
be genuine and to be signed, countersigned or executed by any duly authorized
Officer of the Trust; (v) any Certificate or other instructions of an Officer,
or resolution of the Trust's Board; or
-13-
(vi) any opinion of legal counsel for the Trust. The Transfer Agent will notify
the Trust 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 Trust hereunder. The Trust 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 Trust and approved by the Transfer Agent, such approval not to be
unreasonably withheld. The Trust 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 Trust's
prior written consent, settle any claim, demand or liability for which the Trust
will be asked for indemnification hereunder. The Trust'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. The Trust 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 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
Trust 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
in accordance with such written instructions.
ARTICLE XIII
MISCELLANEOUS
1. The Trust, representatives of the Trust's auditors and legal
counsel, and employees, and officers of the Trust or other persons designated by
the Trust 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 Trust, 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 Trust and such persons also may obtain a reasonable
-14-
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 Trust 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 Trust 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
Trust, 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
Trust (collectively, the "Back-Up Facility") capable of supplying the transfer
agency services specified herein to the Trust 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 Trust shall bear no costs related to such transfer. Once the primary
facility has recovered, it shall again provide the transfer agency services to
the Trust with no loss of time and at no additional cost to the Trust. 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
(the "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
-15-
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 Trust 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 Trust 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.
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 Trust, but not more frequently than
once in any twelve (12) month period, the parties shall select a third party
(the "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 (the "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 Trust 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
-16-
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 Trust:
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
If to the Transfer Agent:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 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 Trust'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 Trust's property for all purposes and the Transfer Agent
shall treat confidentially and as proprietary information of the Trust all such
records and other information relative to the Trust 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 Trust 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 Trust or in
the public domain. The Trust shall treat confidentially and as proprietary
information of any sub-contractor employed by the Transfer Agent pursuant to
paragraph 2 of Article VII of this Agreement all documentation, system
specifications and other information which is not independently available to the
Trust or in the public domain relating to the sub-contractor's computer software
system to provide transfer agency services to mutual
-17-
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;
(c) to limit access to such information and data to authorized
employees, agents or contractors of the Transfer Agent and the Trust 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 Trust in the possession of the Transfer
Agent shall be returned to the Trust (or designated successor transfer agent) as
provided in paragraph 1 of Article VII, and (ii) all records and other
confidential information of the Transfer Agent in the possession of the Trust
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 Trust's
Board and the auditors and/or counsel to the Transfer Agent, the Trust 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.
-18-
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.
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 Trust, 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 Trust 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 VII, in any Prospectus, sales literature or other material relating to
the Trust 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 Trust 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
-19-
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 Trust'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
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-
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 Trust by the
undersigned officer of the Trust in his/her capacity as an officer of the Trust.
The obligations of this Agreement shall only be binding upon the assets and
property of the Trust and shall not be binding upon any Board member, officer or
shareholder of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized and their
respective seals, if any, to be hereunto affixed, as of the day and year first
above written.
DREYFUS TRANSFER, INC.
WITNESS:
By: /S/ XXXXXXX XXXXX
------------------
/S/ XXXXXX XXXXXXXX
-------------------
MELLON INSTITUTIONAL FUNDS
INVESTMENT TRUST
WITNESS:
By: /S/ XXXXXXX X. XXXXXXXX
-----------------------
/S/ XXXXXXX X. XXXXXX
---------------------
Mellon Bank N.A. hereby agrees to pay the fees of the Transfer Agent as provided
in Article XI.
MELLON BANK N.A.
WITNESS:
By: /S/ XXXXXXXXXXX XXXXX
/S/ XXXXXXX XXXXXX
------------------
- 21 -
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
TRANSFER AGENCY AGREEMENT
APPENDIX A
I, ________________, Secretary of MELLON INSTITUTIONAL FUNDS
INVESTMENT TRUST (the "Trust"), do hereby certify that the following
individuals,* whose specimen signatures appear opposite their names below, have
been duly authorized by the Board members of the Trust 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 Trust:
Xxxxxx Xxxxxxxx
----------------------------------------
Xxxxxx Xxxxxxxx
----------------------------------------
Xxxx Xxxxxxxx
----------------------------------------
Xxxxxx Xxxx
----------------------------------------
Secretary
----------
* Two (2) signatures required.
A-1
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
TRANSFER AGENCY AGREEMENT
APPENDIX B
I, _________, Secretary of MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST,
a business trust organized and existing under the laws of The Commonwealth of
Massachusetts (the "Trust"), do hereby certify that the only classes of shares
of the series issued and/or authorized by the Trust as of the date of this
Transfer Agency Agreement are shares of beneficial interest, $.01 par value, as
follows:
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
The Boston Company International Core Equity Fund
The Boston Company International Small Cap Fund
The Boston Company Large Cap Core Fund
The Boston Company Small Cap Growth Fund
The Boston Company Small Capitalization Equity Fund
The Boston Company Small Cap Value Fund
The Boston Company Tax Sensitive Small Cap Equity Fund
Xxxxxxxx Xxxxxx Intermediate Tax Exempt Bond Fund
Xxxxxxxx Mellon International Fixed Income Fund
Xxxxxxxx Xxxxxx International Fixed Income Fund II
Xxxxxxxx Mellon Investment Grade Bond Fund
Xxxxxxxx Xxxxxx Fixed Income Fund
Xxxxxxxx Mellon Global Fixed Income Fund
Xxxxxxxx Xxxxxx High Yield Bond Fund
Xxxxxxxx Mellon Opportunistic Emerging Market Debt Fund
Xxxxxxxx Xxxxxx Opportunistic High Yield Fund
Xxxxxxxx Mellon Massachusetts Intermediate Tax Exempt Bond Fund
Xxxxxxxx Xxxxxx Short-Term Asset Reserve Fund
Xxxxxxxx Mellon Short-Term Fixed Income Fund
----------------------------------------
Secretary
B-1
APPENDIX C (1)
ANNUAL PER-ACCOUNT FEE AND SERVICES THEREFOR
Notwithstanding anything in this Appendix to the contrary, the fees to
be paid to the Transfer Agent pursuant to this Agreement shall be paid on behalf
of the Trust by Mellon Bank, N.A. ("Mellon") out of its own assets.
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 Trust has directed the Transfer Agent to remove from the
System. In consideration of an Annual Per Account Fee $ 19.06 per open
shareholder account in a daily dividend fund and $12.84 per open shareholder
account in a quarterly/annual dividend fund (charged on a monthly basis), plus
payment of out-of-pocket expenses in accordance with Appendix G hereto, paid on
behalf of the Trust by Mellon, the Transfer Agent shall provide the services
provided for in this Agreement on any Trust Business Day, except as otherwise
specifically noted.
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 $.28/12 (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 Trust.
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 Share Balance
o Balance of shares having paid a commission, and the rate of
commission charged ("Privileged")
C(1)-1
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
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." (Trust client institutions with
remote terminal access)
o Investment Adviser
o All further information required for the proper maintenance,
reporting and servicing of benefit accounts
C(1)-2
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.
FUNCTIONS
o Answer all investor and dealer telephone and/or written
inquiries, except those concerning Trust policy which will be
referred to the Trust
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 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
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 or otherwise act upon subpoenas, levies, restraining
orders and other similar documents with respect to Trust
shareholder accounts served on the Trust or it's affiliates and
forwarded to the Transfer Agent, the legal sufficiency or
enforceability of which will be the responsibility of the Trust,
and as to which the Transfer Agent will have no duty to inquire
or determine.
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
C(1)-3
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 Trust
o Receive relevant information in automated or manual form (at the
Trust's direction) concerning Trust 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
Trust 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 Trust may specify and
shall remit such fees to the Trust or a third party
o Process new accounts, verifying completeness of application;
establish new account records with standard abbreviations and
registration formats
o To the extent not performed by cash management provider ("CMP"),
pick up mail addressed to P.O. Boxes identified by the Trust
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 Trust
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
C(1)-4
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
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 Trust 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
C(1)-5
o Provide duplicate copies of statements and/or transcripts of
accounts to shareholders requesting such information (for such
fee as the Trust 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 Trust 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 transfer agency system for
that account per agreed upon procedures on a best efforts basis
o Process exchanges of Trust 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 Trust.
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 Trust
o Establish automatic withdrawal records and process automatic
withdrawals as permitted by the Trust
o Issue shares in certificate form as directed by the Trust
o Process delayed settlement ("Wire Order") trades as permitted by
the Trust, 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 Trust, in
return for a fee of $.10 per account per year
o Calculate dealer commissions in accordance with rates set by the
Trust 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
C(1)-6
o Perform due diligence mailings as requested by the Trust 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 Trust 24
hours per day, 7 days per week
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 Trust
C(1)-7
REPORTS PROVIDED
The Transfer Agent will print and deliver or, at the Trust's option,
provide the necessary information and data communication capabilities to permit
the Trust 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 Trust's preparation of Blue Sky
Reporting
o N-SAR Report - Supply monthly correspondence, redemption and
liquidation information for use in Trust'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 Trust. Copies of financial transaction confirmations should be
sent to the dealer specified, as well as investment adviser and, at
the Trust'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
TAPES/TRANSMISSIONS PROVIDED
Provide, in a format to be supplied by the Trust:
o Weekly Management Tapes
C(1)-8
- 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
Trust's data center, to allow on-line terminal access for inquiry
to all terminals in the Dreyfus/Mellon network ("SNI/Cross
Domain")
o Provide data communications connection via dedicated lines to a
location specified by the Trust, 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 Trust 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
- Provide the Trust with access to other mutual fund
processing interfaces developed by the Transfer Agent.
- Develop other mutual fund processing interfaces at the
Trust's request
DIVIDEND ACTIVITY
o Accrue dividends daily or monthly and reinvest dividends daily or
monthly, in accordance with the Trust's prospectus. Pay dividends
in cash monthly, quarterly or so designated as stated in the
Trust's Prospectus.
o Calculate capital gains distributions
o Suppression of dividend reporting for certain institutional
customers
DEALER SERVICES
o Prepare and mail advice to dealers daily
C(1)-9
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 the Trust 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 Trust from time to time, as follows:
o Inquiry Only
o Input New Accounts
o Input Purchases
o Input Redemptions
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
ANNUAL MEETINGS
o One proxy mailing per year
C(1)-10
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 Trust. Prepare and
mail consolidated statements at the frequency requested by the
Trust, which shall be no more frequent than monthly
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 Trust
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 Trust in
all confirm and statement mailings, i.e. daily confirm and
monthly and quarterly statements (material must be adaptable to
mechanical equipment)
o Prepare and mail annual cost basis information to all eligible
shareholders.
C(1)-11
BENEFIT PLANS
Throughout the term of this Agreement, the Transfer Agent will,
through an entity selected and approved by the Trust, 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 Trust 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 startup
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 Trust,
whichever is sooner. Original products or service features are those which are
not known by the Trust 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 Trust 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 Trust 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 Trust 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 F.
-Dedicated Software Staff:
The Transfer Agent will provide, at no additional cost to the Trust, a
programming staff dedicated only to the completion of
Dreyfus-affiliated 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
Trust programming requests for new products or services which result
in an earnings stream to the Transfer Agent, the Trust 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.
Programming Request Cancellation and Refund:
C(2)-2
Any program request canceled by the Trust 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 Trust
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 Trust 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 Trust 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
Trust 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 Trust requires (other than mandatory reports
that the Trust 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 Trust, at Mellon'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
Trust 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
Wire Order Cancel Journal
C(2)-5
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 Trust, 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
Monthly Blue Sky Summary
Month-to-Date Blue Sky Sales by State
C(2)-6
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 the Trust and 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 (the "Trusts"), 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 Trust 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 Trust'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 Trusts 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 Trust
will give all of the Trusts, including the Trust, 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 Trust 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 Trust 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 Trust, 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
circumstances, but only if the Transfer Agent
D-1
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 Trust 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 Trust 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. System Availability Service Description:
The Mutual Fund Inquiry System will be available for access by the Trust and its
shareholders at various locations. These systems allow the Trust to answer
inquiries received from the Trust's investors.
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 MJR Systemas 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.
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 Trusts for the month. The system will be
considered unavailable during
D-3
communication line outages if a back-up line for the defective line has
previously been authorized by the Trust. Using the Mutual Fund Inquiry System
reports, the Transfer Agent will calculate availability for each day in the
month and average those days to arrive at monthly average for Mutual Fund
Inquiry System . If availability 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 Trust 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%
5% 1.00%
Termination:
If the System Availability is less than 95% for two consecutive months, the
Trust shall have the right to terminate this Agreement, upon the notice provided
under the caption "General" in this Appendix D.
D-4
2. Daily System Updates
Service Description:
The Transfer Agent updates the System daily to reflect each day's business
activity. The Trust 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 Trust against the fees to be paid hereunder.
D-5
Fee Credits:
UPDATES
Average Weekly Performance
for Each Week within the Period
1Wk 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 Trust 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-6
3. 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 Dreyfus 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 Trust 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 Trust 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 Trust 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 Trust 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-7
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 Trust
shall have the right to terminate this Agreement, upon the notice provided under
the caption "General" in this Appendix D.
D-8
4. Accuracy and Timeliness of Daily Advice Mailings
Service Description:
The Transfer Agent will produce and send, deliver or distribute an advice to
Trust investors whenever a financial transaction is posted to the investor's
account, except where suppressed pursuant to instructions received from the
Trust 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 Trusts $5,000 (for that week).
Termination:
The Trust 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-9
5. 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 Trusts' 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 Trust'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 Trust shall have the
right to terminate this Agreement, upon the notice provided under the caption
"General" in this Appendix D.
D-10
6. 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 Trust. 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 Trust 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-11
7. 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
Trust'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 Trust 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
Trust 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
Trusts rate for the month or the current yield of the Trust, 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 Trust 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-12
8. 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 Trust's
option) file listing all accounts by fund. The Transfer Agent will provide the
Trusts 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 Trusts 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 Trusts
for the month. This credit information would then be passed to Dreyfus' Mutual
Fund Accounting Department for allocation to the Trust 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-13
Termination:
The Trust 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-14
9. 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
Trust 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 Trust 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 Trust shall
have the right to terminate this Agreement, upon the notice provided under the
caption "General" in this Appendix D.
D-15
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 Trust. This will include verbal or written instructions, as
appropriate, to the CMP to transfer money between Trust 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 Trust.
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 Trust, 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 Trust'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 Trust
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 Trust's Prospectus.
B) OCR - Lock Box (Payment Processing)
E-1
o Pick up mail addressed to P.O. Boxes identified by the Trust 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 Trust 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 Trust'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.
o Out of proof checks with multiple stubs remittances not equal to
checks - Forward to Transfer Agent.
E-2
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. STOP PAYMENTS
o Accept oral or written stop payment requests on checks or drafts
issued by the Trust or Trust shareholders, and maintain appropriate
stop payment files and capabilities in accordance with current
regulations and banking practices, and according to the Trust'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 Trust.
IV. 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
Trust 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 Trust 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.
V. OUTGOING FED WIRES
o Transfer agent will electronically transmit wire instructions to CMP
throughout the day.
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.
E-3
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.
VI. LIQUIDATION BY CHECK
o CMP will honor liquidation checks drawn on the Trust'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 Trust'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 Trust's direction.
o CMP will provide the Transfer Agent with the daily transmissions for
updates on paid items.
VII. 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.
D) ACH Debits Initiated by CMP (Shareholder Purchase)
E-4
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 Trust'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.
VIII. 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.
o 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.
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.
E-5
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 Trusts 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.
E-6
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 Trusts and/or shareholders affected
Amount of manual effort saved due to this enhancement
Potential liability
Impacts:
- to quality/customer service
- 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
Special considerations or exceptions to the request
F-1
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 - Xxxxx Xxxxxx
- Xxxx Xxxx
Institutional Servicing - Xxxxxx Xxxxxx
- Xxxxxxx Xxxxxx
Dreyfus Group
Retirement Plans - Xxxxxx Xxxxxxx
- Xxxxx Xxxxxx
Information Systems - Xxxxxxxx Xxxxx
Fund Accounting - Xxxxx Xxxxxxx
Transfer Agency Administration/
Project Management - Xxxxxxx Xxxxx
Corporate Accounting - Xxxxxxx Xxxxxxx
Legal - Xxxx X. Xxxxxx
Marketing - Xxxxxx Xxxx
Financial Centers - Xxxx Xxxx
Xxxxxxxx Mellon - Xxxxxx Xxxxxxxx
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
verify whether functionality already exists for this request and/or
identify possible alternatives to the request, if appropriate.
F-2
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.
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.
F-3
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 Trusts, 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, Trust 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
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 Trust 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 Trust 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 Trust 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
APPENDIX H
DELEGATED ANTI-MONEY LAUNDERING DUTIES
Date: February 23, 2004
With respect to the ownership of shares in the Trust for which the Transfer
Agent maintains the applicable shareholder information pursuant to this
Agreement, the Transfer Agent (or DST and/or BFDS to the extent such duties are
delegated to them) shall:
o Submit all new accounts, registration maintenance transactions, and
existing accounts through the Office of Foreign Assets Control
("OFAC") database and such other lists or databases of trade
restricted individuals, entities or countries as may be required from
time to time by applicable regulatory authorities; block accounts and
files reports with OFAC as required under OFAC-administered
regulations.
o Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance, including a change to standing
banking instructions.
o Review wires sent pursuant to banking instructions other than those on
file with the Transfer Agent.
o Review accounts with small balances that have large purchases at
dollar thresholds mutually agreed upon by the Trust and the Transfer
Agent.
o Review accounts with frequent activity within a date range specified
by the Trust followed by a large redemption at dollar thresholds
mutually agreed upon by the Trust and the Transfer Agent.
o On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Trust, or within the Trust
and other mutual funds for which the Transfer Agent acts as transfer
agent, to determine if activity on any given day for that TIN exceeded
the dollar threshold specified by the Trust.
o Compare all new accounts and registration maintenance transactions
through a database of known offenders ; notify the Trust of any match.
o Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period; file IRS Form 8300 and issue the shareholder
notices required by the IRS.
o Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds; prepare and file
the SAR. Provide the Trust with a copy of the SAR within a reasonable
time after filing; notify the Trust if any further communication is
received from U.S. Department of the Treasury or other law enforcement
agencies regarding the SAR.
H-1
o Compare account information to any FinCEN request received by the
Trust and provided to the Transfer Agent pursuant to USA PATRIOT Act
Sec. 314(a). Provide the Trust with documents/information necessary to
respond to requests under USA PATRIOT Act Sec. 314(a) within required
time frames.
o Follow the Trust's Customer Identification Program ("CIP"), including
any amendments thereto as mutually agreed upon by the Trust and the
Transfer Agent,as provided to the Transfer Agent, to (i) verify the
identity of any person seeking to open an account with the Trust, (ii)
maintain records of the information used to verify the person's
identity and (iii) determine whether the person appears on any lists
of known or suspected terrorists or terrorists organizations provided
to the Trust by any government agency.
o Provide to the Trust, at least annually, either (i) a SAS 70 Report
for DST or BFDS covering their respective anti-money laundering
responsibilities hereunder to the extent such responsibilities have
been delegated by the Transfer Agent to them, or, (ii) a separate
written attestation report issued by either DST's or BFDS' certified
public accountants covering their respective anti-money laundering
responsibilities hereunder to the extent such responsibilities have
been delegated by the Transfer Agent to them.
In the event that the Transfer Agent detects activity as a result of the
foregoing procedures which necessitates the filing by the Transfer Agent of a
SAR, a Form 8300 or other similar report, or notice to OFAC or other regulatory
agency, then the Transfer Agent shall also immediately notify the Trust, unless
prohibited by applicable law.
H-2
