Supplemental Agreement
This Supplemental Agreement is entered into as of April 16, 2007 by and between
Dreyfus Service Corporation ("Dreyfus") on its behalf, and/or on behalf of one
or more of the Funds for which it serves as primary underwriter, and the
undersigned (the "Intermediary").
WHEREAS, Dreyfus and the Intermediary have previously entered into one or more
of the agreements (the "Agreement") set forth on Attachment A to this
Supplemental Agreement relating to certain funds ("Funds") for which Dreyfus is
the principal underwriter and distributor of Fund Shares (as defined below);
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, Dreyfus and the Intermediary hereby agree as
follows:
A. Definitions
1. "Fund" includes the Funds covered by the Agreement and the Funds' principal
underwriter and transfer agent. The term does not include any "exempted
funds" as defined in Rule 22c-2(b) under the Investment Company Act of 1940
(the "1940 Act").
2. "Shareholder" shall mean, as applicable, (a) the beneficial owner of
Shares, whether the Shares are held directly by Shareholder or by the
Intermediary in nominee name; (b) a Plan participant notwithstanding that
the Plan may be deemed to be the beneficial owner of Shares; or (c) the
holder of interests in a Fund underlying a variable annuity or variable
life insurance contract.
3. "Written" communications include electronic communications and facsimile
transmissions.
B. Shareholder Information and Imposition of Trading Restrictions
1. Agreement to Provide Information. The Intermediary agrees to provide
promptly, but not later than 10 business days, to the Fund, upon Written
request, the taxpayer identification number ("TIN"), if known, of any or all
Shareholder(s) who have purchased, redeemed, transferred or exchanged Shares
held through an account with the Intermediary (an "Account") during the period
covered by the request and the amount, date, name or other identifier of any
investment professional(s) associated with the Shareholder(s) or Account (if
known), and transaction type (purchase, redemption, transfer or exchange) of
every purchase, redemption, transfer or exchange of Shares. To the extent
practicable, the format for any transaction information provided to the Fund
should be consistent with the NSCC Standardized Data Reporting Format.
(a) Period Covered by Request. Requests must set forth a specific period, not
to exceed 90 days from the date of the request, for which transaction
information is sought. The Fund may request transaction data older than 90
days from the date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the purpose of
eliminating or reducing dilution to the value of the outstanding shares
issued by the Fund.
(b) The Intermediary agrees to use best efforts to determine, promptly upon
request of the Fund, but not later than 10 days, whether any person that
holds Shares through the Intermediary is an "indirect intermediary "as
defined in Rule 22c-2 under the 1940 Act (an "Indirect Intermediary"), and
upon further request of the Fund, (i) provide or arrange to have provided
the information set forth in paragraph (B)(1) of this Supplemental
Agreement regarding Shareholders who hold an account with an Indirect
Intermediary; or (ii) restrict or prohibit the Indirect Intermediary from
purchasing Shares on behalf of itself or other persons.
(c) Dreyfus agrees not to use the information received pursuant to this
Supplemental Agreement for any purpose other than as necessary to comply
with the provisions of Rule 22c-2 or to fulfill other regulatory or legal
requirements subject to the privacy provisions of Title V of the
Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state laws.
2. Agreement to Restrict Trading. The Intermediary agrees to execute Written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions of Shares (directly or indirectly through an
Account) that violate the policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of its Shares.
(a) Form of Instructions. Instructions provided to the Intermediary will
include the TIN, if known, and the specific restriction(s) to be executed
and how long the restrictions are to remain in place. If the TIN is not
known, the instructions will include an equivalent identifying number of
the Shareholder(s) or account(s) or other agreed upon information to which
the instructions relates Upon request of the Intermediary, Dreyfus agrees
to provide to the Intermediary, along with any written instructions to
prohibit further purchases or exchanges of Shares by Shareholder,
information regarding those trades of the Shareholder that violated the
Fund's policies relating to eliminating or reducing any dilution of the
value of the Fund's outstanding Shares..
(b) Confirmation by the Intermediary. The Intermediary must provide Written
confirmation to the Fund that instructions have been executed. The
Intermediary agrees to provide the confirmation as soon as reasonably
practicable, but not later than 10 business days after the instructions
have been executed.
C. Late Trading Procedures. The Intermediary represents that it has adopted,
and will at all times during the term of the Agreement maintain, reasonable
and appropriate procedures designed to ensure that any and all orders to
purchase, redeem, transfer or exchange Shares received by the Intermediary
from Shareholders treated as received prior to the close of trading (the
"Close of Trading") on the New York Stock Exchange (the "NYSE") (usually
4:00 p.m. Eastern time) on a day the NYSE is open for business (a "Business
Day") are received by the Intermediary prior to the Close of Trading on
such Business Day and are not modified after the Close of Trading and that
all such orders received, but not rescinded, by the Close of Trading are
communicated to Dreyfus or its designee for that Business Day. Each
transmission of Share orders by the Intermediary shall constitute a
representation that such orders are accurate and complete and are as
received by the Intermediary by the Close of Trading on the Business Day
for which the orders are to be priced and that such transmission includes
all Share orders received from customers, but not rescinded, by the Close
of Trading.
D. Anti-Money Laundering Program Procedures. The Intermediary represents and
warrants that, to the extent required by applicable law, it has adopted
policies and procedures to comply with all applicable anti-money
laundering, customer identification, suspicious activity, currency
transaction reporting and similar laws and regulations including the Bank
Secrecy Act, as amended by the USA PATRIOT Act, and the regulations
thereunder, and National Association of Securities Dealers ("NASD") Rule
3011. The Intermediary also represents and warrants that it will not
purchase or sell Shares on behalf of any person on the list of Specially
Designated Nationals and Blocked Persons maintained by the Office of
Foreign Assets Control ("OFAC"), or other similar governmental lists, or in
contravention of any OFAC maintained sanctions program. The Intermediary
agrees to share information with the Fund for purposes of ascertaining
whether a suspicious activity report ("SAR") is warranted with respect to
any suspicious transaction involving Shares, provided that neither the
Intermediary nor the Fund is the subject of the SAR. The Intermediary, if
required to maintain an anti-money laundering program, also represents and
warrants that it has filed the requisite certification with the Financial
Crimes Enforcement Network ("FinCEN") to allow the Intermediary to share
information pursuant to Section 314(b) of the USA PATRIOT Act.
E. Suitability Analysis. To the extent that the Intermediary makes a
recommendation to its customers regarding a transaction in Shares, the
Intermediary agrees that it is its responsibility to fulfill its
obligations under NASD rules and to determine the suitability of any Shares
as investments for customers, and that Dreyfus has no responsibility for
such determination.
The Intermediary understands and acknowledges that the Funds may offer
Shares in multiple classes, and the Intermediary represents and
warrants that, to the extent the Intermediary is recommending
transactions in Shares, it has established compliance procedures
designed to ensure that, in offering more than one Share class of Funds
to its customers, customers are made aware of the terms of each class
of Shares offered, to ensure that its representatives recommend only
Shares that are appropriate investments for each customer, to ensure
that the customer is availed of the opportunity to obtain front-end
sales charge discounts as detailed in the Funds' prospectuses, and to
ensure proper supervision of the Intermediary's representatives in
recommending and offering different classes of Fund Shares to its
customers.
F. Qualification of Shares in States. Dreyfus agrees to make available to the
Intermediary a list of the states or other jurisdictions in which Shares
are registered for sale or are otherwise qualified for sale, which may be
revised from time to time. The Intermediary will make offers of Shares to
its customers only in those states, and will ensure that the Intermediary
(including its associated persons) are appropriately licensed and qualified
to offer and sell Shares in any state or other jurisdiction that requires
such licensing or qualification in connection with the Intermediary's
activities. Dreyfus will promptly inform the Intermediary of any changes to
the list of states.
G. Status as an NASD Member. To the extent that the Intermediary is a
broker-dealer or is otherwise subject to the Conduct Rules of the NASD, the
Intermediary shall inform Dreyfus promptly of any pending or threatened
action or proceeding by the NASD bearing on the Intermediary's membership
with the NASD and of any suspension or termination of such membership. The
Intermediary further agrees to maintain all records required by applicable
laws or that are otherwise reasonably requested by Dreyfus in the event the
Intermediary's status as a member of the NASD or the Securities Investor
Protection Corporation changes. The Intermediary recognizes that it will be
treated as a "non-member of the Association," as defined by Rule 2420 of
the NASD Conduct Rules, during the period of any suspension of the
Intermediary's membership in the NASD. Accordingly, no payments required by
NASD regulations to be paid solely to a registered broker or dealer shall
be paid by Dreyfus while the Intermediary is suspended from the NASD.
Further, any termination of the Intermediary's NASD membership will
automatically terminate the Agreement without notice. In the event that the
Agreement is terminated as a result of the Intermediary ceasing to be a
member of the NASD, or for any other reason as permitted by the Agreement,
the Intermediary agrees to work cooperatively with Dreyfus to effect an
orderly transition of customer assets if customer Shares are redeemed or
registrations transferred.
H. Miscellaneous
1. This Supplemental Agreement supersedes the terms of the Agreement and any
other agreement between the parties with respect to the provisions covered
herein. Except as modified herein, the Agreement and all other agreements
between the parties remain in full force and effect. The invalidity or
unenforceability of any term or provision hereof shall not affect the
validity or enforceability of any other term or provision hereto.
2. This Supplemental Agreement shall be governed and construed in accordance
with the laws of the state of New York without regard to conflict of law
principals, and shall bind and inure to the benefit of the parties hereto
and their respective successor and assigns.
3. This Supplemental Agreement shall terminate upon termination of the
Agreement.
IN WITNESS WHEREOF, this Supplemental Agreement has been acknowledged and
executed as of the date set forth below:
Dreyfus Service Corporation Liberty Life Insurance Company
Intermediary Name
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Signed Signed
Xxxxxxx Xxxxxxx
---------------- ---------------------------
Print Name Print Name
Executive Vice President
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Title Title
_____________________ ___________________________
Date Date
ATTACHMENT A
Marketing and Support Services Agreement
Supplemental Agreement Regarding Networking
Money Market Fund (Omnibus) Distribution and Shareholder Services Agreement
Money Market Fund (Fully-Disclosed)
Distribution and Shareholder Services Agreement
Fund (Omnibus) Distribution and Shareholder Services Agreement
Fund (Fully Disclosed) Distribution and Shareholder Services Agreement
Fund Participation Agreement
Services Agreement
