EXHIBIT 99.8.57
SERVICE AGREEMENT
This Agreement is entered into as of May 1, 2015 between One America
Securities, an Indiana (the "Service Provider"), MBSC Securities Corporation, a
New York corporation ("MBSC"), and those registered investment companies
managed, advised, sub-advised or administered by one or more affiliates of MBSC
that are identified on Schedule A attached hereto (the "Funds").
The Service Provider provides administrative services comprised of
recordkeeping, reporting and processing services (the "Administrative Services")
to qualified employee benefit plans (the "Plans"). Administrative Services for
each Plan include processing and transfer arrangements for the investment and
reinvestment of Plan assets in investment media specified by an investment
adviser, sponsor or administrative committee of the Plan (a "Plan
Representative") generally upon the direction of Plan beneficiaries (the
"Participants"). The Administrative Services are provided by the Service
Provider under service agreements with various Plans.
The Service Provider and MBSC desire to facilitate the purchase and
redemption of shares of the Funds (the "Shares") on behalf of the Plans and
their Participants through one account in each Fund (an "Account") to be
maintained of record by the Service Provider as nominee of the Plans, subject to
the terms and conditions of this Agreement.
Accordingly, the parties hereto agree as follows:
1. PERFORMANCE OF SERVICES.
The Service Provider agrees to perform the administrative services and
functions specified in Schedule B attached hereto (the "Services") with respect
to Shares owned by Plans and included in the Accounts.
2. OPERATIONAL MATTERS.
a. Operating Procedures. The Service Provider intends to clear trades for
Fund Shares through, and make use of, the National Securities Clearing
Corporation's ("NSCC's") Fund/Serv and, in connection therewith, agrees to
follow and comply with the procedures, terms and conditions set forth in the
operating procedures set forth in Exhibit A hereto, as supplemented or amended
from time to time by the mutual agreement of the parties hereto (the "Operating
Procedures").
b. Late Trading Procedures. The Service Provider represents that it has
adopted, and will at all times during the term of this Agreement maintain,
reasonable and appropriate procedures ("Late Trading Procedures") designed to
ensure that any and all instructions received by the Service Provider from
Participants or Plan Representatives on a day that the New York Stock Exchange
or the Fund's transfer agent is open for business ("Business Day") which are to
be treated as received prior to the close of trading on such Business Day
(currently 4:00p.m. Eastern Time) on the New York Stock Exchange or as at such
earlier times at which such Fund's
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net asset value is calculated as specified in the Fund's prospectus ("Close of
Trading") have been received by the Service Provider prior to the Close of
Trading on such Business Day and were not modified after the Close of Trading,
and that all such instructions received from Participants or Plan
Representatives, but not rescinded, by the Close of Trading, were communicated
to MBSC or its designee for the Business Day. Each transmission of Share orders
by the Service Provider shall constitute a representation by the Service
Provider that such orders are accurate and complete and are pursuant to
instructions received from Participants or Plan Representatives in accordance
with the preceding sentence.
c. Anti-Money Laundering Program Procedures. The Service Provider
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 PATRlOT Act, and the regulations thereunder, and National
Association of Securities Dealers ("NASD") Rule 3011. The Service Provider 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 Service Provider 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 Service Provider nor the Fund is the subject of the SAR. The
Clearing Agent, 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 Service Provider to
share information pursuant to Section 314(b) of the USA PATRIOT Act.
3. PARTICIPANT INFORMATION AND IMPOSITION OF TRADING RESTRICTIONS.
a. AGREEMENT TO PROVIDE INFORMATION. Service Provider agrees to provide
the Fund promptly upon written request, but not later than 10 business days from
the written request, a unique identifying number (which shall be the taxpayer
identification number ("TIN"), if known), of any or all Participants who have
purchased, redeemed, transferred or exchanged Shares held through an Account
with Service Provider and the amount, date, name or other identifier of any
investment professional(s) associated with Participants or the 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.
b. PERIOD COVERED BY THE 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 any dilution of the value of the outstanding Shares issued by the
Fund.
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c. The Service Provider agrees to use best efforts to determine, promptly
upon request of the Fund, but not later than 10 days after the request, whether
any person that holds Shares through the Service Provider is an "indirect
intermediary" as defined in Rule 22c-2 under the Investment Company Act of 1940,
as amended (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 Section (3)(a) of this Agreement regarding Participants 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.
d. MBSC and the Fund each agrees not to use the information received under
this Section 3 for marketing or any other similar purpose without the prior
written consent of the Service Provider.
e. AGREEMENT TO RESTRICT TRADING. Service Provider agrees, within 5 days
of receipt of a request, to execute written instructions from the Fund to
restrict or prohibit further purchases or exchanges of Shares by a Participant
that has been identified by the Fund as having engaged in transactions of the
Fund's Shares (directly or indirectly through the Service Provider's Account)
that violate policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding Shares issued by the Fund.
f. FORM OF INSTRUCTIONS. Instructions provided to the Service Provider
will include a unique identifying number (which shall be the TIN, if known), and
the specific restriction(s) to be executed. If the TIN is not known, the
instructions will include an equivalent identifying number of the Participants
or accounts or other agreed upon information to which the instructions relate.
g. CONFIRMATION BY SERVICE PROVIDER. Service Provider must provide written
confirmation to the Fund that instructions have been executed. Service Provider
agrees to provide confirmation as soon as reasonably practicable, but not later
than ten (10) business days after the instructions have been executed.
h. DEFINITIONS. For purposes of this Section 3:
The term "Fund" includes the Fund's principal underwriter and transfer
agent. The term does not include any "excepted funds" as defined in SEC Rule
22c-2(b) under the ▇▇▇▇ ▇▇▇.
The term "Shares" means the interests of Participants corresponding to the
redeemable securities of record issued by the Fund under the 1940 Act that are
held by the Service Provider.
The term "written" includes electronic writings and facsimile
transmissions.
4. MAINTENANCE OF RECORDS.
The Service Provider shall maintain and preserve all records as required
by law to be maintained and preserved in connection with providing the Services.
Upon the request of MBSC, the Service Provider and the Clearing Agent, as
applicable, shall provide copies of all the
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historical records relating to transactions between the Funds and the Plans,
written communications regarding the Funds to or from such Plans and other
materials, in each case (a) as are required by law and regulations to be
maintained in connection with providing the Services, and (b) as may reasonably
be requested to enable MBSC, or its representatives including, without
limitation, its auditors or legal counsel, to (i) monitor and review the
Services, (ii) comply with any request of a governmental body or self-regulatory
organization or a Plan, (iii) verify compliance by the Service Provider and the
Clearing Agent, with the terms of this Agreement, (iv) make required regulatory
reports, or (v) perform general customer supervision. Upon the request of MBSC,
the Service Provider shall provide such information, representations and
certifications regarding the Late Trading Procedures, as may reasonably be
requested. The Service Provider agrees that it will permit MBSC or such
representatives to have reasonable access to its personnel and records in order
to facilitate the monitoring of the quality of the Services.
5. FUND PROSPECTUSES.
The Service Provider's performance of the Services including, without
limitation, the purchase and redemption of Shares, shall be subject to the terms
and conditions set forth in each Fund's prospectus.
6. OPERATION OF FUNDS.
In no way shall the provisions of this Agreement limit the authority of
any Fund or MBSC to take such action as it may deem appropriate or advisable in
connection with all matters relating to the operation of such Fund and the sale
of its Shares.
7. REPRESENTATIONS WITH RESPECT TO DREYFUS FUNDS.
Service Provider shall not make representations concerning a Fund or
Shares except those contained in the current prospectus of such Fund, and in
current sales literature furnished by MBSC.
8. EXPENSES.
a. The Service Provider shall bear all expenses incidental to the
performance of the Services.
b. Each Fund shall pay the cost of registration of its shares with the
U.S. Securities and Exchange Commission (the "SEC") and in states where
required. Each Fund shall distribute or cause to be distributed to the Service
Provider its proxy material, periodic Fund reports to shareholders and other
material as such Fund may be required to be sent to shareholders. The cost of
preparing and printing this material shall be paid by the applicable Fund, and
the cost of distributing such items shall be paid by the Service Provider in
accordance with 8(a) above.
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9. ROLE AND RELATIONSHIP OF SERVICE PROVIDER AND CLEARING AGENT.
The parties acknowledge and agree that all Services provided by the
Service Provider shall be as an independent contractor and not as an employee or
agent of MBSC or any of the Funds, and that in performing services under this
Agreement involving mutual fund processing services made available through the
National Securities Clearing Corporation, Service Provider will act as agent of
the Plans and Plan Participants (and not of any Fund, MBSC or any other service
provider to a Fund in placing with a Fund orders for the purchase, redemption
and exchange of Shares. Notwithstanding the foregoing, however, each Fund hereby
designates the Service Provider as authorized agent for the limited purpose of
accepting purchase and redemption orders of Fund Shares.
10. USE OF MBSC NAME.
Except as otherwise expressly provided for in this Agreement, Service
Provider shall not use, nor shall it allow its employees or agents to use the
name or logo of MBSC or any affiliate of MBSC including, but not limited to, The
Dreyfus Corporation, or any products or services sponsored, managed, advised,
administered or distributed by MBSC or The Dreyfus Corporation or any of its
affiliates, for advertising, trade or other commercial or noncommercial purposes
without the express written consent of any authorized officer of MBSC.
11. CONFIDENTIALITY.
The Service Provider shall not disclose or make use of, directly or
indirectly, any secret or confidential information or material including,
without limitation, proposed new products, new marketing strategies or
techniques, new communication or electronic fund transfer methods, sales or
volume reports, shareholder or customer lists, dealer lists, or prospective
investor lists pertaining to or owned by MBSC or any of its affiliates or any
investment companies, including the Funds sponsored, managed, advised,
administered or distributed by MBSC or any of its affiliates.
12. INSURANCE AND BONDING.
The Service Provider agrees to maintain comprehensive general liability
coverage and fidelity bond coverage with coverage limits customary in the
industry for services of the type described herein.
13. FEES.
a. For the services of the Service Provider under this Agreement, MBSC
and the Funds severally agree to pay the Service Provider the fees described in
Schedule C ("Administrative Fees"). The parties agree that the Administrative
Fees are for administrative services only and do not constitute payment in any
manner for investment advisory or distribution services. The Service Provider
agrees to provide MBSC with notice of and the dollar amount of any and all
disputes pertaining to any fee payment made under the terms of this Agreement
within 30 days of receipt of the fee payment subject to such dispute. Service
Provider further agrees that neither
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MBSC nor any Fund is under any obligation to pay any fee(s) not invoiced in
accordance with the terms set forth in Schedule C.
b. The provisions of this Agreement are applicable only to those MBSC
dealer and branch codes specified in Schedule C and do not apply to any other
relationship by and between the parties. Any addition, deletion or modification
of a dealer or branch code may only be made pursuant to a written instrument
signed by each party. Service Provider is solely responsible for coding the
correct dealer and/or branch code on each account.
14. TERMINATION. This Agreement shall terminate:
a. with respect to the sale and issuance of new Shares to any Plans, at
the option of the Service Provider, MBSC or a Fund upon six months' advance
written notice to the other parties hereto and with respect to Shares previously
sold to Plans at the option of the Service Provider, MBSC or the fund upon six
months' advance notice to the other parties hereto;
b. with respect to Shares previously sold to Plans and with respect to the
sale and issuance of new Shares to any Plans, at the option of MBSC or any Fund,
upon written notice to the Service Provider of any legislation or regulation
which has the effect of limiting, or the operation of which serves to limit, The
Dreyfus Corporation's investment advisory or administration fee with respect to
such Fund to an amount that is less than the Administrative Fees payable with
respect to such Fund;
c. with respect to Shares previously sold to Plans and with respect to the
sale and issuance of new Shares to any Plans, at the option of the Service
Provider, or of MBSC or a Fund, as the case may be, upon written notice to the
other parties hereto of the institution of formal proceedings against the Fund
or MBSC, or against the Service Provider, as the case may be, by the Financial
Industry Regulatory Authority, the SEC or any other regulatory body;
d. with respect to Shares previously sold to Plans and with respect to the
sale and issuance of new Shares to any Plans, at the option of MBSC or any Fund,
upon written notice to the Service Provider of termination of MBSC's
Distribution Agreement with such Fund. This provision shall not be deemed to
apply if, contemporaneously with such termination, a new Distribution Agreement
containing substantially similar terms is entered into between MBSC and such
Fund;
e. with respect to Shares previously sold to Plans and with respect to the
sale and issuance of new Shares to any Plans, at the option of MBSC or any Fund,
upon written notice to the Service Provider of termination of The Dreyfus
Corporation's Investment Advisory or Administration Agreement with such Fund.
This provision shall not be deemed to apply if, contemporaneously with the
termination, a new Investment Advisory or Administration Agreement containing
substantially similar terms is entered into between The Dreyfus Corporation and
such Fund;
f. with respect to the sale and issuance of new Shares, whenever, and so
long as: (i) in the judgment of a Fund's officers, the Fund's declining to
accept any additional orders for, or to
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make any sales of, Shares is warranted by market, economic or political
conditions, or by abnormal circumstances of any kind; (ii) the SEC has issued
and there remains in effect any stop order suspending the effectiveness of such
Fund's registration statement or prospectus; or (iii) a current prospectus as
required by Section 10 of the Securities Act of 1933, as amended (the "1933
Act"), is not on file with the SEC;
g. with respect to Shares previously sold to Plans and with respect to the
sale and issuance of new Shares to any Plans, at the option of the Service
Provider, or of any Fund or MBSC, as the case may be, upon an assignment of
this Agreement by the Fund or MBSC or by the Service Provider, as the case may
be, in a manner that is not permitted under the terms of Section 24 hereof; and
h. with respect to Shares previously sold to Plans and with respect to the
sale and issuance of new Shares to any Plans, at the option of the Service
Provider, or of MBSC or any Fund, as the case may be, upon written notice to the
other parties that MBSC or the Fund, or the Service Provider, as the case may
be, is in material breach of this Agreement unless the party in breach cures the
breach to the reasonable satisfaction of the party alleging breach within 10
days.
15. INDEMNIFICATION.
a. The Service Provider agrees to indemnify and hold harmless MBSC, the
Funds, the Funds' investment advisers, the Funds' administrators, and each of
their directors, officers, employees, agents and each person, if any, who
controls them within the meaning of the Securities Act, against any losses,
claims, damages, liabilities or expenses to which an indemnitee may become
subject insofar as those losses, claims, damages, liabilities or expenses or
actions in respect thereof, arise out of or are based upon (i) the provision of
Administrative Services by the Service Provider, (ii) the Service Provider's
negligence or willful misconduct in performing the Services, (iii) any breach by
the Service Provider of any material provision of this Agreement, or (iv) any
breach by the Service Provider of a representation, warranty or covenant made in
this Agreement; and the Service Provider will reimburse the indemnitees for any
legal or other expenses reasonably incurred in connection with investigating or
defending such loss, claim or action. This indemnity agreement will be in
addition to any liability which the Service Provider may otherwise have.
b. MBSC agrees to indemnify and hold harmless the Service Provider and
each of its directors, officers, employees, agents and each person, if any, who
controls the Service Provider within the meaning of the 1933 Act against any
losses, claims, damages, liabilities or expenses to which an indemnitee may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon (i) any breach by
MBSC of any material provision of this Agreement, or (ii) any breach by MBSC of
a representation, warranty or covenant made in this Agreement; and MBSC will
reimburse the indemnitees for any legal or other expenses reasonably incurred in
connection with investigating or defending any such loss, claim or action. This
indemnity agreement will be in addition to any liability which MBSC may
otherwise have.
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c. Promptly after receipt by an indemnitee under this Section 15 of notice
of the commencement of an action, the indemnitee will, if a claim in respect
thereof is to be made against the indemnitor, notify the indemnitor of the
commencement thereof in accordance with the provisions of Section 16 hereof
within seven (7) days after the summons or other first legal process shall have
been served, unless within such seven (7) days the indemnitor shall have been
served in the same action, in which case such notification may be given within
sixty (60) days, provided that the omission so to notify the indemnitor will not
relieve it from any liability that it may have to any indemnitee under this
Section 15 except to the extent that the indemnitor has been prejudiced in any
material respect by such failure. The omission so to notify the indemnitor will
not relieve it from any liability that it may have to any indemnitee otherwise
than under this Section 15. If any such action is brought against any indemnitee
and it notifies the indemnitor of the commencement thereof, the indemnitor will
be entitled to assume the defense thereof with counsel reasonably satisfactory
to the indemnitee, and the defendant or defendants in such action entitled to
indemnification hereunder shall have the right to participate in the defense or
preparation of the defense of any such action. In the event the indemnitor does
elect to assume the defense of any such action, and to retain counsel of good
standing, the defendant or defendants in such action shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
indemnitor does not elect to assume the defense of any such action, the
indemnitor will reimburse the indemnitee(s) named a defendant or defendants in
such action for the fees and expenses of one single additional counsel agreed
upon by them. If the indemnitor assumes the defense of any such action, the
indemnitor shall not, without the prior written consent of the indemnitee(s),
settle or compromise the liability of the indemnitee(s) in such action, or
permit a default or consent to the entry of any judgment in respect thereof,
unless in connection with such settlement, compromise or consent each indemnitee
receives from such claimant an unconditional release from all liability in
respect of such claim.
16. NOTICE.
Each notice required by this Agreement shall be given in writing and
delivered personally or mailed by certified mail to the other party at the
following address or such other address as each party may give notice to the
other:
If to the Service Provider, to:
OneAmerica Financial Partners
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
With a copy to:
OneAmerica Securities, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Associate General Counsel
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If to MBSC or any Fund, to:
MBSC Securities Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
With a copy to:
Dreyfus Investments
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Director, Institutional Services
A notice duly given pursuant to this Section 16 shall be deemed given
immediately when delivered personally and three (3) days after the date of
certified mailing.
17. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York applicable to agreements fully executed
and to be performed therein.
18. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS.
Each party represents that it is free to enter into this Agreement and
that by doing so it will not breach or otherwise impair any other agreement or
understanding with any other person, corporation or other entity. The Service
Provider further represents, warrants, and covenants that:
a. it has full power and authority under applicable law, and has taken all
action necessary, to enter into and perform this Agreement;
b. it is registered as a transfer agent pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
c. the arrangements provided for in this Agreement will be disclosed to
the Plans through their representatives;
d. it will not be a "fiduciary" of any Plan as such term is defined in
Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal Revenue Code of 1986, as amended
(the "Code");
e. the receipt of the fees described in Section 13 hereof by the Service
Provider will not constitute a "prohibited transaction" as such term is defined
in section 406 of ERISA and Section 4975 of the Code;
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f. it is registered as a broker-dealer under the 1934 Act and any
applicable state securities laws, or is not required to be so registered,
including as a result of entering into and performing the services set forth in
this Agreement; and
g. the Services will be performed by qualified personnel in accordance
with the terms of this Agreement and highest industry standards.
19. MODIFICATION.
This Agreement may be modified or amended upon notice to Service Provider
by MBSC and the Funds as MBSC and the Funds deem necessary and such amendment
shall be deemed to be accepted by Service Provider upon the placement of any
order for the purchase of Fund Shares, after the effective date of any such
amendment.
20. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same Agreement.
21. ASSIGNMENT.
A party may not assign any of its rights, powers or duties under this
Agreement without the other parties' prior written consent, except as expressly
permitted under this Agreement. Any purported assignment in violation of this
Agreement shall be void.
22. SURVIVAL
The provisions of Sections 4, 10, 11, 12 and 15 shall survive termination
of this Agreement.
23. COMPLETE AGREEMENT.
This Agreement contains the full and complete understanding of the parties
and supersedes all prior representations, promises, statements, arrangements,
agreements, warranties and understandings between the parties with respect to
the subject matter hereof, whether oral or written, express or implied.
IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized
officer of each party as of the date first written above.
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ONE AMERICA SECURITIES
By:
---------------------------------
Date: 5/1/15
---------------------------------
Title: President
---------------------------------
MBSC SECURITIES CORPORATION
By:
---------------------------------
Date: 5/12/15
---------------------------------
Title: Senior Vice President
---------------------------------
THOSE DREYFUS FUNDS
IDENTIFIED ON SCHEDULE A
By:
---------------------------------
Date: 5/11/15
---------------------------------
Title: President
---------------------------------
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SCHEDULE A
(THOSE FUNDS IDENTIFIED ON SCHEDULE C)
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SCHEDULE B
The Service Provider shall perform the following services:
1. Maintain separate records for each Plan, which records shall reflect
Shares purchased and redeemed, including the date and price for all
transactions, and Share balances.
2. Disburse or credit to the Plans, and maintain records of, all
proceeds of redemptions of shares and all other distributions not
reinvested in Shares.
3. Prepare and transmit to the Plans, periodic account statements
showing the total number of Shares owned by each Plan as of the
statement closing date, purchases and redemptions of Shares by the
Plan during the period covered by the statement, and the dividend
and other distributions paid to the Plan during the statement period
(whether paid in cash or reinvested in Shares).
4. Transmit to the Plans prospectuses, proxy materials, reports, and
other information provided by MBSC or a Fund and required to be sent
to shareholders under the federal securities laws.
5. Transmit to the transfer agent of each Fund purchase orders and
redemption requests placed by the Plans.
6. Transmit to the Funds or any of the agents designated by any of them
such periodic reports as any Fund shall reasonably conclude is
necessary to enable such Fund to comply with state Blue Sky
requirements.
7. Transmit to the Plans confirmations of purchase orders and
redemption requests placed by the Plans.
8. Maintain all account balance information for the Plans and daily and
monthly purchase summaries expressed in Shares and dollar amounts.
9. Settle purchase orders and redemption requests placed by the Service
Provider on behalf of the Plans in accordance with the terms of each
Fund's prospectus.
10. Prepare, file or transmit all federal, state and local government
reports and returns as required by law with respect to each Account
maintained on behalf of a Plan.
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SCHEDULE C
The annual Administrative Fees payable each month with respect to a Fund shall
be an amount equal to the amount set forth below, pro-rated and paid monthly
(the "Total Monthly Fee"). The Service provider shall invoice MBSC for the
amounts set forth below on a monthly basis.
Each Fund's share of the Administrative Fees that are payable to Service
Provider for a given month shall be an amount equal to the number of
Participants, as identified by Service Provider to MBSC in Service Provider's
monthly invoice, underlying the Account maintained in the Fund as of the last
day of the month multiplied by the per account fee charged by the Fund's
transfer agent for shareholder accounts multiplied by one-twelfth (1/12th) (the
"Fund Monthly Fee"), but shall not exceed the Total Monthly Fee.
MBSC's share of the Administrative Fees calculated each month with respect to
each Fund shall be an amount equal to the Total Monthly Fee minus the Fund
Monthly Fee. For administrative convenience, MBSC may pay the Total Monthly Fee
to Service Provider on behalf of itself and each Fund and collect the Fund
Monthly Fee from the applicable Funds.
The Service Provider is solely responsible for the accuracy of its invoice and
the accompanying statement showing the calculation of the fees and the number of
Participant accounts underlying the account maintained in each Fund as of the
last day of the month. The Service Provider shall preserve and maintain all
records related to the calculation of such fees and, upon the request of MBSC,
shall provide copies of such records. MBSC, at its sole discretion, may dispute
the calculation of the fees. The Service Provider represents and warrants that
its calculation of the fees will be accurate and complete. To the extent the
Service Provider overcharges MBSC, the Service Provider agrees to promptly remit
payment to MBSC.
MBSC DEALER CODE 001695
FUND ADMINISTRATIVE AGGREGATE
FUND AND PORTFOLIO NAME CODE TICKER CUSIP FEE FEE*
------------------------------------------------- --------- ---------- ----------- ---------------- -----------
EQUITY
Dreyfus Active MidCap, CI A 0085 DNLDX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Active MidCap, CII 0272 DNLRX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Alternative Diversifier Strategies, CI A 6253 DRNAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Alternative Diversifier Strategies, CI I 6255 DRNIX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Appreciation, lnv ▇▇ ▇▇▇▇ ▇▇▇▇▇ 261970107 0.25% 0.50%
Dreyfus Balanced Opportunity, CI A 6000 DBOAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Balanced Opportunity, CI I 6003 DBORX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Balanced Opportunity, CI J 6005 THPBX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Balanced Opportunity, CI Z 6115 DBOZX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Conservative Allocation 6268 SCALX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Core Equity, CI A 0047 DLTSX 261978217 0.25% 0.50%
14
Dreyfus Core Equity, CI I 0943 DPERX 261978126 0.25% 0.25%
Dreyfus Disciplined Stock 0728 DDSTX 261978340 0.25% 0.35%
Dreyfus Diversified Emerging Markets, CI A 6919 DBEAX ▇▇▇▇▇▇▇▇▇ 0.30% 0.55%
Dreyfus Diversified Emerging Markets, CI I 6914 SBCEX ▇▇▇▇▇▇▇▇▇ 0.30% 0.30%
Dreyfus Diversified International, CI A 6209 DFPAX 261986657 0.25% 0.50%
Dreyfus Diversified International, CI I 6211 DFPIX 261986632 0.25% 0.25%
Dreyfus Dreyfus Fund 0026 DREVX 262003106 0.20% 0.20%
Dreyfus Dynamic Total Return, CI A 6140 AVGAX 007565104 0.25% 0.50%
Dreyfus Dynamic Total Return, CI I 6142 AVGRX 007565302 0.25% 0.25%
Dreyfus Emerging Markets, CI A 0327 DRFMX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Emerging Markets, CI I 0242 DRPEX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Equity Income, CI A 6144 DQIAX 261980650 0.25% 0.50%
Dreyfus Equity Income, CI I 6146 DQIRX 261980635 0.25% 0.25%
Dreyfus Global Emerging Markets, CI A 6243 DGEAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Global Emerging Markets, CI I 6245 DGIEX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Global Equity Income, CI A 6175 DEQAX 261980619 0.25% 0.50%
Dreyfus Global Equity Income, CI I 6177 DQEIX 261980577 0.25% 0.25%
Dreyfus Global Real Estate Securities, CI A 6593 DRLAX 261986616 0.25% 0.50%
Dreyfus Global Real Estate Securities, CI I 6594 DRLIX 261986582 0.25% 0.25%
Dreyfus Global Real Return, CI A 6278 DRRAX 007565278 0.25% 0.50%
Dreyfus Global Real Return, CI I 6280 DRRIX 007565252 0.25% 0.25%
Dreyfus Global Stock, CI A 6159 DGLAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Global Stock, CI I 6161 DGLRX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Greater China, CI A 0130 DPCAX 261986509 0.25% 0.50%
Dreyfus Greater China, CI I 0190 DPCRX 261986806 0.25% 0.25%
Dreyfus Growth & Income 0010 DGRIX 261942106 0.30% 0.30%
Dreyfus Growth Allocation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus International Equity, CI A 0720 DIEAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus International Equity, CI I 0733 DIERX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus International Small Cap, CI A 4006 DYAPX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus International Small Cap, CI I 4008 DYIPX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus International Stock, CI A 6155 DISAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus International Stock, CI I 6157 DISRX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus International Value, CI A 0254 DVLAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus International Value, CI I 0304 DIRVX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Large Cap Equity, CI A 6535 DLQAX 261986566 0.25% 0.50%
Dreyfus Large Cap Equity, CI I 6532 DLQIX 261986541 0.25% 0.25%
Dreyfus Large Cap Growth, CI A 6574 DAPAX 261986525 0.25% 0.50%
Dreyfus Large Cap Growth, CI I 6573 DAPIX 261986491 0.25% 0.25%
Dreyfus Mid-Cap Growth, CI A 0291 FRSDX 262001795 0.25% 0.50%
Dreyfus Mid-Cap Growth, CI F 0372 FRSPX 262001498 0.25% 0.50%
15
Dreyfus Mid-Cap Growth, CI I 0294 FRSRX 262001555 0.25% 0.25%
Dreyfus Moderate Allocation 6269 SMDAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Natural Resources, CI A 6006 DNLAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Natural Resources, CI I 6009 DLDRX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Opportunistic Midcap Value, CI A 0258 DMCVX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Opportunistic Midcap Value, CI I 6230 DVLIX 007565310 0.25% 0.25%
Dreyfus Opportunistic Small Cap Fund 0253 DSCVX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Opportunistic US Stock, CI A 6316 DOSAX 007565179 0.25% 0.50%
Dreyfus Opportunistic US Stock, CI I 6318 DOSIX 007565153 0.25% 0.25%
Dreyfus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Research Growth, CI I 6234 DWOIX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Research Growth, CI Z 0018 DREQX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Research Long/Short Equity, CI A 6116 DLSAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Research Long/Short Equity, CI I 6118 DLSYX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Select Managers Long/Short, CI A 6250 DBNAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Select Managers Long/Short, CI I 6252 DBNIX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Select Managers Small Cap Growth, CI A 6289 DSGAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Select Managers Small Cap Growth, CI I 6291 DSGIX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Select Managers Small Cap Value, CI A 6246 DMVAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Select Managers Small Cap Value, CI I 6248 DMVIX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Small Cap Equity, CI A 0439 DSEAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Small Cap Equity, CI I 0442 DSERX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Strategic Beta Emerg. Markets Eq, CI A 6342 DOFAX ▇▇▇▇▇▇▇▇▇ 0.10% 0.35%
Dreyfus Strategic Beta Emerging Markets Eq, CI I 6344 DOFIX ▇▇▇▇▇▇▇▇▇ 0.10% 0.10%
Dreyfus Strategic Beta Global Equity, CI A 6336 DBGAX ▇▇▇▇▇▇▇▇▇ 0.00% 0.25%
Dreyfus Strategic Beta Global Equity, CI I 6338 DBGIX ▇▇▇▇▇▇▇▇▇ 0.00% 0.00%
Dreyfus Strategic Beta U.S. Equity, CI A 6339 DOUAX ▇▇▇▇▇▇▇▇▇ 0.00% 0.25%
Dreyfus Strategic Beta U.S. Equity, CI I 6341 DOUIX ▇▇▇▇▇▇▇▇▇ 0.00% 0.00%
Dreyfus Strategic Value, CI A 0257 DAGVX ▇▇▇▇▇▇▇▇▇ 0.15% 0.40%
Dreyfus ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.15% 0.15%
Dreyfus Structured Midcap, CI A 0936 DPSAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Structured Midcap, CI I 0939 DPSRX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Tax Managed Growth, CI A 0149 DTMGX 261978381 0.25% 0.50%
Dreyfus Tax Managed Growth, CI I 6109 DPTRX 261949101 0.25% 0.25%
Dreyfus Technology Growth, CI A 0255 DTGRX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Technology Growth, CI I 0262 DGVRX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Third Century, CI A 0207 DTCAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus Third Century, CI I 0210 DRTCX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Third Century, CI Z 0035 DRTHX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus TOBAM Emerging Markets, CI A 6324 DABQX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus TOBAM Emerging Markets, CI I 6326 DABOX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
16
Dreyfus Total Emerging Markets, CI A 6301 DTMAX 007565245 0.25% 0.50%
Dreyfus Total Emerging Markets, CI I 6303 DTEIX 007565229 0.25% 0.25%
Dreyfus U.S. Equity, CI A 6011 DPUAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus U.S. Equity, CI I 6013 DPUIX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
Dreyfus Worldwide Growth, CI A 0070 PGROX 261989107 0.25% 0.50%
Dreyfus Worldwide Growth, CI I 0768 DPWRX 261989404 0.25% 0.25%
Dreyfus/▇▇▇▇▇▇ International Eq, CI A 6916 NIEAX ▇▇▇▇▇▇▇▇▇ 0.30% 0.55%
Dreyfus/▇▇▇▇▇▇ International Eq, CI I ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.30% 0.30%
Dreyfus/TBC Small Cap Growth, CI I 6941 SSETX ▇▇▇▇▇▇▇▇▇ 0.30% 0.30%
Dreyfus/TBC Small Cap Value, CI I 6944 STSVX ▇▇▇▇▇▇▇▇▇ 0.30% 0.30%
Dreyfus/TBC Small/Mid Cap Growth, CI A 6921 DBMAX ▇▇▇▇▇▇▇▇▇ 0.25% 0.50%
Dreyfus/TBC Small/Mid Cap Growth, CI I 6928 SDSCX ▇▇▇▇▇▇▇▇▇ 0.25% 0.25%
FIXED INCOME
Dreyfus AMT-Free Municipal Bond, CI A 0319 DMUAX 261969802 0.20% 0.45%
Dreyfus AMT-Free Municipal Bond, CI I 6015 DMBIX 261969828 0.20% 0.20%
Dreyfus AMT-Free Municipal Bond, CI Z ▇▇▇▇ ▇▇▇▇▇ 261969307 0.20% 0.20%
Dreyfus CA AMT-Free Municipal Bond, CI A 6124 DCAAX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus CA AMT-Free Municipal Bond, CI I 6101 DCMIX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus CA AMT-Free Municipal Bond, CI Z 0928 DRCAX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus CT Municipal Bond, CI A 0064 PSCTX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus CT Municipal Bond, CI I 6120 DTCIX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus CT Municipal Bond, CI Z 6095 DPMZX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus Emerging Markets Debt U.S. Dollar, CI A 4000 DMEAX ▇▇▇▇▇▇▇▇▇ 0.00% 0.25%
Dreyfus Emerging Markets Debt U.S. Dollar, CI I 4002 DMEIX ▇▇▇▇▇▇▇▇▇ 0.00% 0.00%
Dreyfus Emerging Mkts Debt Local Curr, CI A 6081 DDBAX 261980528 0.25% 0.50%
Dreyfus Emerging Mkts Debt Local Curr, CI I 6083 DDBIX 261980494 0.25% 0.25%
Dreyfus Floating Rate Income, CI A 6240 DFLAX 261949762 0.20% 0.45%
Dreyfus Floating Rate Income, CI I 6242 DFLIX 261949747 0.20% 0.20%
Dreyfus Global Dynamic Bond, CI A 6298 DGDAX 007565211 0.20% 0.45%
Dreyfus Global Dynamic Bond, CI I 6300 DGDIX 007565187 0.20% 0.20%
Dreyfus GNMA, Inc., CI A 6100 GPGAX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus GNMA, Inc., CI Z 0265 DRGMX 262005101 0.10% 0.30%
Dreyfus High Yield Municipal Bond, CI A 6165 DHYAX 261969844 0.20% 0.45%
Dreyfus High Yield Municipal Bond, CI I 6092 DYBIX 261969810 0.20% 0.20%
Dreyfus High Yield Municipal Bond, CI Z 6133 DHMBX 261969869 0.20% 0.45%
Dreyfus High Yield, CI A 0029 DPLTX 261980783 0.20% 0.45%
Dreyfus High Yield, CI I 0759 DLHRX 261980759 0.20% 0.20%
Dreyfus Inflation Adjusted Securities, CI I 0589 DIASX 261967830 0.00% 0.00%
Dreyfus Inflation Adjusted Securities, lnv. Sh 0588 DIAVX 261967822 0.00% 0.25%
Dreyfus Intermediate Municipal Bond 0947 DITEX 262010101 0.20% 0.20%
Dreyfus Intermediate Term Income, CI A 0082 DRITX 261967202 0.20% 0.45%
17
Dreyfus Intermediate Term Income, CI I 0074 DITIX 261967301 0.20% 0.20%
Dreyfus International Bond, CI A 6091 DIBAX 261980684 0.20% 0.45%
Dreyfus International Bond, CI I 6094 DIBRX 261980668 0.20% 0.20%
Dreyfus MA Municipal Bond, CI A 0063 PSMAX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus MA Municipal Bond, CI Z 6122 PMAZX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus Municipal Bond 0054 DRTAX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus Municipal Bond Opportunity, CI A 0022 PTEBX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus Municipal Bond Opportunity, CI Z 6121 DMBZX ▇▇▇▇▇▇▇▇▇ 0.10% 0.30%
Dreyfus NJ Municipal Bond, CI A 0750 DRNJX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus NJ Municipal Bond, CI I 6107 DNMIX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus NJ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus NY AMT-Free Municipal Bond, CI A 0021 PSNYX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus NY AMT-Free Municipal Bond, CI I 6108 DNYIX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus NY Tax Exempt Bond 0980 DRNYX 261900104 0.20% 0.20%
Dreyfus Opportunistic Emerg. Mrkts De bt, CI A 6319 DOEAX 261949820 0.25% 0.50%
Dreyfus Opportunistic Emerging Mrkts Debt, CI I 6321 DOEIX 261949796 0.25% 0.25%
Dreyfus Opportunistic Fixed Income, CI A 6148 DSTAX 261949200 0.00% 0.25%
Dreyfus Opportunistic Fixed Income, CI I 6150 DSTRX 261949408 0.00% 0.00%
Dreyfus PA Municipal Bond, CI A 0058 PTPAX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus PA Municipal Bond, CI Z 6193 DPENX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus Short Duration Bond, CI D 6212 DSDDX 261919203 0.00% 0.25%
Dreyfus Short Duration Bond, CI I 6220 DSIDX 261919302 0.00% 0.00%
Dreyfus Short Duration Bond, CI Z 0542 DSIGX 261919104 0.00% 0.00%
Dreyfus Short Term Income, CI D 0083 DSTIX 261967103 0.20% 0.40%
Dreyfus Short-Intermediate Muni Bond, CI A 6219 DMBAX 261918601 0.20% 0.45%
Dreyfus Short-Intermediate Muni Bond, CI D 0591 DSIBX 261918106 0.20% 0.30%
Dreyfus Short-Intermediate Muni Bond, CI I 6119 DIMIX 261918502 0.20% 0.20%
Dreyfus Tax Sensitive Total Return Bond, CI A 6935 DSDAX ▇▇▇▇▇▇▇▇▇ 0.15% 0.40%
Dreyfus Tax Sensitive Total Return Bond, CI I 6933 SDITX ▇▇▇▇▇▇▇▇▇ 0.15% 0.15%
Dreyfus US Treasury Intermediate Term 0072 DRGIX ▇▇▇▇▇▇▇▇▇ 0.00% 0.00%
Dreyfus US Treasury Long Term 0073 DRGBX 261956106 0.00% 0.00%
Dreyfus Yield Enhancement Strategy, CI A 6327 DABMX ▇▇▇▇▇▇▇▇▇ 0.20% 0.45%
Dreyfus Yield Enhancement Strategy, CI I 6329 DABKX ▇▇▇▇▇▇▇▇▇ 0.20% 0.20%
Dreyfus/▇▇▇▇▇▇▇▇ Global Fixed Inc, CI A 6940 DHGAX ▇▇▇▇▇▇▇▇▇ 0.15% 0.40%
Dreyfus/▇▇▇▇▇▇▇▇ Global Fixed Inc, CI I 6934 SDGIX ▇▇▇▇▇▇▇▇▇ 0.15% 0.15%
INDEX
Dreyfus BASIC S&P 500 Stock Index 0713 DSPIX 261978811 0.05% 0.05%
Dreyfus Bond Market Index, BASIC ▇▇ ▇▇▇▇ ▇▇▇▇▇ 261978878 0.00% 0.00%
Dreyfus Bond Market Index, lnv Sh 0310 DBMIX 261978886 0.00% 0.25%
Dreyfus International Stock Index 0079 DIISX ▇▇▇▇▇▇▇▇▇ 0.00% 0.25%
Dreyfus Midcap Index 0113 PESPX 712223106 0.10% 0.35%
18
Dreyfus S&P 500 Index 0078 PEOPX ▇▇▇▇▇▇▇▇▇ 0.10% 0.35%
Dreyfus Smallcap Stock Index 0077 DISSX ▇▇▇▇▇▇▇▇▇ 0.10% 0.35%
--------
* The fees in this column represent the current aggregate fees payable to the
Service Provider pursuant to this Agreement, as well as those payable in
accordance with any Fund's Rule 12b-l plan or Shareholder Services Plan. The
fees in this column are included for administrative convenience only, and are
not legally binding on any party to this Agreement. Fees payable to the Service
Provider outside of the Administrative Fees payable hereunder are subject to
separate agreements, responsibilities and liabilities, which may change in
accordance with the terms of those agreements.
19
EXHIBIT A
OPERATING PROCEDURES
Capitalized terms used in this Exhibit have the meanings given them in the
Agreement to which this Exhibit is attached (the "Agreement").
Service Provider will submit purchase, exchange or redemption orders (an
"Order") for Shares of a Fund to MBSC via NSCC Fund/SERV, Defined Contribution
Clearance & Settlement ("DCC&S") and Networking systems in accordance with their
standard processing procedures and Orders shall be placed and settlement shall
be made at the time and in the manner provided in the rules and procedures
relating to Fund/Serv, DCC&S and Networking.
1. THE ACCOUNTS.
a. Service Provider will open one or more Accounts per Fund. Accounts
will be established as Matrix Level 0.
b. MBSC shall designate each such Account with account numbers. Account
numbers will be the means of identification when the parties are transacting
business in the Account.
2. PURCHASE AND REDEMPTION ORDERS.
a. For each day on which any Participant or Plan Representative places
with Service Provider an Order for Shares of a Fund, Service Provider shall
aggregate all such Orders and communicate to MBSC via NSCC Fund /SERV, DCC&S and
Networking standard processing procedures.
b. The procedures to be followed for purchases, redemptions, and
exchanges shall be as follows: On each Business Day Service Provider may receive
instructions from Participants or Plan Representatives for Orders. Orders
received and accepted by Service Provider as at the Close of Trading on any
given Business Day (the "Trade Date") and transmitted to MBSC or its designee by
8:30 a.m. Eastern Time on the next Business Day shall be executed, on behalf of
each Fund, at the net asset value determined as of the Close of Trading for the
preceding Business Day which is the Trade Date.
c. In no event shall Service Provider accept orders on any Business Day
after the Close of Trading on that Business Day. Orders received in proper form
by Service Provider after the Close of Trading on any Business Day shall be
treated as if received by Service Provider on the next Business Day.
20
3. SETTLEMENT OF TRANSACTIONS.
a. Orders shall be placed and settlement shall be made at the time and
in the manner provided in the rules and procedures relating to Fund/SERV and
Networking. Service Provider will transmit the dollar amount of each purchase
order to the relevant Fund or its agent and in accordance with NSCC standard
processing procedures. However, if one or more Funds has determined to settle
redemption transactions for all of its shareholders on a delayed basis (more
than one Business Day, but in no event more than seven calendar days, after the
date on which the redemption order is received, unless otherwise permitted by an
order of the SEC under Section 22(e) of the 1940 Act, MBSC shall be permitted to
delay sending redemption proceeds to Service Provider by the same number of days
that the Fund is delaying sending redemption proceeds to the other shareholders
of the Fund.
On any Business Day when the Federal Reserve Wire Transfer System is
closed, all communication and processing rules will be suspended for the
settlement of Orders. Orders will be settled on the next Business Day on which
the Federal Reserve Wire Transfer System is open, and the Effective Trade Date
will apply to that settlement.
b. In the event that MBSC cannot verify redemption proceeds due to
system problems or other unforeseen circumstance, MBSC may settle trades and
forward redemption proceeds in accordance with this Agreement based on MBSC
information furnished by Service Provider. If a trade settlement based on
Service Provider information results in an error, MBSC shall notify Service
Provider orally and confirm in writing the name of the Fund, the Account number
and the date and amount of the error. If the error results in an overpayment, it
shall be corrected by debiting the affected Account or by wire. If the error
results in an underpayment, it shall be corrected by either crediting the
affected Account or remitting the credit by check or wire as Service Provider
shall direct.
4. REPORTING.
a. Service Provider will use NSCC profile to access Fund net asset
value, interest rate factor, and distribution information
b. MBSC will use its best efforts to send Service Provider a
confirmation of an Account's purchase or redemption of a Fund's shares on the
second Business Day following the Trade Date for the transaction. Service
Provider must provide notice of any material difference within ten (10) business
days of receiving a statement.
c. If requested by Service Provider, MBSC will use its best efforts to
send Service Provider a statement for each Account showing on a Fund by Fund
basis the quarter end amount and value of Fund shares held and Account activity
over the previous quarter within 15 business days of quarter end. Service
Provider must provide notice of any material difference within ten (10) business
days of receiving a statement.
21
5. NAV ERRORS.
In the event adjustments are required to correct any error in the
computation of the net asset value of Fund Shares (Price Error), MBSC will
promptly notify Service Provider of the Price Error. MBSC may provide notice of
a Price Error via facsimile or via direct or indirect system access and shall
state the incorrect price, the correct price and, to the extent communicated to
the Fund's other shareholders, the reason for the price change. MBSC will also
communicate to Service Provider the amount and nature of any changes to the
Fund's records with respect to an Account made in order to correct a Price
Error. Service Provider shall make corresponding changes to its records with
respect to the Account and underlying Participants. Service Provider also agrees
to take such action as may otherwise be reasonably requested by MBSC to correct
the effect of a Price Error with respect to Participants, including without
limitation, making a good faith effort to collect any excess amount from
Participants.
22