File Nos. 811-3456
2-77207
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 18 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 18 [ X ]
(Check appropriate box or boxes.)
General Government Securities Money Market Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b)
----
X on March 31, 1995 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended January 31, 1995 was filed on March 24, 1995.
General Government Securities Money Market Fund, Inc.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 5
5 Management of the Fund 8
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 24
7 Purchase of Securities Being Offered 9
8 Redemption or Repurchase 17
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-22
13 Investment Objectives and Policies B-2
14 Management of the Fund B-4
15 Control Persons and Principal B-6
Holders of Securities
16 Investment Advisory and Other B-8
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
General Government Securities Money Market Fund, Inc.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-21
18 Capital Stock and Other Securities B-22
19 Purchase, Redemption and Pricing B-10, B-13
of Securities Being Offered
20 Tax Status B-20
21 Underwriters B-8
22 Calculations of Performance Data B-21
23 Financial Statements B-21
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-13
31 Management Services C-13
32 Undertakings C-13
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
GENERAL
GOVERNMENT SECURITIES
MONEY MARKET
FUND, INC.
(G LOGO)
* NO REDEMPTION FEE
PROSPECTUS
MARCH 31, 1995
TABLE OF CONTENTS
PAGE
ANNUAL FUND OPERATING EXPENSES............ 3
CONDENSED FINANCIAL INFORMATION........... 4
YIELD INFORMATION......................... 4
DESCRIPTION OF THE FUND................... 5
MANAGEMENT OF THE FUND.................... 6
HOW TO BUY FUND SHARES.................... 7
SHAREHOLDER SERVICES...................... 10
HOW TO REDEEM FUND SHARES................. 12
SERVICE PLAN AND DISTRIBUTION PLAN........ 15
SHAREHOLDER SERVICES PLANS................ 15
DIVIDENDS, DISTRIBUTIONS AND TAXES........ 16
GENERAL INFORMATION....................... 17
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GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC. (THE "FUND") IS
AN OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY
MARKET MUTUAL FUND. ITS GOAL IS TO PROVIDE YOU WITH AS HIGH A LEVEL OF CURRENT
INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE
OF LIQUIDITY.
YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY IMPOSED BY THE FUND.
THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.
THE FUND'S SHARES MAY BE PURCHASED ONLY BY CLIENTS OF SERVICE AGENTS
AS DESCRIBED HEREIN. BY THIS PROSPECTUS, THE FUND IS OFFERING CLASS A AND
CLASS B SHARES. CLASS A SHARES AND CLASS B SHARES ARE IDENTICAL, EXCEPT AS TO
THE SERVICES OFFERED TO AND THE EXPENSES BORNE BY EACH CLASS. SHARES OF EACH
CLASS BEAR CERTAIN COSTS PURSUANT TO SEPARATE PLANS ADOPTED IN ACCORDANCE
WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED MARCH 31, 1995, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE FUND AT
144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MONEY MARKET MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
CLASS A CLASS B
SHARES SHARES
-------- --------
<S> <C> <C>
Management Fees.................................................. .50% .50%
12b-1 Fees....................................................... .20% .20%
Other Expenses................................................... .13% .31%
Total Fund Operating Expenses.................................... .83% 1.01%
</TABLE>
<TABLE>
EXAMPLE:
You would pay the following expenses on
a $1,000 investment, assuming (1) 5% annual
return and (2) redemption at the end of
each time period:
<S> <C> <C> <C>
1 YEAR $ 8 $ 10
3 YEARS $ 26 $ 32
5 YEARS $ 46 $ 56
10 YEARS $103 $124
</TABLE>
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist you in understanding
the various costs and expenses borne by the Fund, and therefore indirectly by
investors, the payment of which will reduce investors' return on an annual
basis. Other Expenses of Class B are based on amounts for Class A for the
Fund's last fiscal year. The information in the foregoing table does not
reflect any fee waivers or expense reimbursement arrangements that may be in
effect. Certain Service Agents (as defined below) may charge their clients
direct fees for effecting transactions in Fund shares; such fees are not
reflected in the foregoing table. See "Management of the Fund," "How to Buy
Fund Shares," "Service Plan and Distribution Plan" and "Shareholder Services
Plans."
page 3
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes for Class A are included in the Statement of Additional Information,
available upon request. No financial information is available for Class B
shares, which had not been offered as of the date of this Prospectus.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
Yield Information
YEAR ENDED JANUARY 31,
____________________________________________________________________________________________
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
____ ____ ____ ____ ____ ___ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year..... $.9998 $.9999 $1.0000 $1.0001 $1.0000 $1.0000 $.9999 $.9999 $1.0000 $1.0000
___-- ___-- ___--- ___---- ___---- ___--- ------ ------ ------- -------
INVESTMENT OPERATIONS:
Investment income-net..... .0744 .0575 .0580 .0678 .0823 .0718 .0532 .0330 .0266 .0383
Net realized gain (loss)
on investments........ .0001 .0001 .0001 -_ .0001 (.0001) -_ .0001 -_ --
___-- ___-- ___--- ___---- ___---- ___--- ------ ------ ------- -------
TOTAL FROM
INVESTMENT OPERATIONS.... .0745 .0576 .0581 .0678 .0824 .0717 .0532 .0331 .0266 (.0383)
___-- ___-- ___--- ___---- ___---- ___--- ------ ------ ------- -------
DISTRIBUTIONS:
Dividends from investment
income-net........ (.0744) (.0575) (.0580) (.0678) (.0823) (.0718) (.0532) (.0330) (.0266) (.0383)
Dividends from net realized gain on
investments............ -_ -_ -_ (.0001) (.0001) -_ -_ -_ -_ -_
___-- ___-- ___--- ___---- ___---- ___--- ------ ------ ------- -------
TOTAL DISTRIBUTIONS.... (.0744) (.0575) (.0580) (.0679) (.0824) (.0718) (.0532) (.0330) (.0266) (.0383)
___-- ___-- ___--- ___---- ___---- ___--- ------ ------ ------- -------
Net asset value,
end of year...... $.9999 $1.0000 $1.0001 $1.0000 $1.0000 $.9999 $.9999 $1.0000 $1.0000 $1.0000
====== ======= ======= ======= ======= ====== ====== ======= ======= =======
TOTAL INVESTMENT RETURN.. 7.70% 5.91% 5.96% 6.99% 8.56% 7.42% 5.46% 3.36% 2.69% 3.90%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets............. .94% .92% .83% .87% .87% .86% .82% .82% .81% .83%
Ratio of net investment income
to average net assets.. 7.38% 5.61% 5.80% 6.74% 8.23% 7.14% 5.27% 3.28% 2.66% 3.82%
Decrease reflected in above expense
ratios due to expense reimbursement
pursuant to undertakings by
The Dreyfus Corporation -_ -_ -_ -_ -_ -_ -_ -_ -_ -_
Net assets, end of year
(000's Omitted)...... $149,863 $286,778 $292,204 $263,130 $306,610 $408,817 $609,015 $725,419 $536,884 $513,345
</TABLE>
YIELD INFORMATION
From time to time, the Fund advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that these yields will
fluctuate substantially. The yield of the Fund refers to the income generated
by an investment in the Fund over a seven-day period (which period will be
stated in the advertisement). This income is then "annualized." That is, the
amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of
the investment. The effective yield is calculated similarly, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. The Fund's
yield and effective yield may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Fund." Both yield
figures also take into account any applicable class expenses. As a result, at
any
Page 4
given time, the performance of Class B should be expected to be lower
than that of Class A. See "Annual Fund Operating Expenses."
Yield information is useful in reviewing the Fund's performance, but
because yields will fluctuate, under certain conditions such information may
not provide a basis for comparison with domestic bank deposits, other
investments which pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of computing yield.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, N. Palm Beach, Fla.
33408, IBC/Donoghue's Money Fund Report, Morningstar Registration Mark Inc.,
and other industry publications.
DESCRIPTION OF THE FUND
GENERAL _ By this Prospectus, two classes of shares of the Fund are being
offered _ Class A shares and Class B shares (each such class being referred
to as a "Class"). The Classes are identical, except for the services offered
to and expenses borne by each Class pursuant to separate plans adopted by the
Fund's Board of Directors. See "Service Plan and Distribution Plan" and
"Shareholder Services Plans." In addition, Class B shares are charged
directly for sub-accounting services provided by Service Agents at the annual
rate of .05% of the value of the average daily net assets of Class B. The
sub-accounting fee paid by Class B, together with amounts payable pursuant to
the Distribution Plan and Shareholder Services Plan, will cause Class B to
have a higher expense ratio and to pay lower dividends than Class A. You
should consult your Service Agent to determine which Class is offered by the
Service Agent.
INVESTMENT OBJECTIVE _ The Fund's goal is to provide you with as high a
level of current income as is consistent with the preservation of capital and
the maintenance of liquidity. The Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting shares.
There can be no assurance that the Fund's investment objective will be
achieved. Securities in which the Fund invests may not earn as high a level
of current income as long-term or lower quality securities which generally
have less liquidity, greater market risk and more fluctuation in market
value.
MANAGEMENT POLICIES _ To achieve its goal the Fund invests in securities
issued or guaranteed as to principal and interest by the U.S. Government or
its agencies or instrumentalities, and repurchase agreements in respect of
such securities.
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the Investment Company
Act of 1940, certain requirements of which are summarized as follows. In
accordance with Rule 2a-7, the Fund will maintain a dollar-weighted average
portfolio maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in U.S. dollar
denominated securities. For further information regarding the amortized cost
method, see "Determination of Net Asset Value" in the Fund's Statement of
Additional Information. There can be no assurance that the Fund will be able
to maintain a stable net asset value of $1.00 per share.
PORTFOLIO SECURITIES _ Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities which differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities, for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan Banks, by the
right of the issuer to borrow from the U.S. Treasury; others, such as those
issued by the Federal National Mortgage Association, by discretionary
authority of the U.S. Government to purchase certain obligations of the
agency or instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear
Page 5
fixed, floating or variable rates of interest. Interest may fluctuate based
on generally recognized reference rates or the relationship of rates. While
the U.S. Government provides financial support to such U.S.
Government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so, since it is not so obligated by law. The Fund will
invest in such securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.
Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price, usually
not more than one week after its purchase. Certain costs may be incurred by
the Fund in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or
limited.
The Fund may invest up to 10% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided such
investments are consistent with the Fund's investment objective. Such
securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale, and repurchase agreements providing for settlement in more than seven
days after notice. As to these securities, the Fund is subject to a risk that
should be the Fund desire to sell them when a ready buyer is not available at
a price the Fund deems representative of their value, the value of the Fund's
net assets could be adversely affected.
CERTAIN FUNDAMENTAL POLICY _ The Fund may borrow money from banks, but only
for temporary or emergency (not leveraging) purposes, in an amount up to 15%
of the value of the Fund's total assets (including the amount borrowed) based
on the lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
the value of the Fund's total assets, the Fund will not make any additional
investments. This paragraph describes a fundamental policy that cannot be chan
ged without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting shares. See
"Investment Objective and Management Policies _ Investment Restrictions" in
the Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES _ The Fund may (i) pledge,
hypothecate, mortgage or otherwise encumber its assets, but only to security
permitted borrowings; and (ii) invest up to 10% of the value of its net
assets in repurchase agreements providing for settlement in more than seven da
ys after notice and in other illiquid securities. See "Investment Objective
and Management Policies_Investment Restrictions" in the Statement of
Additional Information.
INVESTMENT CONSIDERATIONS _ The Fund attempts to increase yields by trading
to take advantage of short-term market variations. This policy is expected to
result in high portfolio turnover but should not adversely affect the Fund
since the Fund usually does not pay brokerage commissions when it purchases
U.S. Government securities. The value of the portfolio securities held by the
Fund will vary inversely to changes in prevailing interest rates. Thus, if
interest rates have increased from the time a security was purchased, such sec
urity, if sold, might be sold at a price less than its cost. Similarly, if
interest rates have declined from the time a security was purchased, such
security, if sold, might be sold at a price greater than its purchase cost.
In either instance, if the security was purchased at face value and held to
maturity, no gain or loss would be realized.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment adviser.
The Dreyfus Corporation is a wholly-owned subsidiary of Mellon Bank, N.A.,
which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As
of February 28, 1995, The Dreyfus Corporation managed or administered
approximately $72 billion in assets for more than 1.9 million investor
accounts nationwide.
Page 6
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board of Directors in accordance with
Maryland law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$193 billion in assets as of December 31, 1994, including approximately $70
billion in mutual fund assets. As of December 31, 1994, various subsidiaries
of Mellon provided non-investment services, such as custodial or
administration services, for approximately $654 billion in assets, including
approximately $74 billion in mutual fund assets.
For the fiscal year ended January 31, 1995, the Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .50 of 1% of the
value of the Fund's average daily net assets. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily assume certain
expenses of the Fund, which would have the effect of lowering the overall
expense ratio of the Fund and increasing yield to investors at the time such
amounts are waived or assumed, as the case may be. The Fund will not pay The
Dreyfus Corporation at a later time for any amounts it may waive, nor will
the Fund reimburse The Dreyfus Corporation for any amounts it may assume.
Shares of each Class bear certain costs of distributing shares in
accordance with separate plans adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940. See "Annual Fund Operating Expenses" and
"Service Plan and Distribution Plan."
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of FDI Distribution Services,
Inc., a provider of mutual fund administration services, which in turn is a
wholly-owned subsidiary of FDIHoldings, Inc., the parent company of which is
Boston Institutional Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 90 Washington Street, New York, New York 10286, is the
Fund's Custodian. First Interstate Bank of California, 707 Wilshire
Boulevard, Los Angeles, California 90017, is the Fund's sub-custodian.
HOW TO BUY FUND SHARES
Fund shares may be purchased only by clients of certain financial
institutions (which may include banks), securities dealers ("Selected
Dealers"), and other industry professionals such as investment advisers,
accountants and estate planning firms (collectively, "Service Agents") that
have entered into service agreements with the Distributor. Stock certificates
are issued only upon your written request. No certificates are issued for
fractional shares. The Fund reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a
client of a Service Agent which has made an aggregate minimum initial
purchase for its customers of $2,500. Subsequent investments must be at least
$100. The initial investment must be accompanied by the Fund's Account
Application.
page 7
The Fund reserves the right to offer Fund shares without regard
to minimum purchase requirements to employees participating in certain
qualified and non-qualified employee benefit plans or other programs where con
tributions or account information can be transmitted in a manner and form
acceptable to the Fund.
You may purchase Fund shares by check or wire. Checks should be made
payable to "The Dreyfus Family of Funds" or, if for Dreyfus retirement plan
accounts, to "The Dreyfus Trust Company, Custodian." Payments to open new
accounts which are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with your Account
Application indicating which Class of shares if being purchased. For
subsequent investments, your Fund account number should appear on the check
and an investment slip should be enclosed and sent to The Dreyfus Family of
Funds, P.O. Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement
plan accounts, both initial and subsequent investments should be sent to The
Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence, Rhode Island
02940-6427. Neither initial nor subsequent investments should be made by
third party check. Purchase orders may be delivered in person only to the
Dreyfus Financial Center located in the lobby of 200 Park Avenue, New York,
New York. THESE ORDERS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED
ONLY UPON RECEIPT THEREBY. Other purchase procedures may be in effect for
clients of certain Service Agents.
Wire payments may be made either to The Bank of New York or to First
Interstate Bank of California if your bank account is in a commercial bank
that is a member of the Federal Reserve System or any other bank having a
correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA #8900052414/General
Government Securities Money Market Fund, Inc. _ Class A, or DDA
#8900251689/General Government Securities Money Market Fund, Inc._Class B; or
to First Interstate Bank of California, DDA #250939725/General Government
Securities Money Market Fund, Inc. _ Class A, or DDA #250340300/General
Government Securities Money Market Fund, Inc._Class B, for purchase of Fund
shares in your name. The wire must include your Fund account number (for new
accounts, your Taxpayer Identification Number ("TIN") should be included
instead), account registration and dealer number, if applicable. If your
initial purchase of Fund shares is by wire, please call 1-800-645-6561 after
completing your wire payment to obtain your Fund account number. Please
include your Fund account number on the Fund's Account Application and
promptly mail the Account Application to the Fund, as no redemptions will be
permitted until the Account Application is received. You may obtain further
information about remitting funds in this manner from your bank. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. A charge will be imposed if any check used for investment
in your account does not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through compatible
computer facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
Management understands that some Service Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus and, to the extent permitted by applicable regulatory authority,
may charge their clients direct fees for Servicing (as defined under "Service
Plan and Distribution Plan_Service Plan"). These fees would be in addition to
any amounts which might be received under the Fund's Service Plan or
Distribution Plan. Service Agents may receive different levels of
compensation for selling different Classes of shares. Each Service Agent has
agreed to transmit to its clients a schedule of such fees. You should consult
your Service Agent in this regard.
page 8
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such plans or
programs, or (ii) such plan's or program's aggregate investment in the
Dreyfus Family of Funds or certain other products made available by the
Distributor to such plans or programs exceeds one million dollars. All
present holdings of shares of funds in the Dreyfus Family of Funds by such
employee benefit plans or programs will be aggregated to determine the fee
payable with respect to each such purchase of Fund shares. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form and Federal Funds (monies
of member banks within the Federal Reserve System which are held on deposit
at a Federal Reserve Bank) are received by the Transfer Agent in written or
telegraphic form, or by First Interstate Bank of California in telegraphic
form. If you do not remit Federal Funds, your payment must be converted into
Federal Funds. This usually occurs within one business day of receipt of a
bank wire and within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System. Checks drawn on banks which are
not members of the Federal Reserve System may take considerably longer to
convert into Federal Funds. Prior to receipt of Federal Funds, your money
will not be invested.
The Fund's net asset value per share is determined twice each day: as
of 12:00 Noon, New York time/9:00 a.m., California time, and as of the close
of trading on the floor of the New York Stock Exchange (currently 4:00 p.m.,
New York time/1:00 p.m., California time), on each day the New York Stock
Exchange is open for business. Net asset value per share of each Class is
computed by dividing the value of the Fund's net assets represented by such
Class (i.e., the value of its assets less liabilities) by the total number of
shares of such Class outstanding. See "Determination of Net Asset Value" in
the Fund's Statement of Additional Information.
If your payments are received in or converted into Federal Funds by
12:00 Noon, New York time, by the Transfer Agent, or received in Federal
Funds by 12:00 Noon, California time, by First Interstate Bank of California,
on a business day, you will receive the dividend declared that day. If your
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Transfer Agent, or received in Federal Funds after
12:00 Noon, California time, by First Interstate Bank of California, you will
begin to accrue dividends on the following business day.
Qualified institutions may telephone orders for purchase of Fund
shares. A telephone order placed to the Distributor or its designee in New
York will become effective at the price determined at 12:00 Noon, New York
time, and the shares purchased will receive the dividend on Fund shares
declared on that day if such order is placed by 12:00 Noon, New York time,
and Federal Funds are received by the Transfer Agent by 4:00 p.m., New York
time, on that day. A telephone order placed to the Distributor or its
designee in California will become effective at the price determined at 1:00
p.m., California time, and the shares purchased will receive the dividend on
Fund shares declared on that day if such order is placed by 12:00 Noon,
California time, and Federal Funds are received by First Interstate Bank of
California by 4:00 p.m., California time, on that day.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
Page 9
SHAREHOLDER SERVICES
The services and privileges described under this heading may not be
available to clients of certain Service Agents and some Service Agents may
impose certain conditions on their clients which are different from those
described in this Prospectus. You should consult your Service Agent in this
regard. In addition, use of the privileges noted below may require that the
proper forms and information be filed with and processed by the Transfer
Agent.
FUND EXCHANGES _ Clients of certain Service Agents may purchase, in exchange
for shares of the Fund, shares of certain other funds managed or administered
by The Dreyfus Corporation, to the extent such shares are offered for sale in
your state of residence. These funds have different investment objectives
which may be of interest to you. If you desire to use this service, you
should consult your Service Agent or call 1-800-645-6561 to determine if it
is available and whether any conditions are imposed on its use.
To request an exchange, you or your Service Agent acting on your
behalf must give exchange instructions to the Transfer Agent in writing or by
telephone. Before any exchange, you must obtain and should review a copy of
the current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling 1-800-645-6561. Except in the case of
Personal Retirement Plans, the shares being exchanged must have a current
value of at least $500; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at least the
minimum initial investment required for the fund into which the exchange is
being made. The ability to issue exchange instructions by telephone is given
to all Fund shareholders automatically, unless you check the applicable "No"
box on the Account Application, indicating that you specifically refuse this
Privilege. The Telephone Exchange Privilege may be established for an
existing account by written request, signed by all shareholders on the
account, or by a separate signed Shareholder Services Form, also available by
calling 1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling 1-800-221-4060
or, if you are calling from overseas, call 1-401-455-3306. See "How to Redeem
Fund Shares _ Procedures." Upon an exchange into a new account, the
following shareholder services and privileges, as applicable and where
available, will be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Check Redemption Privilege,
Wire Redemption Privilege, Telephone Redemption Privilege and the
dividend/capital gain distribution option (except for Dividend Sweep)
selected by the investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load, (b) acquired
by a previous exchange from shares purchased with a sales load, or (c)
acquired through reinvestment of dividends or distributions paid with respect
to the foregoing categories of shares. To qualify, at the time of your
exchange you must notify the Transfer Agent or your Service Agent must notify
the Distributor. Any such qualification is subject to confirmation of your
holdings through a check of appropriate records. See "Shareholder Services"
in the Statement of Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the Fund
reserves the right, upon not less than 60 days' written notice, to charge
shareholders a nominal fee in accordance with rules promulgated by the
Securities and Exchange Commission. The Fund reserves the right to reject any
exchange request in whole or in part. The availability of Fund Exchanges may
be modified or terminated at any time upon notice to shareholders.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
Page 10
AUTO-EXCHANGE PRIVILEGE _ The Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual basis), in
exchange for shares of the Fund, in shares of other funds in the Dreyfus
Family of Funds of which you are currently an investor. The amount you
designate, which can be expressed either in terms of a specific dollar or
share amount ($100 minimum), will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule you have selected.
Shares will be exchanged at the then-current net asset value; however, a
sales load may be charged with respect to exchanges into funds sold with a
sales load. See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be modified or canceled
by the Fund or the Transfer Agent. You may modify or cancel your exercise of
this Privilege at any time by writing to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671. The Fund may charge a service
fee for the use of this Privilege. No such fee currently is contemplated. The
exchange of shares of one fund for shares of another is treated for Federal
income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize a taxable
gain or loss. For more information concerning this Privilege and the funds in
the Dreyfus Family of Funds eligible to participate in this Privilege, or to
obtain an Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
AUTOMATIC ASSET BUILDER Registration Mark _ AUTOMATIC Asset Builder permits
you to purchase Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund shares are purchased
by transferring funds from the bank account designated by you. At your
option, the bank account designated by you will be debited in the specified
amount, and Fund shares will be purchased, once a month, on either the first
or fifteenth day, or twice a month, on both days. Only an account maintained
at a domestic financial institution which is an Automated Clearing House
member may be so designated. To establish an AUTOMATIC Asset Builder account,
you must file an authorization form with the Transfer Agent. You may obtain
the necessary authorization form from your Service Agent or by calling
1-800-645-6561. You may cancel your participation in this Privilege or change
the amount of purchase at any time by mailing written notification to The
Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671,
or, if for Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427, and the
notification will be effective three business days following receipt. The
Fund may modify or terminate this Privilege at any time or charge a service
fee. No such fee currently is contemplated.
GOVERNMENT DIRECT DEPOSIT PRIVILEGE _ The Government Direct Deposit
Privilege enables you to purchase Fund shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social Security, or
certain veterans', military or other payments from the Federal government,
automatically deposited into your Fund account. You may deposit as much of
such payments as you elect. To enroll in Government Direct Deposit, you must
file with the Transfer Agent a completed Direct Deposit Sign-Up Form for each
type of payment that you desire to include in this Privilege. The appropriate
form may be obtained from your Service Agent or by calling 1-800-645-6561.
Death or legal incapacity will terminate your participation in this
Privilege. You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. Further, the Fund may
terminate your participation upon 30 days' notice to you.
QUARTERLY DISTRIBUTION PLAN _ The Quarterly Distribution Plan permits you to
receive quarterly payments from the Fund consisting of proceeds from the
redemption of shares purchased for your account through the automatic
reinvestment of dividends declared on your account during the preceding
calendar quarter. You may open a Quarterly Distribution Plan by submitting a
request to the Transfer Agent. The Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which certificates have been issued
must be presented before redemption under the Plan.
Page 11
DIVIDEND SWEEP OPTIONS _ Dividend Sweep enables you to invest automatically
dividends or dividends and capital gain distributions, if any, paid by the
Fund in shares of another fund in the Dreyfus Family of Funds of which you
are a shareholder. Shares of the other fund will be purchased at the
then-current net asset value; however, a sales load may be charged with
respect to investments in shares of a fund sold with a sales load. See
"Shareholder Services" in the Statement of Additional Information. Dividend
ACH permits you to transfer electronically on the payment date dividends or
dividends and capital gain distributions, if any, from the Fund to a
designated bank account. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be so designated.
Banks may charge a fee for this service.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these privileges is effective three business days following
receipt. These privileges are available only for existing accounts and may
not be used to open new accounts. Minimum subsequent investments do not apply
for Dividend Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is contemplated. Shares
held under Keogh Plans or IRAs are not eligible for Dividend Sweep.
PAYROLL SAVINGS PLAN _ The Payroll Savings Plan permits you to purchase Fund
shares (minimum of $100 per transaction) automatically on a regular basis.
Depending upon your employer's direct deposit program, you may have part or
all of your paycheck transferred to your existing Dreyfus account
electronically through the Automated Clearing House system at each pay
period. To establish a Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department. Your employer
must complete the reverse side of the form and return it to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. You may
obtain the necessary authorization form by calling 1-800-645-6561. You may
change the amount of purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the Fund, the
Transfer Agent or any other person, to arrange for transactions under the
Payroll Savings Plan. The Fund may modify or terminate this Privilege at any
time or charge a service fee. No such fee currently is contemplated.
AUTOMATIC WITHDRAWAL PLAN _ The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. There is a service charge of 50cents for each withdrawal
check. The Automatic Withdrawal Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
RETIREMENT PLANS _ The Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts,"
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566; for
IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
HOW TO REDEEM FUND SHARES
GENERAL _ You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When
a request is received in proper form, the Fund will redeem the shares at the
next determined net asset value.
The Fund imposes no charges when shares are redeemed. Service Agents
may charge a nominal fee for effecting redemptions of Fund shares. Any
certificates representing Fund shares being redeemed
page 12
must be submitted with the redemption request. The value of the shares
redeemed may be more or less than their original cost, depending upon the
Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK OR THROUGH AUT
OMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO
THE TRANSFER AGENT, YOUR REDEMPTION WILL BE EFFECTIVE AND THE REDEMPTION
PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR
PURCHASE CHECK OR AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT
BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL NOT HONOR REDEMPTION CHECKS
UNDER THE CHECK REDEMPTION PRIVILEGE, AND WILL REJECT REQUESTS TO REDEEM
SHARES BY WIRE OR TELEPHONE, FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER
RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK OR THE AUTOMATIC ASSET
BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES
WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU
OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE
REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS
ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO
EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will not be
redeemed until the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
PROCEDURES _ You may redeem Fund shares by using the regular redemption
procedure through the Transfer Agent, the Check Redemption Privilege, the
Wire Redemption Privilege, the Telephone Redemption Privilege, or, if you are
a client of a Selected Dealer, through the Selected Dealer. If you have given
your Service Agent authority to instruct the Transfer Agent to redeem shares
and to credit the proceeds of such redemptions to a designated account at
your Service Agent, you may redeem shares only in this manner and in
accordance with the regular redemption procedure described below. If you wish
to use the other redemption methods described below, you must arrange with
your Service Agent for delivery of the required application(s) to the
Transfer Agent. Other redemption procedures may be in effect for clients of
certain Service Agents. The Fund makes available to certain large
institutions the ability to issue redemption instructions through compatible
computer facilities.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you, or a
representative of your Service Agent, and reasonably believed by the Transfer
Agent to be genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Fund nor the Transfer
Agent will be liable for following telephone instructions reasonably believed
to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used.
REGULAR REDEMPTION _ Under the regular redemption procedure, you may redeem
shares by written request mailed to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-
Page 13
9671. Redemption requests may be delivered in person only to the Dreyfus
Financial Center located in the lobby of 200 Park Avenue, New York, New York.
THESE REQUESTS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON
RECEIPT THEREBY. Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must be
guaranteed. The Transfer Agent has adopted standards and procedures pursuant
to which signature-guarantees in proper form generally will be accepted from
omestic banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings
associations, as well as from participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents Medallion
Program ("STAMP"), and the Stock Exchanges Medallion Program. If you have
questions with respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE _ You may request on the Account Application,
Shareholder Services Form or by later written request that the Fund provide
Redemption Checks drawn on the Fund's account. Redemption Checks may be made
payable to the order of any person in the amount of $500 or more. Redemption
Checks should not be used to close your account. Redemption Checks are free,
but the Transfer Agent will impose a fee for stopping payment of a Redemption
Check upon your request or if the Transfer Agent cannot honor a Redemption Che
ck due to insufficient funds or other valid reason. You should date your
Redemption Checks with the current date when you write them. Please do not
postdate your Redemption Checks. If you do, the Transfer Agent will honor,
upon presentment, even if presented before the date of the check, all
postdated Redemption Checks which are dated within six months of presentment
for payment, if they are otherwise in good order. Shares for which
certificates have been issued may not be redeemed by Redemption Check. Shares
held under Keogh Plans, IRAs or other retirement plans are not eligible for
this Privilege. This Privilege may be modified or terminated at any time by
the Fund or the Transfer Agent upon notice to shareholders.
WIRE REDEMPTION PRIVILEGE _ You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. You may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed to your
address. Redemption proceeds of less than $1,000 will be paid automatically
by check. Holders of jointly registered Fund or bank accounts may have
redemption proceeds of not more than $250,000 wired within any 30-day period.
You may telephone redemption requests by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. The Fund reserves the right
to refuse any redemption request, including requests made shortly after a chan
ge of address, and may limit the amount involved or the number of such
requests. This Privilege may be modified or terminated at any time by the
Transfer Agent or the Fund. The Fund's Statement of Additional Information
sets forth instructions for transmitting redemption requests by wire. Shares
held under Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE _ You may redeem Fund shares (maximum
$150,000 per day) by telephone if you have checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the
Page 14
amount involved or the number of telephone redemption requests. This
Privilege may be modified or terminated at any time by the Transfer Agent or
the Fund. Shares held under Keogh Plans, IRAs or other retirement plans, and
shares for which certificates have been issued, are not eligible for this
Privilege.
REDEMPTION THROUGH A SELECTED DEALER _ If you are a customer of a Selected
Dealer, you may make redemption requests to your Selected Dealer. If the
Selected Dealer transmits the redemption request so that it is received by
the Transfer Agent by 12:00 Noon, New York time, or by the Los Angeles office
of the Distributor or its designee by 12:00 Noon, California time, on a
business day, the proceeds of the redemption ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
declared on that day. If a redemption request is received by the Transfer
Agent after 12:00 Noon, New York time, or by the Los Angeles office of the
Distributor or its designee after 12:00 Noon, California time, the shares
will receive the dividend declared on that day and the proceeds of redemption
ordinarily will be transmitted in Federal Funds on the next business day. It
is the responsibility of the Selected Dealer to transmit a request so that it
is received in a timely manner. The proceeds of the redemption are credited
to your account with the Selected Dealer.
SERVICE PLAN AND DISTRIBUTION PLAN
SERVICE PLAN (CLASS A ONLY) _ Under the Service Plan, adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940, the Fund directly bears,
with respect to Class A, the costs of preparing, printing and distributing
prospectuses and statements of additional information and of implementing and
operating the Service Plan. In addition, the Fund reimburses (a) the
Distributor for payments made for distributing the Class A shares and
servicing shareholder accounts ("Servicing") and (b) The Dreyfus Corporation,
Dreyfus Service Corporation, a wholly-owned subsidiary of The Dreyfus
Corporation, and any affiliate of either of them (collectively, "Dreyfus")
for payments made for Servicing, at an aggregate annual rate of up to .20 of
1% of the value of the average daily net assets of Class A. Each of the
Distributor and Dreyfus may pay one or more Service Agents a fee in respect
of Class A shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder o
f record. The schedule of such fees and the basis upon which such fees will
be paid shall be determined from time to time by the Fund's Board. If a
holder of Class A shares ceases to be a client of a Service Agent, but
continues to hold Class A shares, Dreyfus will be permitted to act as a
Service Agent in respect of such Fund shareholders and receive payments under
the Service Plan for Servicing. The fees payable for Servicing are payable
without regard to actual expenses incurred.
DISTRIBUTION PLAN (CLASS B ONLY) _ Under the Distribution Plan, adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund
directly bears, with respect to Class B, the costs of preparing, printing and
distributing prospectuses and statements of additional information and of
implementing and operating the Distribution Plan. In addition, the Fund
reimburses the Distributor for payments made to third parties for
distributing (within the meaning of Rule 12b-1) Class B shares at an
aggregate annual rate of up to .20 of 1% of the value of the average daily
net assets of Class B.
SHAREHOLDER SERVICES PLANS
CLASS A _ The Fund has adopted a Shareholder Services Plan with respect to
Class A pursuant to which the Fund reimburses Dreyfus Service Corporation an
amount not to exceed an annual rate of .25 of 1% of the value of the average
daily net assets of Class A for certain allocated expenses of providing
personal services and/or maintaining shareholder accounts. At no time,
however, will the amount paid under this Plan, together with amounts
otherwise paid with respect to Class A under the Fund's Service Plan as a "ser
vice fee" pursuant to Article III, Section 26, of the NASD Rules of Fair
Practice, exceed the maximum amount permitted to be paid under the NASD Rules
as a service fee. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
Page 15
inquiries regarding the Fund and providing reports and other information,
and services related to the maintenance of shareholder accounts.
CLASS B _ The Fund has adopted a Shareholder Services Plan with respect to
Class B pursuant to which the Fund pays the Distributor for the provision of
certain services to the holders of Class B shares a fee at the annual rate of
.25 of 1% of the value of the average daily net assets of Class B. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the maintenan
ce of such shareholder accounts. Under the Shareholder Services Plan, the
Distributor may make payments to Service Agents in respect of these services.
The Distributor determines the amounts to be paid to Service Agents. Each
Service Agent is required to disclose to its clients any compensation payable
to it by the Fund pursuant to the Shareholder Services Plan and any other
compensation payable by their clients in connection with the investment of
their assets in Fund shares.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from its net investment income
on each day the New York Stock Exchange is open for business. The Fund's
earnings for Saturdays, Sundays and holidays are declared as dividends on the
preceding business day. Dividends usually are paid on the last calendar day
of each month and automatically are reinvested in additional Fund shares at
net asset value or, at your option, paid in cash. If you redeem all shares in
your account at any time during the month, all dividends to which you are
entitled will be paid to you along with the proceeds of the redemption.
Distributions from net realized securities gains, if any, generally are
declared and paid once a year, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), in all events in a manner
consistent with the provisions of the Investment Company Act of 1940. The
Fund will not make distributions from net realized securities gains unless
capital loss carryovers, if any, have been utilized or have expired. You may
choose whether to receive distributions in cash or to reinvest in additional
Fund shares at net asset value. All expenses are accrued daily and deducted
before declaration of dividends to investors. Dividends paid by each Class
will be calculated at the same time and in the same manner and will be of the
same amount, except that the expenses attributable solely to a Class will be
borne exclusively by such Class. Class B shares will receive lower per share
dividends than Class A shares because of the higher expenses borne by Class
B. See "Annual Fund Operating Expenses."
Dividends derived from interest, together with distributions from any
net realized short-term securities gains and all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds,
paid by the Fund are subject to Federal income tax as ordinary income,
whether received in cash or reinvested in additional Fund shares.
Distributions from net realized long-term securities gains of the Fund, if
any, will be taxable as long-term capital gains for Federal income tax purpose
s if you are a citizen or resident of the United States. The Code provides
that the net capital gains of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%. Dividends and distributions
may be subject to state and local taxes.
Dividends and distributions attributable to interest from direct
obligations of the United States and paid by the Fund to individuals
currently are not subject to tax in most states. Dividends and distributions
attributable to interest from other securities in which the Fund may invest
may be subject to state tax. The Fund intends to provide shareholders with a
statement which sets forth the percentage of dividends and distributions paid
by the Fund that is attributable to interest income from direct obligations
of the United States.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of cer-
Page 16
tain market discount bonds, paid by the Fund to a foreign investor generally
are subject to U.S. nonresident withholding taxes at the rate of 30%, unless
the foreign investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities gains paid by
the Fund to a foreign investor generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be subject to
backup withholding, as described below, unless the foreign investor certifies
his non-U.S. residency status.
Notice as to the tax status of your dividends and distributions will
be mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions from
securities gains, if any, paid during the year. No dividends will qualify for
the dividend received deduction allowable to certain U.S. corporations.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended January 31, 1995 as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund is
subject to a non-deductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
You should consult your tax adviser regarding specific questions as
to Federal, state and local taxes.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on April 8, 1982, and
commenced operations on February 7, 1983. The Fund is authorized to issue 15
billion shares of Class A Common Stock and one billion shares of Class B
Common Stock, par value $.01 per share. The Fund's shares are classified into
two classes_Class A and Class B. Each share has one vote and shareholders
will vote in the aggregate and not by Class except as otherwise required by
law.
Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special meeting
of shareholders for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's outstanding
voting shares. In addition, the Board of Directors will call a special
meeting of shareholders for the purpose of electing Directors if, at any
time, less than a majority of the Directors then holding office have been
elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends
confirmations and statements of account.
Page 17
Shareholder inquiries may be made to your Service Agent or by writing
to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144,
or by calling toll free 1-800-242-8671. In New York City, call
1-718-895-1396; on Long Island, call 794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 18
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
CLASS A AND CLASS B
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MARCH 31, 1995
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
General Government Securities Money Market Fund, Inc. (the "Fund"), dated
March 31, 1995, as it may be revised from time to time. To obtain a copy of
the Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following numbers:
Call Toll Free 1-800-242-8671
In New York City--Call 1-718-895-1396
On Long Island--Call 794-5452
The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . .B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . .B-4
Management Agreement. . . . . . . . . . . . . . . . . . . . .B-7
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . .B-9
Service Plan and Distribution Plan. . . . . . . . . . . . . .B-10
Shareholder Services Plans. . . . . . . . . . . . . . . . . .B-11
Redemption of Fund Shares . . . . . . . . . . . . . . . . . .B-12
Shareholder Services. . . . . . . . . . . . . . . . . . . . .B-14
Determination of Net Asset Value. . . . . . . . . . . . . . .B-17
Dividends, Distributions and Taxes. . . . . . . . . . . . . .B-18
Yield Information . . . . . . . . . . . . . . . . . . . . . .B-19
Portfolio Transactions. . . . . . . . . . . . . . . . . . . .B-19
Information About the Fund. . . . . . . . . . . . . . . . . .B-20
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . .B-20
Financial Statements. . . . . . . . . . . . . . . . . . . . .B-21
Report of Independent Auditors. . . . . . . . . . . . . . . .B-28
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Description of the
Fund."
Portfolio Securities
Repurchase Agreements. The Fund's custodian or sub-custodian will have
custody of, and will hold in a segregated account, securities acquired by
the Fund under a repurchase agreement. Repurchase agreements are considered
by the staff of the Securities and Exchange Commission to be loans by the
Fund. In an attempt to reduce the risk of incurring a loss on a repurchase
agreement, the Fund will enter into repurchase agreements only with domestic
banks with total assets in excess of one billion dollars, or primary
government securities dealers reporting to the Federal Reserve Bank of New
York, with respect to securities of the type in which the Fund may invest,
and will require that additional securities be deposited with it if the
value of the securities purchased should decrease below the resale price.
The Manager will monitor on an ongoing basis the value of the collateral to
assure that it always equals or exceeds the repurchase price. The Fund will
consider on an ongoing basis the creditworthiness of the institutions with
which it enters into repurchase agreements.
Illiquid Securities. If a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the Securities Act
of 1933, as amended, for certain restricted securities held by the Fund, the
Fund intends to treat such securities as liquid securities in accordance
with procedures approved by the Fund's Board of Directors. Because it is
not possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Fund's Board of Directors
has directed the Manager to monitor carefully the Fund's investments in such
securities with particular regard to trading activity, availability of
reliable price information and other relevant information. To the extent
that, for a period of time, qualified institutional buyers cease purchasing
restricted securities pursuant to Rule 144A, the Fund's investing in such
securities may have the effect of increasing the level of illiquidity in the
Fund's portfolio during such period.
Investment Restrictions. The Fund has adopted investment restrictions
numbered 1 through 10 as fundamental policies. These restrictions cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940 (the "Act")) of the Fund's outstanding voting
shares. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by vote of a majority of the Fund's Directors at
any time. The Fund may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds,
municipal bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the value of the Fund's
total assets, the Fund will not make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others (except through the purchase of debt
obligations referred to under "Description of the Fund" in the Prospectus).
8. Invest in companies for the purpose of exercising control.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
10. Invest more than 25% of its assets in the securities of issuers in
any industry, provided that there shall be no limitation on investments in
obligations issued or guaranteed as to principal and interest by the U.S.
Government.
11. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values
or assets will not constitute a violation of such restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. Each Director who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Directors of the Fund
CLIFFORD L. ALEXANDER, JR., Director. President of Alexander & Associates,
Inc., a management consulting firm. From 1977 to 1981, Mr. Alexander
served as Secretary of the Army and Chairman of the Board of the Panama
Canal Company, and from 1975 to 1977, he was a member of the
Washington, D.C. law firm of Verner, Liipfert, Bernhard, McPherson and
Alexander. He is a director of American Home Products Corporation, The
Dun & Bradstreet Corporation, Equitable Resources, Inc., a producer and
distributor of natural gas and crude petroleum, MCI Communications
Corporation and Mutual of America Life Insurance Company. Mr.
Alexander is also a Board member of 17 other funds in the Dreyfus
Family of Funds. Mr. Alexander is 61 years old and his address is 400
C Street, N.E., Washington, D.C. 20002.
PEGGY C. DAVIS, Director. Shad Professor of Law, New York University School
of Law. Professor Davis has been a member of the New York University
law faculty since 1983. Prior to that time, she served for three years
as a judge in the courts of New York State; was engaged for eight years
in the practice of law, working in both corporate and non-profit
sectors; and served for two years as a criminal justice administrator
in the government of the City of New York. She writes and teaches in
the fields of evidence, constitutional theory, family law, social
sciences and the law, legal process and professional methodology and
training. Professor Davis is also a Board member of 15 other funds in
the Dreyfus Family of Funds. Professor Davis is 51 years old and her
address is c/o New York University School of Law, 249 Sullivan Street,
New York, New York 10012.
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Mr.
DiMartino has served as Chairman of the Board for various funds in the
Dreyfus Family of Funds. For more than five years prior thereto, he
was President, a director and, until August 1994, Chief Operating
Officer of the Manager and Executive Vice President and a director of
Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager
and, until August 24, 1994, the Fund's distributor. From August 1994
to December 31, 1994, he was a director of Mellon Bank Corporation.
Mr. DiMartino is a director and former Treasurer of The Muscular
Dystrophy Association; a trustee of Bucknell University; and a director
of Noel Group, Inc. Mr. DiMartino is also a Board member of 69 other
funds in the Dreyfus Family of Funds. Mr. DiMartino is 51 years old
and his address is 200 Park Avenue, New York, New York 10166.
ERNEST KAFKA, Director. A physician engaged in private practice
specializing in the psychoanalysis of adults and adolescents. Since
1981, he has served as an Instructor at the New York Psychoanalytic
Institute and, prior thereto, held other teaching positions. For more
than the past five years, Dr. Kafka has held numerous administrative
positions and has published many articles on subjects in the field of
psychoanalysis. Dr. Kafka is also a Board member of 15 other funds in
the Dreyfus Family of Funds. Dr. Kafka is 62 years old and his address
is 23 East 92nd Street, New York, New York 10128.
SAUL B. KLAMAN, Director. Chairman and Chief Executive Officer of SBK
Associates, which provides research and consulting services to
financial institutions. Dr. Klaman was President of the National
Association of Mutual Savings Banks until November 1983, President of
the National Council of Savings Institutions until June 1985, Vice
Chairman of Golembe Associates Inc. until 1989 and Vice Chairman and
Chairman Emeritus of BEI Golembe, Inc. until November 1992. He also
served as an Economist at the Board of Governors of the Federal Reserve
System and on several Presidential Commissions, and has held numerous
consulting and advisory positions in the fields of economics and
housing finance. Dr. Klaman is also a Board member of 15 other funds
in the Dreyfus Family of Funds. Dr. Klaman is 75 years old and his
address is 431-B Dedham Street, The Gables, Newton Center,
Massachusetts 02159.
NATHAN LEVENTHAL, Director. President of Lincoln Center for the Performing
Arts, Inc. Mr. Leventhal was Deputy Mayor for Operations of New York
City from September 1979 to March 1984 and Commissioner of the
Department of Housing Preservation and Development of New York City
from February 1978 to September 1979. Mr. Leventhal was an associate
and then a member of the New York law firm of Poletti Freidin Prashker
Feldman and Gartner from 1974 to 1978. He was Commissioner of Rent and
Housing Maintenance for New York City from 1972 to 1973. Mr. Leventhal
is also a Board member of 15 other funds in the Dreyfus Family of
Funds. Mr. Leventhal is 51 years old and his address is 70 Lincoln
Center Plaza, New York, New York 10023-6583.
For so long as the Fund's plans described in the sections captioned
"Service Plan and Distribution Plan" and "Shareholder Services Plans" remain
in effect, the Directors of the Fund who are not "interested persons" of the
Fund, as defined in the Act, will be selected and nominated by the Directors
who are not "interested persons" of the Fund.
The Fund typically pays its Directors an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. The aggregate amount
of compensation paid to each Director by the Fund for the fiscal year ended
January 31, 1995, and by all other funds in the Dreyfus Family of Funds for
which such person is a Board member for the year ended December 31, 1994,
were as follows:
<TABLE>
(3) (4) (5)
(2) Pension or Retirement Estimated Annual Total Compensation
(1) Aggregate Benefits Accrued as Benefits From Fund and
Name of Board Compensation from Part of Upon Fund Complex Paid
Member Fund* Fund's Expenses Retirement to Board Member
------------- ------------------ ---------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Clifford L. Alexander $4,500 None None $ 73,210
Peggy C. Davis $4,500 None None $ 61,757
Joseph S. DiMartino** $5,625 None None $445,000
Ernest Kafka $4,500 None None $ 61,001
Saul B. Klaman $4,500 None None $ 61,751
Nathan Leventhal $4,500 None None $ 61,751
___________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $216 for all Directors as a group.
** Estimated amounts for the current fiscal year ending, January 31, 1996.
</TABLE>
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer of the Distributor and an officer of other investment companies
advised or administered by the Manager. From December 1991 to
July 1994, she was President and Chief Compliance Officer of Funds
Distributor, Inc., a wholly-owned subsidiary of The Boston Company,
Inc. Prior to December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The Boston Company
Advisors, Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray, and prior to August 1990, he was employed as
an Associate at Sidley & Austin. He is 30 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate General
Counsel of the Distributor and an officer of other investment companies
advised or administered by the Manager. From September 1992 to
August 1994, he was an attorney with the Board of Governors of the
Federal Reserve System. He is 30 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. From 1988 to
August 1994, he was Manager of the High Performance Fabric Division of
Springs Industries Inc. He is 33 years old.
JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice President, Treasurer
and Chief Financial Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 59 years old.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the Distributor and
an officer of other investment companies advised or administered by the
Manager. From 1984 to July 1994, he was Assistant Vice President in
the Mutual Fund Accounting Department of the Manager. He is 59 years
old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From January 1992 to July 1994, he was a
Senior Legal Product Manager and, from January 1990 to January 1992, a
mutual fund accountant, for The Boston Company Advisors, Inc. He is 28
years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the
Distributor of an officer of other investment companies advised or
administered by the Manager. From March 1992 to July 1994, she was a
Compliance Officer for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts and, prior thereto, was
employed as a Research Assistant for the Bureau of National Affairs.
She is 50 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's Common Stock outstanding on March 15, 1995.
MANAGEMENT AGREEMENT
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Management of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994 with the Fund, which is
subject to annual approval by (i) the Fund's Board of Directors or (ii) vote
of a majority (as defined in the Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance also is approved
by a majority of the Directors who are not "interested persons" (as defined
in the Act) of the Fund or the Manager, by vote cast in person at a meeting
called for the purpose of voting on such approval. The Agreement was
approved by shareholders on August 3, 1994. The Board of Directors,
including a majority of the Directors who are not "interested persons" of
any party to the Agreement, last voted to renew the Agreement at a meeting
held on September 28, 1994. The Agreement is terminable without penalty, on
not more than 60 days' notice, by the Fund's Board of Directors or by vote
of the holders of a majority of the Fund's shares, or, upon not less than 90
days' notice, by the Manager. The Agreement will terminate automatically in
the event of its assignment (as defined in the Act).
The following persons are officers and/or directors of the Manager:
Howard Stein, Chairman of the Board and Chief Executive Officer; W. Keith
Smith, Vice Chairman of the Board; Robert E. Riley, President, Chief
Operating Officer and a director; Lawrence S. Kash, Vice Chairman--
Distribution and a director; Philip L. Toia, Vice Chairman--Operations and
Administration; Paul H. Snyder, Vice President--Finance and Chief Financial
Officer; Daniel C. Maclean, Vice President and General Counsel; Barbara E.
Casey, Vice President--Retirement Services; Diane M. Coffey, Vice President-
-Corporate Communications; Elie M. Genadry, Vice President--Institutional
Sales; Henry D. Gottmann, Vice President--Retail; Mark N. Jacobs, Vice
President--Legal and Secretary; Jeffrey N. Nachman, Vice President--Mutual
Fund Accounting; Katherine C. Wickham, Vice President--Human Resources;
William F. Glavin, Jr., Vice President--Product Management; Andrew S.
Wasser, Vice President--Information Services; Maurice Bendrihem, Controller;
and Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Julian M.
Smerling, Lawrence M. Greene and David B. Truman, directors.
The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board of Directors. The Manager is responsible for investment decisions and
provides the Fund with portfolio managers who are authorized by the Board of
Directors to execute purchases and sales of securities. The Fund's
portfolio managers are Robert P. Fort, Jr. and Patricia A. Larkin. The
Manager also maintains a research department with a professional staff of
portfolio managers and securities analysts who provide research services for
the Fund as well as for other funds advised by the Manager. All purchases
and sales are reported for the Board's review at the meeting subsequent to
such transactions.
All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by the Manager. The
expenses borne by the Fund include: taxes, interest, brokerage fees and
commissions, if any, fees of Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
the Manager, Securities and Exchange Commission fees, state Blue Sky
qualification fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, outside auditing and legal
expenses, costs of maintaining corporate existence, investor services
(including, without limitations, telephone and personnel expenses), cost of
shareholder reports and corporate meetings, costs of preparing, printing and
distributing prospectuses and statements of additional information, and any
extraordinary expenses. The Fund bears certain expenses in accordance with
separate written plans and also bears certain costs associated with
implementing and operating such plans. See "Service Plan and Distribution
Plan."
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager also may make such advertising and
promotional expenditures using its own resources as it from time to time
deems appropriate.
Under the Agreement, the Fund pays the Manager a monthly management fee
at the annual rate of .50 of 1% of the value of the Fund's average daily net
assets. The management fees for the fiscal years ended January 31, 1993,
1994 and 1995 amounted to $3,680,977, $3,167,232 and $2,624,643,
respectively.
The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund, exclusive of taxes, brokerage, interest and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses, but including the management fee, exceed 1 1/2% of the
average value of the Fund's net assets for that fiscal year, the Fund may
deduct from the payment to be made to the Manager under the Agreement, or
the Manager will bear, such excess expense. Such deduction or payment, if
any, will be estimated daily and reconciled and effected or paid, as the
case may be, on a monthly basis. No such deduction or payment was required
for the fiscal year ended January 31, 1995.
The aggregate of the fees paid to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
PURCHASE OF FUND SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the Dreyfus Family of Funds and
for certain other investment companies.
Using Federal Funds. The Shareholder Services Group, Inc., the Fund's
transfer and dividend disbursing agent (the "Transfer Agent"), or the Fund
may attempt to notify the investor upon receipt of checks drawn on banks
that are not members of the Federal Reserve System as to the possible delay
in conversion into Federal Funds and may attempt to arrange for a better
means of transmitting the money. If the investor is a customer of a
securities dealer ("Selected Dealer") and his order to purchase Fund shares
is paid for other than in Federal Funds, the Selected Dealer, acting on
behalf of its customer, will complete the conversion into, or itself
advance, Federal Funds generally on the business day following receipt of
the customer order. The order is effective only when so converted and
received by the Transfer Agent. An order for the purchase of Fund shares
placed by an investor with sufficient Federal Funds or a cash balance in his
brokerage account with a Selected Dealer will become effective on the day
that the order, including Federal Funds, is received by the Transfer Agent.
Reopening an Account. An investor may reopen an account with a minimum
investment of $100 without filing a new Account Application during the
calendar year the account is closed or during the following calendar year,
provided the information on the old Account Application is still applicable.
SERVICE PLAN AND DISTRIBUTION PLAN
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Service Plan and
Distribution Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the Act provides, among other things, that an investment
company may bear expenses of distributing its shares only pursuant to a plan
adopted in accordance with the Rule. The Fund's Board of Directors has
adopted such a plan with respect to Class A and Class B (each, a "Plan").
Under each Plan, the Fund bears directly the costs of preparing, printing
and distributing prospectuses and statements of additional information and
of implementing and operating the Plan. Under the Plan adopted with respect
to Class A (the "Service Plan"), the Fund reimburses (a) the Distributor for
payments made for distributing the Class A shares and servicing shareholder
accounts ("Servicing") and (b) the Manager, Dreyfus Service Corporation and
any affiliate of either of them (collectively, "Dreyfus") for payments made
for Servicing. Each of the Distributor and Dreyfus may pay one or more
financial institutions, Selected Dealers or other industry professionals
(collectively, "Service Agents") a fee in respect of Class A shares owned by
shareholders with whom the Service Agent has a Servicing relationship or for
whom the Service Agent is the dealer or holder of record. Under the Plan
adopted with respect to Class B (the "Distribution Plan"), the Fund
reimburses the Distributor for payments made to third parties for
distributing (within the meaning of the Rule) Class B shares. The Fund's
Board of Directors believes that there is a reasonable likelihood that each
Plan will benefit the Fund and holders of the relevant Class of shares. In
some states, certain financial institutions effecting transactions in Fund
shares may be required to register as dealers pursuant to state law.
A quarterly report of the amounts expended under each Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, each Plan provides that it may not
be amended to increase materially the costs which the Fund may bear for
distribution pursuant to the Plan without shareholder approval of the
affected class and that other material amendments of the Plan must be
approved by the Board of Directors, and by the Directors who are not
"interested persons" (as defined in the Act) of the Fund or the Manager and
have no direct or indirect financial interest in the operation of the Plan
or in any related agreements entered into in connection with such Plan, by
vote cast in person at a meeting called for the purpose of considering such
amendments. Each Plan is subject to annual approval by such vote of the
Directors cast in person at a meeting called for the purpose of voting on
the Plan. The Service Plan and Distribution Plan were so approved at
meetings held on September 28, 1994, and January 11, 1995, respectively.
Each Plan is terminable at any time by vote of a majority of the Directors
who are not "interested persons" and have no direct or indirect financial
interest in the operation of the Plan or in any of the related agreements or
by vote of a majority of the relevant Class of shares.
For the period from February 1, 1994 through August 23, 1994, Dreyfus
Service Corporation (the Fund's distributor during such period) paid
$1,184,077 to Service Agents, of which amount the Fund reimbursed Dreyfus
Service Corporation, as distributor $589,513 pursuant to the Service Plan
and the Manager reimbursed the remainder. For the period from August 24,
1994 through January 31, 1995, the Distributor and Dreyfus paid $763,843 to
Service Agents for servicing, of which $460,344 was reimbursed by the Fund
pursuant to the Service Plan and the Manager reimbursed the remainder. In
addition, for the fiscal year ended January 31, 1995, the Fund paid $9,267
for preparing, printing and distributing prospectuses and statements of
additional information and for implementing and operating the Service Plan.
The Distribution Plan had not been implemented as of such date.
SHAREHOLDER SERVICES PLANS
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Shareholder Services
Plans."
The Fund has adopted a Shareholder Services Plan with respect to Class
A pursuant to which the Fund reimburses Dreyfus Service Corporation for
certain allocated expenses of providing personal services and/or maintaining
shareholder accounts. The Fund also has adopted a Shareholder Services Plan
with respect to Class B pursuant to which the Fund pays the Distributor for
the provision of certain services to the holders of Class B shares. Under
each Plan, the services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to
the maintenance of shareholder accounts. Under the Shareholder Services
Plan for Class B, the Distributor may make payments to Service Agents in
respect of these services.
A quarterly report of the amounts expended under each Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Directors for their review. In addition, each
Shareholder Services Plan provides that material amendments of the
Shareholder Services Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in the operation
of the Shareholder Services Plan by vote cast in person at a meeting called
for the purpose of considering such amendments. Each Shareholder Services
Plan is subject to annual approval by such vote of the Directors cast in
person at a meeting called for the purpose of voting on the Shareholder
Services Plan. Each Shareholder Services Plan is terminable at any time by
vote of a majority of the directors who are not "interested persons" and
have no direct or indirect financial interest in the operation of the
Shareholder Services Plan.
During the fiscal year ended January 31, 1995, $181,926 was charged to
the Fund pursuant to the Shareholder Services Plan with respect to Class A.
The Shareholder Services Plan with respect to Class B had not been
implemented as of such date.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Redeem Fund
Shares."
Check Redemption Privilege. An investor may indicate on the Account
Application or by later written request that the Fund provide Redemption
Checks ("Checks") drawn on the Fund's account. Checks will be sent only to
the registered owner(s) of the account and only to the address of record.
The Account Application or later written request must be manually signed by
the registered owner(s). Checks may be made payable to the order of any
person in an amount of $500 or more. When a Check is presented to the
Transfer Agent for payment, the Transfer Agent, as the investor's agent,
will cause the Fund to redeem a sufficient number of shares in the
investor's account to cover the amount of the Check. Dividends are earned
until the Check clears. After clearance, a copy of the Check will be
returned to the investor. Investors generally will be subject to the same
rules and regulations that apply to checking accounts, although election of
this Privilege creates only a shareholder-transfer agent relationship with
the Transfer Agent.
If the amount of the Check is greater than the value of the shares in
an investor's account, the Check will be returned marked insufficient funds.
Checks should not be used to close an account.
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor or a representative of the investor's Service Agent, and reasonably
believed by the Transfer Agent to be genuine. The Transfer Agent's records
of such instructions are binding. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this Privilege on the same business
day if the Transfer Agent receives the redemption request in proper form
prior to 12:00 Noon, New York time, on such day; otherwise, the Fund will
initiate payment on the next business day. Redemption proceeds will be
transferred by Federal Reserve wire only to the commercial bank account
specified by the investor on the Account Application or Shareholder Services
Form. Redemption proceeds, if wired, must be in the amount of $1,000 or
more and will be wired to the investor's account at the bank of record
designated in the investor's file at the Transfer Agent, if the investor's
bank is a member of the Federal Reserve System, or to a correspondent bank
if the investor's bank is not a member. Fees ordinarily are imposed by such
bank and usually are borne by the investor. Immediate notification by the
correspondent bank to the investor's bank is necessary to avoid a delay in
crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
---------------- ----------------
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that the
above transmittal code must be used and should also inform the operator of
the Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges Medallion Program.
Guarantees must be signed by an authorized signatory of the guarantor and
"Signature-Guaranteed" must appear with the signature. The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification. For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Directors reserves the right to make payments in whole
or in part in securities or other assets of the Fund in case of an emergency
or any time a cash distribution would impair the liquidity of the Fund to
the detriment of the existing shareholders. In such event, the securities
would be valued in the same manner as the Fund's portfolio is valued. If
the recipient sold such securities, brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (b)
when trading in the markets the Fund ordinarily utilizes is restricted, or
when an emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or determination of
its net asset value is not reasonably practicable, or (c) for such other
periods as the Securities and Exchange Commission by order may permit to
protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Shareholder Services."
Fund Exchanges. Shares of other funds purchased by exchange will be
purchased on the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a sales
load will be made without a sales load.
B. Shares of funds purchased without a sales load may be exchanged
for Shares of other funds sold with a sales load, and the
applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a
sales load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a sales
load, and additional shares acquired through reinvestment of
dividends or distributions of any such funds (collectively
referred to herein as "Purchased Shares") may be exchanged for
shares of other funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales load applicable
to the Offered Shares exceeds the maximum sales load that could
have been imposed in connection with the Purchased Shares (at the
time the Purchased Shares were acquired), without giving effect to
any reduced loads, the difference will be deducted.
To accomplish an exchange under item D above, shareholders must notify
the Transfer Agent of their prior ownership of fund shares and their account
numbers.
To request an exchange, an investor, or the investor's Service Agent
acting on the investor's behalf, must give exchange instructions to the
Transfer Agent in writing or by telephone. The ability to issue exchange
instructions by telephone is given to all Fund shareholders automatically,
unless the investor checks the applicable "No" box on the Account
Application, indicating that the investor specifically refuses this
Privilege. By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on telephonic instructions from any
person representing himself or herself to be the investor or a
representative of the investor's Service Agent, and reasonably believed by
the Transfer Agent to be genuine. Telephone exchanges may be subject to the
limitations as to the amount involved or the number of telephone exchanges
permitted. Shares issued in certificate form are not eligible for telephone
exchange.
To establish a Personal Retirement Plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made. For
Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") with only one participant, the minimum
initial investment is $750. To exchange shares held in Corporate Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500 invested among
the funds in the Dreyfus Family of Funds. To exchange shares held in
Personal Retirement Plans, the shares exchanged must have a current value of
at least $100.
Auto-Exchange Privilege. The Auto-Exchange Privilege permits an
investor to purchase, in exchange for shares of the Fund, shares of another
fund in the Dreyfus Family of Funds. This Privilege is available only for
existing accounts. Shares will be exchanged on the basis of relative net
asset value as described above under "Fund Exchanges." Enrollment in or
modification or cancellation of this Privilege is effective three business
days following notification by the investor. An investor will be notified
if his account falls below the amount designated to be exchanged under this
Privilege. In this case, an investor's account will fall to zero unless
additional investments are made in excess of the designated amount prior to
the next Auto-Exchange transaction. Shares held under IRA and other
retirement plans are eligible for this Privilege. Exchanges of IRA shares
may be made between IRA accounts and from regular accounts to IRA accounts,
but not from IRA accounts to regular accounts. With respect to all other
retirement accounts, exchanges may be made only among those accounts.
Fund Exchanges and the Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being
acquired legally may be sold. Shares may be exchanged only between accounts
having identical names and other identifying designations.
Shareholder Services Forms and prospectuses of other funds may be
obtained by calling 1-800-645-6561. The Fund reserves the right to reject
any exchange request in whole or in part. The Fund Exchanges service or the
Auto-Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the
yield on the shares. If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and eventually may be
depleted. There is a service charge of $.50 for each withdrawal check.
Automatic Withdrawal may be terminated at any time by the investor, the Fund
or the Transfer Agent. Shares for which certificates have been issued may
not be redeemed through the Automatic Withdrawal Plan.
Dividend Sweep. Dividend Sweep allows investors to invest on the
payment date their dividends or dividends and capital gain distributions, if
any, from the Fund in shares of another fund in the Dreyfus Family of Funds
of which the investor is a shareholder. Shares of other funds purchased
pursuant to this privilege will be purchased on the basis of relative net
asset value per share as follows:
A. Dividends and distributions paid by a fund may be invested without
imposition of a sales load in shares of other funds that are
offered without a sales load.
B. Dividends and distributions paid by a fund which does not charge a
sales load may be invested in shares of other funds sold with a
sales load, and the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which charges a sales
load may be invested in shares of other funds sold with a sales
load (referred to herein as "Offered Shares"), provided that, if
the sales load applicable to the Offered Shares exceeds the
maximum sales load charged by the fund from which dividends or
distributions are being swept, without giving effect to any
reduced loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be invested in
shares of other funds that impose a contingent deferred sales
charge ("CDSC") and the applicable CDSC, if any, will be imposed
upon redemption of such shares.
Corporate Pension/Profit-Sharing and Personal Retirement Plans. The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans, including a 401(k) Salary Reduction Plan. In
addition, the Fund makes available Keogh Plans, IRAs, including SEP-IRAs and
IRA "Rollover Accounts," and 403(b)(7) Plans. Plan support services also
are available. Investors can obtain details on the various plans by calling
the following numbers toll free: for Keogh Plans, please call 1-800-358-
5566; for IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; and
for SEP-IRAs, 401(k) Salary Reduction Plans and for 403(b)(7) Plans, please
call 1-800-322-7880.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.
The entity acting as a custodian for Keogh Plans, 403(b)(7) Plans or
IRAs may charge a fee, payment of which could require the liquidation of
shares. All fees charged are described in the appropriate form.
Shares may be purchased in connection with these plans only by direct
remittance to the entity which acts as custodian. Such purchases will be
effective when payments received by the Transfer Agent are converted into
Federal Funds. Purchases for these plans may not be made in advance of
receipt of Federal Funds.
The minimum initial investment for Corporate Plans, Salary Reduction
Plans, 403(b)(7) Plans and SEP-IRAs, with more than one participant, is
$2,500, with no minimum on subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans, with only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA also may open a
non-working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plans and the
applicable form of Custodial Agreement for further details as to
eligibility, service fees and tax implications, and should consult a tax
adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Fund Shares."
Amortized Cost Pricing. The valuation of the Fund's portfolio
securities is based upon their amortized cost, which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. While this method
provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price
the Fund would receive if it sold the instrument.
The Board of Directors has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed for
the purpose of purchases and redemptions at $1.00. Such procedures include
review of the Fund's portfolio holdings by the Board of Directors, at such
intervals as it may deem appropriate, to determine whether the Fund's net
asset value calculated by using available market quotations or market
equivalents deviates from $1.00 per share based on amortized cost. In such
review, investments for which market quotations are readily available will
be valued at the most recent bid price or yield equivalent for such
securities of comparable maturity, quality and type as obtained from one or
more of the major market makers for the securities to be valued. Other
investments and assets will be valued at fair value as determined in good
faith by the Board of Directors.
The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Board of Directors. If such
deviation exceeds 1/2 of 1%, the Board of Directors promptly will consider
what action, if any, will be initiated. In the event the Board of Directors
determines that a deviation exists which may result in material dilution or
other unfair results to investors or existing shareholders, it has agreed to
take such corrective action as it regards as necessary and appropriate,
including: selling portfolio instruments prior to maturity to realize
capital gains or losses or to shorten average portfolio maturity;
withholding dividends or paying distributions from capital or capital gains;
redeeming shares in kind; or establishing a net asset value per share by
using available market quotations or market equivalents.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Dividends, Distributions
and Taxes."
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. However, all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Internal
Revenue Code of 1986, as amended.
YIELD INFORMATION
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Yield Information."
Class B shares had not been offered as of the date of the financials
and, therefore, no yield figures are provided for Class B.
For the seven-day period ended January 31, 1995, the Fund's yield for
Class A was 5.19% and the effective yield for Class A was 5.32%. Yield is
computed in accordance with a standardized method which involves determining
the net change in the value of a hypothetical pre-existing Fund account
having a balance of one share at the beginning of a seven calendar day
period for which yield is to be quoted, dividing the net change by the value
of the account at the beginning of the period to obtain the base period
return, and annualizing the results (i.e., multiplying the base period
return by 365/7). The net change in the value of the account reflects the
value of additional shares purchased with dividends declared on the original
share and any such additional shares and fees that may be charged to
shareholder accounts, in proportion to the length of the base period and the
Fund's average account size, but does not include realized gains and losses
or unrealized appreciation and depreciation. Effective yield is computed by
adding 1 to the base period return (calculated as described above), raising
that sum to a power equal to 365 divided by 7, and subtracting 1 from the
result.
Yields will fluctuate and are not necessarily representative of future
results. Each investor should remember that yield is a function of the type
and quality of the instruments in the portfolio, portfolio maturity and
operating expenses. An investor's principal in the Fund is not guaranteed.
See "Determination of Net Asset Value" for a discussion of the manner in
which the Fund's price per share is determined.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the issuer
or from an underwriter or a market maker for the securities. Usually no
brokerage commissions are paid by the Fund for such purchases. Purchases
from underwriters of portfolio securities include a concession paid by the
issuer to the underwriter and the purchase price paid to market makers for
the securities may include the spread between the bid and asked price. No
brokerage commissions have been paid by the Fund to date.
Transactions are allocated to various dealers by the Fund's portfolio
managers in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and
analysis with the views and information of other securities firms and may be
selected based upon their sales of Fund shares.
Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising the Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses of
its research department.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "General Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
Fund shares have equal rights as to dividends and in liquidation. Shares
have no preemptive, subscription or conversion rights and are freely
transferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 90 Washington Street, New York, New York 10286,
is the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's transfer and dividend disbursing agent.
First Interstate Bank of California, 707 Wilshire Boulevard, Los Angeles,
California 90017, serves as a sub-custodian of the Fund's investments. The
Bank of New York, The Shareholder Services Group, Inc. and First Interstate
Bank of California have no part in determining the investment policies of
the Fund or which securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the
shares of Common Stock being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
<TABLE>
<CAPTION>
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS JANUARY 31, 1995
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS--4.8% PURCHASE AMOUNT VALUE
------------ -------------- ------------
<S> <C> <C> <C>
6/1/95
(cost $24,522,917)........................................ 5.90% $ 25,000,000 $24,522,917
===========
U.S. GOVERNMENT AGENCIES--80.9%
Federal Farm Credit Banks, Discount Notes
2/13/95..................................................... 6.05% $ 13,700,000 $13,672,691
Federal Farm Credit Banks, Floating Rate Notes
11/29/95.................................................... 5.94(a) 25,000,000 24,991,754
9/3/96...................................................... 5.88(a) 50,000,000 50,000,000
Federal Home Loan Banks, Discount Notes
3/27/95..................................................... 6.09 20,000,000 19,819,700
4/19/95..................................................... 6.12 40,000,000 39,484,100
5/18/95..................................................... 6.20 23,990,000 23,560,526
Federal Home Loan Banks, Floating Rate Notes
5/6/96...................................................... 5.82(a) 20,000,000 19,989,430
Federal National Mortgage Association, Discount Notes
2/13/95..................................................... 5.18 20,000,000 19,966,333
3/3/95...................................................... 5.73 26,490,000 26,365,854
5/4/95...................................................... 6.06 30,000,000 29,543,833
5/17/95..................................................... 6.20 29,010,000 28,495,556
6/12/95..................................................... 6.49 10,000,000 9,770,022
6/16/95..................................................... 6.27 20,000,000 19,541,750
Federal National Mortgage Association, Floating Rate Notes
10/4/96..................................................... 5.95(a) 25,000,000 25,000,000
Student Loan Marketing Association, Floating Rate Notes
4/24/95..................................................... 6.39(b) 25,000,000 25,000,000
6/2/95...................................................... 6.17(b) 2,500,000 2,500,000
3/20/96..................................................... 6.22(b) 17,500,000 17,500,000
12/20/96.................................................... 6.09(b) 20,000,000 20,000,000
------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $415,201,549).............. $415,201,549
============
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1995
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
REPURCHASE AGREEMENTS--12.8% PURCHASE AMOUNT VALUE
------------ -------------- -----------
First Interstate Bank of California
dated 1/31/95, due 2/1/95 in the amount of
$3,624,529 (fully collateralized by
$3,530,000 U.S. Treasury Notes 11.25%,
due 5/15/95, valued $3,665,209)............................. 5.25% $ 3,624,000 $3,624,000
Lehman Government Securities, Inc.
dated 1/31/95, due 2/1/95 in the amount of
$16,002,578 (fully collateralized by
$16,135,000 U.S. Treasury Notes 4.625%,
due 8/15/95, valued $16,318,382)............................ 5.80 16,000,000 16,000,000
Yamaichi International America, Inc.
dated 1/31/95, due 2/1/95 in the amount of
$46,007,411 (fully collateralized by
$46,445,000 U.S. Treasury Notes 3.875%,
due 8/31/95, valued $46,528,476)............................ 5.80 46,000,000 46,000,000
------------
TOTAL REPURCHASE AGREEMENTS (cost $65,624,000).................. $ 65,624,000
============
TOTAL INVESTMENTS (cost $505,348,466)................. 98.5% $505,348,466
======= ============
CASH AND RECEIVABLES (NET)............................. 1.5% $ 7,997,008
======= ============
NET ASSETS............................................. 100.0% $513,345,474
======= ============
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) The interest rate, which will change periodically, is based on the
bank's prime rate.
(b) Variable interest rate_subject to change approximately every 7 to 30
days.
See notes to financial statements.
<TABLE>
<CAPTION>
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(including repurchase agreements of $65,624,000)--Note 1(a,b)......... $505,348,466
Cash.................................................................... 7,495,416
Interest receivable..................................................... 1,387,451
Prepaid expenses........................................................ 82,298
--------------
514,313,631
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 292,994
Payable for Common Stock redeemed....................................... 498,688
Accrued expenses........................................................ 176,475 968,157
------------ --------------
NET ASSETS ................................................................ $513,345,474
==============
REPRESENTED BY:
Paid-in capital......................................................... $513,350,168
Accumulated net realized (loss) on investments.......................... (4,694)
--------------
NET ASSETS at value applicable to 513,350,168 shares outstanding
(15 billion shares of $.01 par value Common Stock authorized)........... $513,345,474
==============
NET ASSET VALUE, offering and redemption price per share
($513,345,474 / 513,350,168 shares)..................................... $1.00
=====
STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 1995
INVESTMENT INCOME:
INVESTMENT INCOME....................................................... $ 24,418,169
EXPENSES:
Management fee_Note 2(a).............................................. $2,624,643
Shareholder servicing costs_Note 2(b,c)............................... 1,426,053
Custodian fees........................................................ 160,174
Registration fees..................................................... 53,093
Professional fees..................................................... 35,902
Directors' fees and expenses_Note 2(d)................................ 25,217
Prospectus and shareholders' reports.................................. 10,669
Miscellaneous......................................................... 14,390
------------
TOTAL EXPENSES.................................................... 4,350,141
--------------
INVESTMENT INCOME--NET...................................................... 20,068,028
NET REALIZED (LOSS) ON INVESTMENTS--Note 1(b)............................... (4,571)
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 20,063,457
==============
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JANUARY 31,
-------------------------------
1994 1995
---------------- ----------
<S> <C> <C>
OPERATIONS:
Investment income--net.................................................. $ 16,844,770 $ 20,068,028
Net realized gain (loss) on investments................................. 20,284 (4,571)
---------------- ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 16,865,054 20,063,457
---------------- ---------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income--net.................................................. (16,844,770) (20,068,028)
---------------- ---------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold........................................... 4,909,502,664 4,356,251,849
Dividends reinvested.................................................... 15,932,788 19,433,620
Cost of shares redeemed................................................. (5,113,990,985) (4,399,218,939)
---------------- ---------------
(DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.............. (188,555,533) (23,533,470)
---------------- ---------------
TOTAL (DECREASE) IN NET ASSETS.................................... (188,535,249) (23,538,041)
NET ASSETS:
Beginning of year....................................................... 725,418,764 536,883,515
---------------- ---------------
End of year............................................................. $ 536,883,515 $ 513,345,474
=============== ===============
</TABLE>
See notes to financial statements.
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated March 31, 1995.
See notes to financial statements.
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company. Dreyfus Service
Corporation, until August 24, 1994, acted as the distributor of the Fund's
shares, which are sold to the public without a sales load. Dreyfus Service
Corporation is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager"). Effective August 24, 1994, the Manager became a direct
subsidiary of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio valuation
and dividend and distribution policies to enable it to do so. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of Directors to represent the fair
value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Interest
income is recognized on the accrual basis. Cost of investments represents
amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Manager, subject to the
seller's agreement to repurchase and the Fund's agreement to resell such
securities at a mutually agreed upon price. Securities purchased subject to
repurchase agreements are deposited with the Fund's custodians and, pursuant
to the terms of the repurchase agreement, must have an aggregate market value
greater than or equal to the repurchase price plus accrued interest at all
times. If the value of the underlying securities falls below the value of the
repurchase price plus accrued interest, the Fund will require the seller to
deposit additional collateral by the next business day. If the request for
additional collateral is not met, or the seller defaults on its repurchase
obligation, the Fund maintains the right to sell the underlying securities at
market value and may claim any resulting loss against the seller.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends from investment income--net on each business day. Such dividends
are paid monthly. Dividends from net realized capital gain are normally
declared and paid annually, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the Internal
Revenue Code. To the extent that net realized capital gain can be offset by
capital loss carryovers, if any, it is the policy of the Fund not to
distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
At January 31, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
NOTE 2--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .50 of 1% of the average
daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, brokerage, interest
on borrowings and extraordinary expenses, exceed 11/2% of the average value
of the Fund's net assets for any full fiscal year. There was no expense
reimbursement for the year ended January 31, 1995.
(B) On August 3, 1994, Fund shareholders approved a revised Service Plan
(the "Plan") pursuant to Rule 12b-1 under the Act. Pursuant to the Plan,
effective August 24, 1994, the Fund (a) reimburses the Distributor for
payments to third parties for distributing the Fund's shares and servicing
shareholder accounts and (b) pays the Manager, Dreyfus Service Corporation or
any affiliate (collectively "Dreyfus") for advertising and marketing relating
to the Fund and servicing Shareholders accounts, at an aggregate annual rate
of .20 of 1% of the value of the Fund's average daily net assets. Each of the
Distributor and Dreyfus may pay Service Agents (a securities dealer,
financial institution or other industry professional) a fee in respect of the
Fund's shares owned by shareholders with whom the Service Agent has a
servicing relationship or for whom the Service Agent is the dealer or holders
of record. Each of the Distributor and Dreyfus determine the amounts to be
paid to Service Agents to which it will make payments and the basis on which
such payments are made.
Prior to August 24, 1994, the Fund's Service Plan ("prior Service Plan")
provided that the Fund pay Dreyfus Service Corporation at an annual rate of
.20 of 1% of the value of the Fund's average daily net assets, for costs and
expenses in connection with advertising, marketing and distributing the
Fund's shares and for servicing shareholder accounts. Dreyfus Service
Corporation made payments to one or more Service Agents based on the value of
the Fund's shares owned by clients of the Service Agent.
During the year ended January 31, 1995, $460,344 was charged to the Fund
pursuant to the Plan and 589,513 was charged pursuant to the prior Service
Plan.
(C) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts. During the year ended
January 31, 1995, $181,926 was charged to the Fund pursuant to the
Shareholder Services Plan.
(D) Prior to August 24, 1994, certain officers and directors of the Fund
were "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each director who is not an "affiliated person"
receives an annual fee of $2,500 and an attendance fee of $500 per meeting.
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
We have audited the accompanying statement of assets and liabilities of
General Government Securities Money Market Fund, Inc., including the
statement of investments, as of January 31, 1995, and #the related statement
of operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended, and financial highlights
for each of the years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of January 31, 1995 by correspondence with the custodians
and others. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of General Government Securities Money Market Fund, Inc. at January
31, 1995, the results of its operations for the year then ended, the changes
in its #net assets for each of the two years in the period then ended, and
the financial highlights for each of the indicated years, in conformity with
generally accepted accounting principles.
(Ernst & Young LLP Signature Logo)
New York, New York
March 6, 1995
General Government Securities Money Market Fund, Inc.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for the ten years ended
January 31, 1995.
Included in Part B of the Registration Statement:
Statement of Investments--January 31, 1995.
Statement of Assets and Liabilities--January 31, 1995.
Statement of Operations--year ended January 31, 1995.
Statement of Changes in Net Assets--for each of the
years ended January 31, 1994 and 1995.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
March 6, 1995.
All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1)(a) Registrant's Articles of Incorporation
(1)(b) Registrant's Articles of Amendment.
(1)(c) Registrant's Articles Supplementary.
(2) Registrant's By-Laws, as amended.
(5) Management Agreement.
(6)(a) Distribution Agreement.
(6)(b) Forms of Service Agreement.
(8)(a) Amended and Restated Custody Agreement.
(9)(a) Shareholder Services Plan (Class A) is incorporated by reference
to Exhibit 8(b) of Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed on January 30, 1995.
(9)(b) Shareholder Services Plan (Class B) is incorporated by reference
to Exhibit 9(b) of Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed on January 30, 1995.
(10) Opinion and Consent of Registrant's counsel.
(11) Consent of Independent Auditors.
(15)(a) Service Plan (Class A) is incorporated by reference to Exhibit
(15)(a) of Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A, filed on January 30, 1995.
(15)(b) Distribution Plan (Class B) is incorporated by reference to
Exhibit (15)(b) of Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed on January 30, 1995.
(16) Schedules of Computation of Performance Data is incorporated by
reference to Exhibit (16) of Post-Effective Amendment No. 16 to
the Registration Statement on Form N-1A, effective May 18, 1994.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors and officers.
(b) Certificate of Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of March 15, 1995
______________ _____________________________
Common Stock
(Par value $.01) 4,376
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is insured or
indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any
director, officer, affiliated person or underwriter for their own
protection, is incorporated by reference to Item 4 of Part II of
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A, filed on November 24, 1982.
Reference is also made to the Distribution Agreement filed herein
as Exhibit (6)(a).
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser and manager for sponsored investment
companies registered under the Investment Company Act of 1940
and as an investment adviser to institutional and individual
accounts. Dreyfus also serves as sub-investment adviser to
and/or administrator of other investment companies. Dreyfus
Service Corporation, a wholly-owned subsidiary of Dreyfus,
serves primarily as a registered broker-dealer of shares of
investment companies sponsored by Dreyfus and of other
investment companies for which Dreyfus acts as investment
adviser, sub-investment adviser or administrator. Dreyfus
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
DAVID B. TRUMAN Former Director:
(cont'd) Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation
Operating Officer,
and a Director
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Director:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++'
Dreyfus Service Corporation*;
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company+++;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
The Dreyfus Security Savings Bank F.S.B.+;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization*;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
PAUL H. SNYDER Director:
Vice President-Finance Pennsylvania Economy League
and Chief Financial Philadelphia, Pennsylvania;
Officer Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Dreyfus Service Corporation*
Director and Vice President:
Financial Executives Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services Division of Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
HENRY D. GOTTMANN Executive Vice President:
Vice President-Retail Dreyfus Service Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals*;
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President-Mutual Fund
Accounting
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President- Department of Parks and Recreation of the
Human Resources City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President, Secretary and Director:
Vice President-Fund Lion Management, Inc.*;
Legal and Compliance, Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) The Dreyfus/Laurel Investment Series
40) The Dreyfus Leverage Fund, Inc.
41) Dreyfus Life and Annuity Index Fund, Inc.
42) Dreyfus Liquid Assets, Inc.
43) Dreyfus Massachusetts Intermediate Municipal Bond Fund
44) Dreyfus Massachusetts Municipal Money Market Fund
45) Dreyfus Massachusetts Tax Exempt Bond Fund
46) Dreyfus Michigan Municipal Money Market Fund, Inc.
47) Dreyfus Money Market Instruments, Inc.
48) Dreyfus Municipal Bond Fund, Inc.
49) Dreyfus Municipal Cash Management Plus
50) Dreyfus Municipal Money Market Fund, Inc.
51) Dreyfus New Jersey Intermediate Municipal Bond Fund
52) Dreyfus New Jersey Municipal Bond Fund, Inc.
53) Dreyfus New Jersey Municipal Money Market Fund, Inc.
54) Dreyfus New Leaders Fund, Inc.
55) Dreyfus New York Insured Tax Exempt Bond Fund
56) Dreyfus New York Municipal Cash Management
57) Dreyfus New York Tax Exempt Bond Fund, Inc.
58) Dreyfus New York Tax Exempt Intermediate Bond Fund
59) Dreyfus New York Tax Exempt Money Market Fund
60) Dreyfus Ohio Municipal Money Market Fund, Inc.
61) Dreyfus 100% U.S. Treasury Intermediate Term Fund
62) Dreyfus 100% U.S. Treasury Long Term Fund
63) Dreyfus 100% U.S. Treasury Money Market Fund
64) Dreyfus 100% U.S. Treasury Short Term Fund
65) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
66) Dreyfus Pennsylvania Municipal Money Market Fund
67) Dreyfus Short-Intermediate Government Fund
68) Dreyfus Short-Intermediate Municipal Bond Fund
69) Dreyfus Short-Term Income Fund, Inc.
70) The Dreyfus Socially Responsible Growth Fund, Inc.
71) Dreyfus Strategic Growth, L.P.
72) Dreyfus Strategic Income
73) Dreyfus Strategic Investing
74) Dreyfus Tax Exempt Cash Management
75) Dreyfus Treasury Cash Management
76) Dreyfus Treasury Prime Cash Management
77) Dreyfus Variable Investment Fund
78) Dreyfus-Wilshire Target Funds, Inc.
79) Dreyfus Worldwide Dollar Money Market Fund, Inc.
80) General California Municipal Bond Fund, Inc.
81) General California Municipal Money Market Fund
82) General Government Securities Money Market Fund, Inc.
83) General Money Market Fund, Inc.
84) General Municipal Bond Fund, Inc.
85) General Municipal Money Market Fund, Inc.
86) General New York Municipal Bond Fund, Inc.
87) General New York Municipal Money Market Fund
88) Pacific American Fund
89) Peoples Index Fund, Inc.
90) Peoples S&P MidCap Index Fund, Inc.
91) Premier Insured Municipal Bond Fund
92) Premier California Municipal Bond Fund
93) Premier GNMA Fund
94) Premier Growth Fund, Inc.
95) Premier Municipal Bond Fund
96) Premier New York Municipal Bond Fund
97) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Operating Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Lynn H. Johnson+ Vice President None
Ruth D. Leibert++ Assistant Vice President Assistant
Secretary
Paul D. Furcinito++ Assistant Vice President Assistant
Secretary
Paul Prescott+ Assistant Vice President None
Leslie M. Gaynor+ Assistant Treasurer None
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Vice President Vice President
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 29th day of March, 1995.
General Government Securities Money Market Fund, Inc.
BY: /s/Marie E. Connolly*
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ _________
/s/Marie E. Connolly* President (Principal Executive 03/29/95
Marie E. Connolly and Principal Accounting and
Financial Officer) and Treasurer
/s/Clifford L. Alexander* Director 03/29/95
Clifford L. Alexander
/s/Peggy C. Davis* Director 03/29/95
Peggy C. Davis
/s/Joseph DiMartino* Director 03/29/95
Joseph DiMartino
/s/Ernest Kafka* Director 03/29/95
Ernest Kafka
/s/Saul B. Klaman* Director 03/29/95
Saul B. Klaman
/s/Nathan Leventhal* Director 03/29/95
Nathan Leventhal
*BY: /s/Eric B. Fischman
Eric B. Fischman,
Attorney-in-Fact
INDEX OF EXHIBITS
(1)(a) Articles of Incorporation
(1)(b) Articles of Amendment
(1)(c) Articles Supplementary
(2) By-Laws, as amended
(5) Management Agreement
(6)(a) Distribution Agreement
(6)(b) Forms of Service Agreement
(8)(a) Amended and Restated Custody Agreement
(10) Opinion and Consent of Counsel
(11) Consent of Independent Auditors
Other Exhibits
(a) Powers of Attorney
(b) Certificate of Secretary
ARTICLES OF INCORPORATION
OF
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
For the purposes of forming a stock corporation for
one or more lawful purposes under the provisions of Title 2 of
the General Corporation Law of Maryland (hereinafter sometimes
referred to as the "General Corporation Law"), the natural
person hereinafter named as the person acting as the
incorporator of the said corporation does hereby adopt and sign
the following Articles of Incorporation of the corporation and
does hereby acknowledge that his adoption and signing thereof
are his act:
FIRST: (1) The name, including the full given name
and surname, of the incorporator is Stuart H. Coleman.
(2) The said incorporator's post office address,
including the street and number, if any, including the city or
county, and including the state or country, is 61 Broadway, New
York, New York 10006.
(3) The said incorporator is at least eighteen years
of age.
(4) The said incorporator is forming the corporation
named in these Articles of Incorporation under the General
Corporation Law of Maryland.
SECOND: The name of the corporation (hereinafter
called the "corporation") is General Government Securities Money
Market Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the business of
an investment company;
(b) to subscribe for, invest in, reinvest in,
purchase or otherwise acquire, hold, pledge, sell, assign,
transfer, exchange, distribute or otherwise dispose of and
deal in and with bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations and
evidences of indebtedness issued by or guaranteed as to
principal and interest by any state or local government or
any agency or instrumentality thereof, by the United States
Government or any agency or instrumentality thereof, or by
any corporation organized under the laws of any state, the
United States or any territory or possession thereof, bank
certificates of deposit, bank time deposits, bankers'
acceptances and commercial paper; to pay for the same in
cash or by the issue of stock, including treasury stock,
bonds or notes of the corporation or otherwise; and to
exercise any and all rights, powers and privileges of
ownership or interest in respect of any and all such
investments of every kind and description, including
without limitation, the right to consent and otherwise act
with respect thereto, with power to designate one or more
persons, firms, associations or corporations to exercise
any of said rights, powers and privileges in respect of any
said instruments;
(c) to borrow money or otherwise obtain credit and to
secure the same by mortgaging, pledging or otherwise
subjecting as security the assets of the corporation;
(d) to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of,
transfer, and otherwise deal in, shares of Common Stock of
the corporation, including shares of Common Stock of the
corporation in fractional denominations, and to apply to
any such repurchase, redemption, retirement, cancellation
or acquisition of shares of Common Stock of the corporation
any funds or property of the corporation whether capital or
surplus or otherwise, to the full extent now or hereafter
permitted by the laws of the State of Maryland;
(e) to conduct its business, promote its purposes and
carry on its operations in any and all of its branches and
maintain offices both within and without the State of
Maryland, in any States of the United States of America, in
the District of Columbia and in any other parts of the
world; and
(f) to do all and everything necessary, suitable,
convenient, or proper for the conduct, promotion, and
attainment of any of the businesses and purposes herein
specified or which at any time may be incidental thereto or
may appear conducive to or expedient for the accomplishment
of any of such businesses and purposes and which might be
engaged in or carried on by a corporation incorporated or
organized under the General Corporation Law, and to have
and exercise all of the powers conferred by the laws of the
State of Maryland upon corporations incorporated or
organized under the General Corporation Law.
The foregoing provisions of this Article THIRD shall
be construed both as purposes and powers and each as an
independent purpose and power. The foregoing enumeration of
specific purposes and powers shall not be held to limit or
restrict in any manner the purposes and powers of the
corporation, and the purposes and powers herein specified shall,
except when otherwise provided in this Article THIRD, be in no
wise limited or restricted by reference to, or inference from,
the terms of any provision of this or any other Article of these
Articles of Incorporation; provided, that the corporation shall
not conduct any business, promote any purpose, or exercise any
power or privilege within or without the State of Maryland
which, under the laws thereof, the corporation may not lawfully
conduct, promote, or exercise.
FOURTH: The post office address, including street
and number, if any, and the city or county of the principal
office of the corporation within the State of Maryland, and of
the resident agent of the corporation within the State of
Maryland, is The Corporation Trust Incorporated, First Maryland
Building, 25 South Charles Street, Baltimore, Maryland 21201.
The words "principal office" and "resident agent" as used herein
shall have the meanings ascribed to them by the General
Corporation Law.
FIFTH: (1) The total number of shares of stock which
the corporation has authority to issue is fifteen billion
(15,000,000,000), all of which are of a par value of one cent
($.01) each and are designated as Common Stock.
(2) The aggregate par value of all the authorized
shares of stock is one hundred and fifty million ($150,000,000)
dollars.
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
issue, the shares of stock of the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as
the case may be, any unissued shares of stock of the
corporation.
(5) Notwithstanding any provisions of the General
Corporation Law requiring a greater proportion than a majority
of the votes of stockholders entitled to be cast in order to
take or authorize any action, any such action may be taken or
authorized upon the concurrence of at least a majority of the
aggregate number of votes entitled to be cast thereon.
(6) The corporation may issue shares of its Common
Stock in fractional denominations to the same extent as its
whole shares, and shares in fractional denominations shall be
shares of Common Stock having proportionately to the respective
fractions represented thereby all the rights of whole shares,
including, without limitation, the right to vote, the right to
receive dividends and distributions and the right to participate
upon liquidation of the corporation.
(7) All shares of Common Stock of the corporation now
or hereafter authorized shall be "subject to redemption" and
"redeemable", in the sense used in the General Corporation Law
authorizing the formation of corporations, at the redemption or
purchase price for any such shares, determined in the manner set
out in these Articles of Incorporation or in any amendment
thereto; provided, however, that the corporation shall have the
right, at its option, to refuse to redeem the shares of stock at
less than the par value thereof. In the absence of any
specification as to the purpose for which shares of Common Stock
of the corporation are redeemed, shares so redeemed shall be
deemed to be "purchased for retirement" in the sense
contemplated by the laws of the State of Maryland and the number
of authorized shares of Common Stock of the corporation shall
not be reduced by the number of any shares repurchased by it.
(8) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class of the
corporation which the corporation proposes to issue, or any
rights or options which the corporation proposes to grant for
the purchase of shares of any class of the corporation or for
the purchase of any shares; bonds, securities, or obligations of
the corporation which are convertible into or exchangeable for,
or which carry any rights to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and
any and all of such shares, bonds, securities or obligations of
the corporation, whether now or hereafter authorized or created,
may be issued, or may be reissued or transferred if the same
have been reacquired and have treasury status, and any and all
of such rights and options may be granted by the Board of
Directors to such persons, firms, corporations and associations,
and for such lawful consideration, and on such terms, as the
Board of Directors in its discretion may determine, without
first offering the same, or any thereof, to any said holder.
SIXTH: (1) The number of directors of the
corporation, until such number shall be increased or decreased
pursuant to the by-laws of the corporation, is two. The number
of directors shall never be less than the number prescribed by
the General Corporation Law.
(2) The names of the persons who shall act as
directors of the corporation until the first annual meeting or
until their successors are duly chosen and qualify are as
follows:
Howard Stein
Joseph S. DiMartino
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be. Thereafter,
the power to make, alter, and repeal the by-laws of the
corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith and, so far
as accounting matters are involved, in accordance with generally
accepted accounting principles, by or pursuant to the direction
of the Board of Directors, as to: the amount of the assets,
debts, obligations, or liabilities of the corporation; the
amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for
which such reserves or charges shall have been created shall
have been paid or discharged or shall be then or thereafter
required to be paid or discharged); the price or closing bid or
asked price of any investment owned or held by the corporation;
the market value of any investment or fair value of any other
asset of the corporation; the number of shares of the
corporation outstanding; the estimated expense to the
corporation in connection with purchases of its shares; the
ability to liquidate investments in orderly fashion; the extent
to which it is practicable to deliver a cross-section of the
portfolio of the corporation in payment for any such shares, or
as to any other matters relating to the issue, sale, purchase
and/or other acquisition or disposition of investments or shares
of the corporation, shall be final and conclusive, and shall be
binding upon the corporation and all holders of its shares,
past, present and future, and shares of the corporation are
issued and sold on the condition and understanding that any and
all such determinations shall be binding as aforesaid.
SEVENTH: (1) To the maximum extent permitted by the
General Corporation Law as from time to time amended, the
corporation shall indemnify its currently acting and its former
directors, officers, and employees and those persons who, at the
request of the corporation serve or have served another
corporation, partnership, joint venture, trust or other
enterprise in one or more of such capacities. The
indemnification provided for herein shall not be deemed
exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
(2) Anything herein contained to the contrary
notwithstanding, no officer or director of the corporation shall
be indemnified for any liability to the corporation or its
security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office.
EIGHTH: Any holder of shares of Common Stock of the
corporation shall be entitled to require the corporation to
repurchase and the corporation shall be obligated to repurchase
at the option of such holder all or any part of the shares of
Common Stock of the corporation owned by said holder, at the
repurchase price, pursuant to the method, upon the terms and
subject to the conditions hereinafter set forth:
(a) Certificates (if issued) for shares of
Common Stock shall be presented for repurchase in
proper form for transfer to the corporation or the
agent of the corporation appointed for such purpose
and there shall be presented a written request that
the corporation repurchase all or any part of the
shares represented thereby;
(b) The repurchase price per share shall be the
net asset value per share as determined by the
corporation at such time or times as the Board of
Directors of the corporation shall designate on the
bank business day next succeeding the time of
presentation of certificates for shares, if issued,
and an appropriate request for repurchase, or such
later time as the Board of Directors may designate in
accordance with any provision of the Investment
Company Act of 1940, any rule or regulation
thereunder, or any rule or regulation made or adopted
by any securities association registered under the
Securities Exchange Act of 1934, as determined by the
Board of Directors of the corporation.
(c) Net asset value shall be determined by
dividing:
(i) The total value of the assets of the
corporation determined as provided in Subsection
(d) below less, to the extent determined by or
pursuant to the direction of the Board of
Directors in accordance with generally accepted
accounting principles, all debts, obligations and
liabilities of the corporation (which debts,
obligations and liabilities shall include,
without limitation of the generality of the
foregoing, any and all debts, obligations,
liabilities, or claims, of any and every kind and
nature, fixed, accrued, unmatured or contingent,
including the estimated accrued expenses of
management and supervision, administration and
distribution and any reserves or charges for any
or all of the foregoing, whether for taxes,
expenses, contingencies, or otherwise, and the
price of Common Stock redeemed but not paid for)
but excluding the corporation's liability upon
its shares and its surplus by:
(ii) The total number of shares of the
corporation outstanding. (Shares sold by the
corporation whether or not paid for shall be
treated as outstanding and shares purchased or
redeemed by the corporation whether or not paid
for and treasury shares shall be treated as not
outstanding, provided, that the Board of
Directors may determine whether shares sold or
redeemed on the date of computation shall be
included.)
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed
by it to be desirable provided they are not
inconsistent with, any provision of the Investment
Company Act of 1940 or any rule or regulation
thereunder including any rule or regulation made or
adopted pursuant to Section 22 of the Investment
Company Act of 1940 by the Securities and Exchange
Commission or any securities association registered
under the Securities Exchange Act of 1934.
(d) In determining for the purposes of these
Articles of Incorporation the total value of the
assets of the corporation at any time, investments and
any other assets of the corporation shall be valued in
such manner as may be determined from time to time by
the Board of Directors.
(e) Payment of the repurchase price by the
corporation may be made either in cash or in
securities or other assets at the time owned by the
corporation or partly in cash and partly in securities
or other assets at the time owned by the corporation.
The value of any part of such payment to be made in
securities or other assets of the corporation shall be
the value employed in determining the repurchase
price. Payment of the repurchase price shall be made
on or before the seventh day following the day on
which the shares are properly presented for repurchase
hereunder, except that delivery of any securities
included in any such payment shall be made as promptly
as any necessary transfers on the books of the issuers
whose securities are to be delivered may be made, and,
except as postponement of the date of payment may be
permissible under the Investment Company Act of 1940
and the Rules and Regulations thereunder.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made
for any shares repurchased a liquidating charge not in
excess of one per cent (1%) of the repurchase price of
the shares so repurchased, and the Board of Directors
may alter or suspend any such liquidating charge from
time to time.
(f) The right of any holder of shares of Common
Stock repurchased by the corporation as provided in
this Article EIGHTH to receive dividends or
distributions thereon and all other rights of such
holder with respect to such shares shall terminate at
the time as of which the repurchase price of such
shares is determined, except the right of such holder
to receive (i) the repurchase price of such shares
from the corporation in accordance with the provisions
hereof, and (ii) any dividend or distribution to which
such holder had previously become entitled as the
record holder of such shares on the record date for
such dividend or distribution.
(g) Repurchase of shares of Common Stock by the
corporation is conditional upon the corporation having
funds or property legally available therefor.
(h) The corporation, either directly or through
an agent, may repurchase its shares, out of funds
legally available therefor, upon such terms and
conditions and for such consideration as the Board of
Directors shall deem advisable, by agreement with the
owner at a price not exceeding the net asset value per
share as determined by the corporation at such time or
times as the Board of Directors of the corporation
shall designate, less a charge not to exceed one per
cent (1%) of such net asset value, if and as fixed by
resolution of the Board of Directors of the
corporation from time to time, and take all other
steps deemed necessary or advisable in connection
therewith.
(i) The corporation, pursuant to resolution of
the Board of Directors, may cause the repurchase, upon
the terms set forth in such resolution and in
subsections (b) through (g) and subsection (j) of this
Article EIGHTH, of shares of Common Stock owned by
stockholders whose shares have an aggregate net asset
value of five hundred dollars or less.
Notwithstanding any other provision of this Article
EIGHTH, if certificates representing such shares have
been issued, the repurchase price need not be paid by
the corporation until such certificates are presented
in proper form for transfer to the corporation or the
agent of the corporation appointed for such purpose;
however, the repurchase shall be effective, in
accordance with the resolution of the Board of
Directors, regardless of whether or not such
presentation has been made.
(j) The obligations set forth in this Article
EIGHTH may be suspended or postponed, (1) for any
period (a) during which the New York Stock Exchange is
closed other than for customary week-end and holiday
closings or (b) during which trading on the New York
Stock Exchange is restricted, (2) for any period
during which an emergency exists as a result of which
(a) the disposal by the corporation of investments
owned by it is not reasonably practicable, or (b) it
is not reasonably practicable for the corporation
fairly to determine the value of its net assets or (3)
for such other periods as the Federal Securities and
Exchange Commission or any successor governmental
authority may by order permit for the protection of
security holders of the corporation.
NINTH: From time to time any of the provisions of
these Articles of Incorporation may be amended, altered or
repealed, and other provisions authorized by the General
Corporation Law at the time in force may be added or inserted in
the manner and at the time prescribed by said Law, and all
rights at any time conferred upon the stockholders of the
corporation by these Articles of Incorporation are granted
subject to the provisions of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.
Dated: April 5, 1982
/s/Stuart H. Coleman
Stuart H. Coleman, Incorporator
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that on April 5, 1982 before me the
subscriber, a notary public of the State of New York in and for
the County of New York, personally appeared Stuart H. Coleman,
known to me, and acknowledged that he is the Incorporator who
executed the foregoing Articles of Incorporation and further
made oath in due form of law that the matters and facts set
forth in said Articles of Incorporation are true to the best of
his knowledge, information and belief.
WITNESS my hand and notarial seal, the day and year
last above written.
/s/Rae G. Paltiel
Notary Public
ARTICLES OF AMENDMENT
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.,
a Maryland corporation having its principal office in the State
of Maryland in Baltimore City (hereinafter called the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby
amended by striking Article FIFTH of the Articles of
Incorporation and inserting in lieu thereof the following:
"FIFTH: (1) The total number of shares of stock
which the corporation has authority to issue is fifteen
billion (15,000,000,000) shares, all of which are of a
par value of one cent ($.01) each and are designated as
Common Stock.
(2) The aggregate par value of all the authorized
shares of stock is one hundred and fifty million
dollars ($150,000,000.00).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the
minimum price or the consideration or minimum
consideration for, and to authorize the issuance of,
the shares of stock of the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to further classify or
to reclassify, as the case may be, any unissued shares
of stock of the corporation by setting or changing the
preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends,
qualifications and terms or conditions of redemption of
the stock.
(5) Subject to the power of the Board of Directors to
reclassify unissued shares, the shares of each class of
stock of the corporation shall have the following
preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption:
(a) (i) All consideration received by the
corporation for the issuance or sale of
shares together with all income, earnings,
profits and proceeds thereof, shall
irrevocably belong to such class for all
purposes, subject only to the rights of
creditors, and are herein referred to as
"assets belonging to" such class.
(ii) The assets belonging to such
class shall be charged with the liabilities
of the corporation in respect of such class
and with such class's share of the general
liabilities of the corporation, in the latter
case in proportion that the net asset value
of such class bears to the net asset value of
all classes. The determination of the Board
of Directors shall be conclusive as to the
allocation of liabilities, including accrued
expenses and reserves, to a class.
(iii) Dividends or distributions
on shares of each class, whether payable in
stock or cash, shall be paid only out of
earnings, surplus or other assets belonging
to such class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders
of each class shall be entitled to receive,
as a class, out of the assets of the
corporation available for distribution to
stockholders, the assets belonging to such
class and the assets so distributable to the
stockholders of such class shall be
distributed among such stockholders in
proportion to the number of shares of such
class held by them.
(b) A class may be invested with
one or more other classes in a common
investment portfolio. Notwithstanding the
provisions of paragraph (5)(a) of this
Article Fifth, if two or more classes are
invested in a common investment portfolio,
the shares of each such class of stock of the
corporation shall be subject to the following
preferences, conversion and other rights,
voting powers, restrictions, limitations as
to dividends, qualifications and terms and
conditions of redemption, and, if there are
other classes of stock invested in a
different investment portfolio, shall also be
subject to the provisions of paragraph (5)(a)
of this Article Fifth at the portfolio level
as if the classes invested in the common
investment portfolio were one class:
(i) The income and expenses of the
investment portfolio shall be allocated among
the classes invested in the investment
portfolio in accordance with the number of
shares outstanding of each such class or as
otherwise determined by the Board of
Directors.
(ii) As more fully set forth in this
paragraph (5)(b) of Article Fifth, the
liabilities and expenses of the classes
invested in the same investment portfolio
shall be determined separately from those of
each other and, accordingly, the net asset
value, the dividends and distributions
payable, and the amounts distributable in the
event of liquidation of the corporation to
holders of shares of the corporation's stock
may vary from class to class invested in the
same investment portfolio. Except for these
differences and certain other differences set
forth in this paragraph (5) of Article Fifth,
the classes invested in the same investment
portfolio shall have the same preferences,
conversion and other rights, voting powers,
restrictions, limitations as to dividends,
qualifications and terms and conditions of
redemption.
(iii) The dividends and distributions of
investment income and capital gains with
respect to the classes invested in the same
investment portfolio shall be in such amounts
as may be declared from time to time by the
Board of Directors, and such dividends and
distributions may vary among the classes
invested in the same investment portfolio to
reflect differing allocations of the expenses
of the corporation among the classes and any
resultant differences between the net asset
values per share of the classes, to such
extent and for such purposes as the Board of
Directors may deem appropriate. The
allocation of investment income, capital
gains, expenses and liabilities of the
corporation among the classes shall be
determined by the Board of Directors in a
manner that is consistent with the order
dated January 14, 1993 (Investment Company
Act of 1940 Release No. 19214) issued by the
Securities and Exchange Commission in
connection with the application for exemption
filed by Dreyfus A Bonds Plus, Inc., et al.,
and any existing or future amendment to such
order or any rule or interpretation under the
Investment Company Act of 1940, as amended,
that modifies or supersedes such order.
(c) On each matter submitted to a vote
of the stockholders, each holder of a share
of stock shall be entitled to one vote for
each share standing in his name on the books
of the corporation irrespective of the class
thereof. All holders of shares of stock
shall vote as a single class except as may
otherwise be required by law pursuant to any
applicable order, rule or interpretation
issued by the Securities and Exchange
Commission, or otherwise, or except with
respect to any matter which affects only one
or more classes of stock, in which case only
the holders of shares of the class or classes
affected shall be entitled to vote.
Except as provided above, all provisions of the
Articles of Incorporation relating to stock of the corporation
shall apply to shares of, and to the holders of, all classes of
stock.
(6) Notwithstanding any provisions of the Maryland
General Corporation Law requiring a greater proportion
than a majority of the votes of stockholders entitled
to be cast in order to take or authorize any action,
any such action may be taken or authorized upon the
concurrence of a majority of the aggregate number of
votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders
of one-third of the shares of stock of the corporation
entitled to vote (without regard to class) shall
constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under
applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more
classes of stock, in which case the presence in person
or by proxy of the holders of one-third of the shares
of stock of each class required to vote as a class on
the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in
fractional denominations to the same extent as its
whole shares, and shares in fractional denominations
shall be shares of stock having proportionately to the
respective fractions represented thereby all the rights
of whole shares, including, without limitation, the
right to vote, the right to receive dividends and
distributions and the right to participate upon
liquidation of the corporation, but excluding the right
to receive a stock certificate evidencing a fractional
share.
(9) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe
for, purchase, or otherwise acquire any shares of any
class which the corporation proposes to issue, or any
rights or options which the corporation proposes to
issue or to grant for the purchase of shares of any
class or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry
any rights to subscribe for, purchase, or otherwise
acquire shares of any class of the corporation; and any
and all of such shares, bonds, securities or
obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may
be reissued or transferred if the same have been
reacquired and have treasury status, and any and all of
such rights and options may be granted by the Board of
Directors to such persons, firms, corporations and
associations, and for such lawful consideration, and on
such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any
thereof, to any said holder."
SECOND: The charter of the Corporation is hereby
further amended by striking paragraph (c) of Article EIGHTH of
the Articles of Incorporation and inserting in lieu thereof the
following:
"EIGHTH: * * * (c) Net asset value per share of a
class shall be determined by dividing:
(i) The total value of the assets of
such class or, in the case of a class
invested in a common investment portfolio
with other classes, such class's
proportionate share of the total value of the
assets of the common investment portfolio,
such value determined as provided in Subsec-
tion (d) below less, to the extent determined
by or pursuant to the direction of the Board
of Directors, all debts, obligations and
liabilities of such class (which debts,
obligations and liabilities shall include,
without limitation of the generality of the
foregoing, any and all debts, obligations,
liabilities, or claims, of any and every kind
and nature, fixed, accrued and otherwise,
including the estimated accrued expenses of
management and supervision, administration
and distribution and any reserves or charges
for any or all of the foregoing, whether for
taxes, expenses or otherwise) but excluding
such class's liability upon its shares and
its surplus, by
(ii) The total number of shares of such class
outstanding.
The Board of Directors is empowered, in its absolute
discretion, to establish other methods for determining such net
asset value whenever such other methods are deemed by it to be
necessary in order to enable the corporation to comply with, or
are deemed by it to be desirable provided they are not
inconsistent with, any provision of the Investment Company Act of
1940 or any rule or regulation thereunder, including any rule or
regulation made or adopted pursuant to Section 22 of the
Investment Company Act of 1940 by the Securities and Exchange
Commission or any securities association registered under the
Securities Exchange Act of 1934."
THIRD: The Board of Directors of the Corporation
approved the foregoing amendment to the charter as set forth in
Article FIRST hereto, and declared that said amendment was
advisable. The Corporation's stockholders approved said
amendment at a meeting held on September 1, 1994.
The undersigned President acknowledges these Articles
of Amendment to be the corporate act of the Corporation and
states that to the best of her knowledge, information and belief
the matters and facts set forth in these Articles with respect to
the authorization and approval of the amendment of the
Corporation's charter are true in all material respects, and that
this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, General Government Securities Money
Market Fund, Inc. has caused this instrument to be filed in its
name and on its behalf by its President, Marie E. Connolly, and
witnessed by its Assistant Secretary, Eric B. Fischman, on the
3rd day of January, 1995.
GENERAL GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
By:/s/Marie E. Connolly
Marie E. Connolly, President
ATTEST:
/s/Eric B. Fischman
Eric B. Fischman,
Assistant Secretary
ARTICLES SUPPLEMENTARY
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.,
a Maryland corporation having its principal office in the State
of Maryland at 32 South Street, Baltimore, Maryland (hereinafter
called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation that:
FIRST: The aggregate number of shares of Common Stock
that the Corporation has authority to issue is increased by one
billion (1,000,000,000) shares, all of which one billion
(1,000,000,000) shares shall be classified as shares of Class B
Common Stock.
SECOND: The shares of Class B Common Stock classified
hereby shall have the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption as set
forth in Article FIFTH, Section (5) of the Corporation's Charter.
THIRD: Immediately before the increase in the
aggregate number of shares as set forth in Article FIRST hereof,
the Corporation was authorized to issue fifteen billion
(15,000,000,000) shares of stock, all of which were shares of
Common Stock, having a par value of one cent ($.01) each, and an
aggregate par value of one hundred fifty million dollars
($150,000,000).
FOURTH: As hereby increased and classified, the total
number of shares of stock which the Corporation has authority to
issue is sixteen billion (16,000,000,000) shares, all of which
are shares of Common Stock, with a par value of one cent ($.01)
per share, having an aggregate par value of one hundred sixty
million dollars ($160,000,000), of which one billion
(1,000,000,000) shares are classified as shares of Class B Common
Stock and fifteen billion (15,000,000,000) shares remain shares
of unclassified Common Stock (marketed as Class A shares), all
having a par value of one cent ($.01) each.
FIFTH: The Corporation is registered as an open-end
investment company under the Investment Company Act of 1940, as
amended.
SIXTH: The Board of Directors of the Corporation
increased the total number of shares of capital stock that the
Corporation has authority to issue pursuant to Section 2-105(c)
of the Maryland General Corporation Law and classified the
increased shares pursuant to authority provided in the
Corporation's Charter.
The undersigned Vice President acknowledges these
Articles Supplementary to be the corporate act of the Corporation
and states that to the best of his knowledge, information and
belief, the matters and facts with respect to authorization and
approval set forth in these Articles are true in all material
respects and that this statement is made under penalties of
perjury.
IN WITNESS WHEREOF, GENERAL GOVERNMENT SECURITIES MONEY
MARKET FUND, INC. has caused these Articles Supplementary to be
signed in its name and on its behalf by its Vice President and
witnessed by its Assistant Secretary on January 11, 1995.
GENERAL GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
By:/s/Eric B. Fischman
Eric B. Fischman, Vice President
Witness:
/s/Ruth D. Leibert
Ruth D. Leibert,
Assistant Secretary
BY-LAWS
OF
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
(A Maryland Corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the President
or a Vice President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal. The signatures of
any such officers may be either manual or facsimile signatures
and the corporate seal may be either facsimile or any other form
of seal. In case any such officer who has signed manually or by
facsimile any such certificate ceases to be such officer before
the certificate is issued, it nevertheless may be issued by the
corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock
in place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Board of Directors
may require, in its discretion, the owner of any such
certificate or his legal representative to give bond, with
sufficient surety, to the corporation to indemnify it against
any loss or claim that may arise by reason of the issuance of a
new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made
only on the stock transfer books of the corporation by the
record holder thereof or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of
the corporation or with a transfer agent or a registrar, if any,
and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes
due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled
to receive payment of any dividend or the allotment of any
rights or in order to make a determination of stockholders for
any other proper purpose. Such date, in any case, shall be not
more than 90 days, and in case of a meeting of stockholders not
less than 10 days, prior to the date on which the meeting or
particular action requiring such determination of stockholders
is to be held or taken. In lieu of fixing a record date, the
Board of Directors may provide that the stock transfer books
shall be closed for a stated period but not to exceed 20 days.
If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of, or to vote at, a
meeting of stockholders, such books shall be closed for at least
10 days immediately preceding such meeting. If no record date
is fixed and the stock transfer books are not closed for the
determination of stockholders: (1) The record date for the
determination of stockholders entitled to notice of, or to vote
at, a meeting of stockholders shall be at the close of business
on the day on which the notice of meeting is mailed or the day
30 days before the meeting, whichever is the closer date to the
meeting; and (2) The record date for the determination of
stockholders entitled to receive payment of a dividend or an
allotment of any rights shall be at the close of business on the
day on which the resolution of the Board of Directors declaring
the dividend or allotment of rights is adopted, provided that
the payment or allotment date shall not be more than 60 days
after the date on which the resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in
respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case may be,
the term "share of stock" or "shares of stock" or "stockholder"
or "stockholders" refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares
of stock when the corporation is authorized to issue only one
class of shares of stock and said reference also is intended to
include any outstanding share or shares of stock and any holder
or holders of record of outstanding shares of stock of any class
or series upon which or upon whom the Charter confers such
rights where there are two or more classes or series of shares
or upon which or upon whom the General Corporation Law confers
such rights notwithstanding that the Charter may provide for
more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders
of the corporation is required by the Investment Company Act of
1940, as amended, to elect the directors, then there shall be
submitted to the stockholders at such meeting the question of
the election of directors, and a meeting called for that purpose
shall be designated the annual meeting of stockholders for that
year. In other years in which no action by stockholders is
required for the aforesaid election of directors, no annual
meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose
of removing a Director whenever the holders of shares entitled
to at least ten percent of all the votes entitled to be cast at
such meeting shall make a duly authorized request that such
meeting be called.
The Secretary shall call a special meeting of
stockholders for all other purposes whenever the holders of
shares entitled to at least twenty-five percent of all the votes
entitled to be cast at such meeting shall make a duly authorized
request that such meeting be called. Such request shall state
the purpose of such meeting and the matters proposed to be acted
on thereat, and no other business shall be transacted at any
such special meeting. The Secretary shall inform such
stockholders of the reasonably estimated costs of preparing and
mailing the notice of the meeting, and upon payment to the
corporation of such costs, the Secretary shall give notice in
the manner provided for below. Notwithstanding the foregoing,
unless requested by stockholders entitled to cast a majority of
the votes entitled to be cast at the meeting, a special meeting
of the stockholders need not be called at the request of
stockholders to consider any matter that is substantially the
same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve (12) months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates
as the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting.
The notice of a meeting shall state in all instances the purpose
or purposes for which the meeting is called. Written or printed
notice of any meeting shall be given to each stockholder either
by mail or by presenting it to him personally or by leaving it
at his residence or usual place of business not less than ten
days and not more than ninety days before the date of the
meeting, unless any provisions of the General Corporation Law
shall prescribe a different elapsed period of time, to each
stockholder at his address appearing on the books of the
corporation or the address supplied by him for the purpose of
notice. If mailed, notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder
at his post office address as it appears on the records of the
corporation with postage thereon prepaid. Whenever any notice
of the time, place or purpose of any meeting of stockholders is
required to be given under the provisions of these by-laws or of
the General Corporation Law, a waiver thereof in writing, signed
by the stockholder and filed with the records of the meeting,
whether before or after the holding thereof, or actual
attendance or representation at the meeting shall be deemed
equivalent to the giving of such notice to such stockholder.
The foregoing requirements of notice also shall apply, whenever
the corporation shall have any class of stock which is not
entitled to vote, to holders of stock who are not entitled to
vote at the meeting, but who are entitled to notice thereof and
to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the
corporation or, if the Board of Directors shall determine
otherwise, some other executive officer thereof, shall prepare
or cause to be prepared annually a full and correct statement of
the affairs of the corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year,
which shall be filed at the principal office of the corporation
in the State of Maryland.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President,
the Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. The Secretary of the corporation
or, in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the chairman of the meeting shall
appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may
authorize another person or persons to act for him by proxy in
all matters in which a stockholder is entitled to participate,
whether for the purposes of determining his presence at a
meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, expressing consent or dissent
without a meeting or otherwise. Every proxy shall be executed
in writing by the stockholder or by his duly authorized
attorney-in-fact and filed with the Secretary of the
corporation. No unrevoked proxy shall be valid after eleven
months from the date of its execution, unless a longer time is
expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance
of any meeting, may, but need not, appoint one or more
inspectors to act at the meeting or any adjournment thereof. If
an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each inspector,
if any, before entering upon the discharge of his duties, shall
take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors, if any, shall
determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of
a quorum and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents,
determine the result and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting or any
stockholder, the inspector or inspectors, if any, shall make a
report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact
found by him or them.
- VOTING. Each share of stock shall entitle the
holder thereof to one vote, except in the election of directors,
at which each said vote may be cast for as many persons as there
are directors to be elected. Except for election of directors,
a majority of the votes cast at a meeting of stockholders, duly
called and at which a quorum is present, shall be sufficient to
take or authorize action upon any matter which may come before a
meeting, unless more than a majority of votes cast is required
by the corporation's Articles of Incorporation. A plurality of
all the votes cast at a meeting at which a quorum is present
shall be sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of
a meeting of stockholders (but not to vote thereat) have waived
in writing any rights which they may have to dissent from such
action and such consent and waiver are filed with the records of
the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and
affairs of the corporation shall be managed under the direction
of a Board of Directors. The use of the phrase "entire board"
herein refers to the total number of directors which the
corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be
a natural person of full age. A director need not be a
stockholder, a citizen of the United States or a resident of the
State of Maryland. The initial Board of Directors shall consist
of two persons. Thereafter, the number of directors
constituting the entire board shall never be less than three or
the number of stockholders, whichever is less. At any regular
meeting or at any special meeting called for that purpose, a
majority of the entire Board of Directors may increase or
decrease the number of directors, provided that the number
thereof shall never be less than three or the number of
stockholders, whichever is less, nor more than eleven and
further provided that the tenure of office of a director shall
not be affected by any decrease in the number of directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the directors named in the Articles of
Incorporation and shall hold office until the first meeting of
stockholders or until their successors have been elected and
qualified. Thereafter, directors who are elected at a meeting
of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold
office until their successors have been elected and qualified.
Newly created directorships and any vacancies in the Board of
Directors, other than vacancies resulting from the removal of
directors by the stockholders, may be filled by the Board of
Directors, subject to the provisions of the Investment Company
Act of 1940. Newly created directorships filled by the Board of
Directors shall be by action of a majority of the entire Board
of Directors. All other vacancies to be filled by the Board of
Directors may be filled by a majority of the remaining members
of the Board of Directors, although such majority is less than a
quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular
meetings for which the time and place have been fixed. Special
meetings may be called by or at the direction of the President
or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of
directors or any committee thereof is required to be given under
the provisions of the General Corporation Law or of these
by-laws, a waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with the
records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting shall be deemed
equivalent to the giving of such notice to such director or such
committee member.
- QUORUM AND ACTION. A majority of the entire Board
of Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein
otherwise provided and, except as in the General Corporation Law
otherwise provided, the action of a majority of the directors
present at a meeting at which a quorum is present shall be the
action of the Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the
Board, if any and if present and acting, or the President or any
other director chosen by the Board, shall preside at all
meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders,
who may elect a successor or successors to fill any resulting
vacancy or vacancies for the unexpired term of the removed
director or directors.
6. COMMITTEES. The Board of Directors may appoint
from among its members an Executive Committee and other
committees composed of two or more directors and may delegate to
such committee or committees, in the intervals between meetings
of the Board of Directors, any or all of the powers of the Board
of Directors in the management of the business and affairs of
the corporation, except the power to amend the by-laws, to
approve any consolidation, merger, share exchange or transfer of
assets, to declare dividends, to issue stock or to recommend to
stockholders any action requiring the stockholders' approval.
In the absence of any member of any such committee, the members
thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in
the place of such absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in
person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall
be elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of
Directors shall authorize from time to time. Any two or more
offices, except those of President and Vice President, may be
held by the same person, but no person shall execute,
acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation
Law is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal
office in the State of Maryland prescribed by the General
Corporation Law or at the business office or an agency of the
corporation, an original or duplicate stock ledger containing
the names and addresses of all stockholders and the number of
shares of each class held by each stockholder. Such stock
ledger may be in written form or any other form capable of being
converted into written form within a reasonable time for visual
inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the
by-laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the
name of the corporation and shall be in such form and contain
such other words and/or figures as the Board of Directors shall
determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
Notwithstanding any provision in the General
Corporation Law or the corporation's Articles of Incorporation:
In the event that a claim for indemnification is
asserted by a director, officer or controlling person
of the corporation in connection with the registered
securities of the corporation, the corporation will
not make such indemnification unless (i) the
corporation has submitted, before a court or other
body, the question of whether the person to be
indemnified was liable by reason of wilful
misfeasance, bad faith, gross negligence, or reckless
disregard of duties, and has obtained a final decision
on the merits that such person was not liable by
reason of such conduct or (ii) in the absence of such
decision, the corporation shall have obtained a
reasonable determination, based upon a review of the
facts, that such person was not liable by virtue of
such conduct, by (a) the vote of a majority of
directors who are neither interested persons as such
term is defined in the Investment Company Act of 1940,
nor parties to the proceeding or (b) an independent
legal counsel in a written opinion.
The corporation will not advance attorneys' fees
or other expenses incurred by the person to be
indemnified unless the corporation shall have (i)
received an undertaking by or on behalf of such person
to repay the advance unless it is ultimately
determined that such person is entitled to
indemnification and one of the following conditions
shall have occurred: (x) such person shall provide
security for his undertaking, (y) the corporation
shall be insured against losses arising by reason of
any lawful advances or (z) a majority of the
disinterested, non-party directors of the corporation,
or an independent legal counsel in a written opinion,
shall have determined that based on a review of
readily available facts there is reason to believe
that such person ultimately will be found entitled to
indemnification.
As amended, July 19, 1989
MANAGEMENT AGREEMENT
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
August 24, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its charter documents and in
its Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board. The Fund
desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of the Fund's
portfolio in accordance with the Fund's investment objectives and
policies as stated in its Prospectus and Statement of Additional
Information as from time to time in effect. In connection
therewith, you will obtain and provide investment research and
will supervise the Fund's investments and conduct a continuous
program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. You will furnish to the Fund
such statistical information, with respect to the investments
which the Fund may hold or contemplate purchasing, as the Fund
may reasonably request. The Fund wishes to be informed of
important developments materially affecting its portfolio and
shall expect you, on your own initiative, to furnish to the Fund
from time to time such information as you may believe appropriate
for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares;
and generally assist in all aspects of the Fund's operations.
You shall have the right, at your expense, to engage other
entities to assist you in performing some or all of the
obligations set forth in this paragraph, provided each such
entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as
if you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund agrees
as an inducement to your undertaking the same that you shall not
be liable hereunder for any error of judgment or mistake of law
or for any loss suffered by the Fund, provided that nothing
herein shall be deemed to protect or purport to protect you
against any liability to the Fund or to its security holders to
which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the annual rate of .50 of 1% of the value of
the Fund's average daily net assets. Net asset value shall be
computed on such days and at such time or times as described in
the Fund's then-current Prospectus and Statement of Additional
Information. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be pro-
rated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to you, the
value of the Fund's net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by
you. The expenses to be borne by the Fund include, without
limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid
on securities sold short, brokerage fees and commissions, if any,
fees of Board members who are not your officers, directors or
employees or holders of 5% or more of your outstanding voting
securities, Securities and Exchange Commission fees and state
Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
stockholders, costs of stockholders' reports and meetings, and
any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent of
the necessary state securities commissions, extraordinary
expenses) exceed 1-1/2% of the average value of the Fund's net
assets for the fiscal year, the Fund may deduct from the fees to
be paid hereunder, or you will bear, such excess expense. Your
obligation pursuant hereto will be limited to the amount of your
fees hereunder. Such deduction or payment, if any, will be
estimated daily, and reconciled and effected or paid, as the case
may be, on a monthly basis.
The Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your so acting,
provided that when the purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the
size of the position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or from
reckless disregard by you of your obligations and duties under
this Agreement. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an
officer, Board member, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee or agent or one under your control or direction even
though paid by you.
This Agreement shall continue until October 31, 1994,
and thereafter shall continue automatically for successive annual
periods ending on October 31st of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Board or (ii) vote of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting
securities, provided that in either event its continuance also is
approved by a majority of the Fund's Board members who are not
"interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This Agreement is
terminable without penalty, on 60 days' notice, by the Fund's
Board or by vote of holders of a majority of the Fund's shares
or, upon not less than 90 days' notice, by you. This Agreement
also will terminate automatically in the event of its assignment
(as defined in said Act).
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
GENERAL GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:____________________________
DISTRIBUTION AGREEMENT
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments hereinafter contained, the above-named investment company
(the "Fund") has agreed that you shall be, for the period of
this agreement, the distributor of (a) shares of each Series of
the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement and prospectus then in effect under the Securities Act
of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with securities
dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.
1.3 You shall act as distributor of Shares in
compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that nothing
contained herein shall be deemed to require the Fund to pay any
of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of
Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's
books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings
statements prepared by the Fund, (c) a monthly itemized list of
the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition
as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amend-
ment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of Shares. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person
who controls you within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which you, your officers and directors, or any such con-
trolling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or
necessary to make the statements in either thereof not
misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such control-
ling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's
agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned
upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its address set forth above within ten days after
the summons or other first legal process shall have been served.
The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing
chosen by the Fund and approved by you. In the event the Fund
elects to assume the defense of any such suit and retain counsel
of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund
or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, and any person who con-
trols the Fund within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration
statement or in the corresponding statements made in the pro-
spectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with
such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of
any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the
Fund under any of the provisions of this agreement and no orders
for the purchase or sale of such Shares hereunder shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amend-
ments thereto shall be suspended under any of the provisions of
the Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of
the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the effectiveness of the registration statement or pro-
spectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth
in the Fund's then-current prospectus. The offering price, if
not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent
deferred sales charge in respect of the Shares. Any payments to
dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is
approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date
hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of
its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you
shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under this
agreement may not devote their full time to such service and
nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by
signing below, whereupon it shall become a binding agreement
between us.
Very truly yours,
GENERAL GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________________ EXHIBIT A
Reapproval Date Reapproval Day
October 31, 1995 October 31st
BANK AGREEMENT
(Fully Disclosed Basis)
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We are a "bank" (as such term is defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") ). We
desire to make available to our customers shares of beneficial interest or
common stock of open-end registered investment companies managed,
advised or administered by The Dreyfus Corporation or its subsidiaries or
affiliates (hereinafter referred to individually as a "Fund" and collectively
as the "Funds"). You are the principal underwriter (as such term is defined
in the Investment Company Act of 1940, as amended) of the offering of
shares of the Funds and the exclusive agent for the continuous distribution
of such shares pursuant to the terms of a Distribution Agreement between
you and each Fund. Unless the context otherwise requires, as used herein
the term "Prospectus" shall mean the prospectus and related statement of
additional information ("Statement of Additional Information")
incorporated therein by reference (as amended and supplemented) of each
of the respective Funds included in the then currently effective
registration statement (or post-effective amendment thereto) of each
such Fund, as filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Registration Statement").
In consideration for the mutual covenants contained herein, it is hereby
agreed that our respective rights and obligations shall be as follows:
1. With respect to any and all transactions in the shares of any Fund
pursuant to this Agreement, it is understood and agreed in each case that:
(a) we shall be acting solely as agent for the account of our customer; (b)
each transaction shall be initiated solely upon the order of our customer;
(c) you shall execute transactions only upon receiving instructions from
us acting as agent for our customer; (d) as between us and our customer,
our customer will have full beneficial ownership of all Fund shares; and
(e) each transaction shall be for the account of our customer and not for
our account. Each transaction shall be without recourse to us provided
that we act in accordance with the terms of this Agreement. We represent
and warrant to you that we will have full right, power and authority to
effect transactions (including, without limitation, any purchases,
exchanges and redemptions) in Fund shares on behalf of all customer
accounts provided by us to you or to any transfer agent as such term is
defined in the Prospectus of each Fund (the "Transfer Agent").
2. All orders for the purchase of any Fund shares shall be executed at
the then current public offering price per share (i.e., the net asset value
per share plus the applicable sales charge, if any) and all orders for the
redemption of any Fund shares shall be executed at the net asset value per
share less the applicable deferred sales charge, redemption fee or similar
charge or fee, if any, in each case as described in the Prospectus of such
Fund. The minimum initial purchase order and minimum subsequent
purchase order shall be as set forth in the Prospectus of such Fund. All
orders are subject to acceptance or rejection by you at your sole
discretion. Unless otherwise mutually agreed in writing, each transaction
shall be promptly confirmed in writing directly to the customer on a fully
disclosed basis and a copy of each confirmation shall be sent
simultaneously to us. You reserve the right, at your discretion and without
notice, to suspend the sale of shares or withdraw entirely the sale of
shares of any or all of the Funds.
3. In ordering shares of any Fund, we shall rely solely and conclusively
on the representations contained in the Prospectus of such Fund. We agree
that we shall not make shares of any Fund available to our customers
except in compliance with all applicable federal and state laws, and the
rules, regulations and requirements of applicable regulatory agencies or
authorities. We agree that we shall not purchase any Fund shares, as agent
for any customer, unless we deliver or cause to be delivered to such
customer, at or prior to the time of such purchase, a copy of the
Prospectus of such Fund, or unless such customer has acknowledged
receipt of the Prospectus of such Fund. We further agree to obtain from
each customer for whom we act as agent for the purchase of Fund shares
any taxpayer identification number certification and such other
information as may be required from time to time under the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations
promulgated thereunder, and to provide you or your designee with timely
written notice of any failure to obtain such taxpayer identification
number certification or other information in order to enable the
implementation of any required withholding. We will be responsible for
the proper instruction and training of all sales personnel employed by us.
Unless otherwise mutually agreed in writing, you shall deliver or cause to
be delivered to each of the customers who purchases shares of any of the
Funds through us pursuant to this Agreement copies of all annual and
interim reports, proxy solicitation materials and any other information
and materials relating to such Funds and prepared by or on behalf of you,
the Fund or its investment adviser, custodian, Transfer Agent or dividend
disbursing agent for distribution to each such customer. You agree to
supply us with copies of the Prospectus, Statement of Additional
Information, annual reports, interim reports, proxy solicitation materials
and any such other information and materials relating to each Fund in
reasonable quantities upon request.
4. We shall not make any representations concerning any Fund shares
other than those contained in the Prospectus of such Fund or in any
promotional materials or sales literature furnished to us by you or the
Fund. We shall not furnish or cause to be furnished to any person or display
or publish any information or materials relating to any Fund (including,
without limitation, promotional materials and sales literature,
advertisements, press releases, announcements, statements, posters,
signs or other similar materials), except such information and materials
as may be furnished to us by you or the Fund, and such other information
and materials as may be approved in writing by you. In making Fund shares
available to our customers hereunder, or in providing investment advice
regarding such shares to our customers, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of Nondeposit
Investment Products issued by The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as in force
at the time such services are provided.
5. In determining the amount of any reallowance payable to us
hereunder, you reserve the right to exclude any sales which you reasonably
determine are not made in accordance with the terms of the applicable
Fund Prospectuses or the provisions of this Agreement.
6. (a) In the case of any Fund shares sold with a sales charge,
customers may be entitled to a reduction in sales charge on purchases
made under a letter of intent ("Letter of Intent") in accordance with the
Fund Prospectus. In such case, our reallowance will be paid based upon the
reduced sales charge, but an adjustment will be made as described in the
Prospectus of the applicable Fund to reflect actual purchases of the
customer if he should fail to fulfill his Letter of Intent. The sales charge
and/or reallowance may be changed at any time in your sole discretion
upon written notice to us.
(b) Subject to and in accordance with the terms of the Prospectus of
each Fund sold with a sales charge, a reduced sales charge may be
applicable with respect to customer accounts through a right of
accumulation under which customers are permitted to purchase shares of
a Fund at the then current public offering price per share applicable to the
total of (i) the dollar amount of shares then being purchased plus (ii) an
amount equal to the then current net asset value or public offering price
originally paid per share, whichever is higher, of the customer's combined
holdings of the shares of such Fund and of any other open-end registered
investment company as may be permitted by the applicable Fund
Prospectus. In such case, we agree to furnish to you or the Transfer Agent
sufficient information to permit your confirmation of qualification for a
reduced sales charge, and acceptance of the purchase order is subject to
such confirmation.
(c) With respect to Fund shares sold with a sales charge, we agree to
advise you promptly at your request as to amounts of any and all
purchases of Fund shares made by us, as agent for our customers,
qualifying for a reduced sales charge.
(d) Exchanges (i.e., the investment of the proceeds from the
liquidation of shares of one open-end registered investment company
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates in the shares of another open-end registered
investment company managed, advised or administered by The Dreyfus
Corporation or its subsidiaries or affiliates) shall, where available, be
made subject to and in accordance with the terms of each Fund's
Prospectus.
(e) Unless at the time of transmitting an order we advise you to the
contrary, the shares ordered will be deemed to be the total holdings of the
specified customer.
7. Subject to and in accordance with the terms of each Fund Prospectus
and Service Plan, Shareholder Services Plan, Distribution Plan or other
similar plan, if any, we understand that you may pay to certain financial
institutions, securities dealers and other industry professionals with
which you have entered into an agreement in substantially the form
annexed hereto as Appendix A, B, or C (or such other form as may be
approved from time to time by the board of directors or trustees or
managing general partners of the Fund) such fees as may be determined by
you in accordance with such agreement for shareholder, administrative or
distribution-related services as described therein.
8. The procedures relating to all orders and the handling thereof will
be subject to the terms of the Prospectus of each Fund and your written
instructions to us from time to time. No conditional orders will be
accepted. We agree to place orders with you immediately for the same
number of shares and at the same price as any orders we receive from our
customers. We shall not withhold placing orders received from customers
so as to profit ourselves as a result of such withholding by a change in the
net asset value from that used in determining the offering price to such
customers, or otherwise; provided, however, that the foregoing shall not
prevent the purchase of shares of any Fund by us for our own bona fide
investment. We agree that: (a) we shall not effect any transactions
(including, without limitation, any purchases, exchanges and redemptions)
in any Fund shares registered in the name of, or beneficially owned by, any
customer unless such customer has granted us full right, power and
authority to effect such transactions on such customer's behalf, and (b)
you, each Fund, the Transfer Agent and your and their respective officers,
directors, trustees, managing general partners, agents, employees and
affiliates shall not be liable for, and shall be fully indemnified and held
harmless by us from and against, any and all claims, demands, liabilities
and expenses (including, without limitation, reasonable attorneys' fees)
which may be incurred by you or any of the foregoing persons entitled to
indemnification from us hereunder arising out of or in connection with the
execution of any transactions in Fund shares registered in the name of, or
beneficially owned by, any customer in reliance upon any oral or written
instructions reasonably believed to be genuine and to have been given by or
on behalf of us.
9. (a) We agree to pay for purchase orders of any Fund shares placed by
us in accordance with the terms of the Prospectus of the applicable Fund.
On or before the settlement date of each purchase order for shares of any
Fund, we shall either (i) remit to an account designated by you with the
Transfer Agent an amount equal to the then current public offering price
of the shares of such Fund being purchased less our reallowance, if any,
with respect to such purchase order as determined by you in accordance
with the terms of the applicable Fund Prospectus, or (ii) remit to an
account designated by you with the Transfer Agent an amount equal to the
then current public offering price of the shares of such Fund being
purchased without deduction for our reallowance, if any, with respect to
such purchase order as determined by you in accordance with the terms of
the applicable Fund Prospectus, in which case our reallowance, if any,
shall be payable to us by you on at least a monthly basis. If payment for
any purchase order is not received in accordance with the terms of the
applicable Fund Prospectus, you reserve the right, without notice, to
cancel the sale and to hold us responsible for any loss sustained as a
result thereof.
(b) If any shares sold to us as agent for our customers under the
terms of this Agreement are sold with a sales charge and are redeemed
for the account of the Fund or are tendered for redemption within seven
(7) days after the date of purchase: (i) we shall forthwith refund to you
the full reallowance received by us on the sale; and (ii) you shall
forthwith pay to the Fund your portion of the sales charge on the sale
which had been retained by you and shall also pay to the Fund the amount
refunded by us.
10. Certificates for shares sold to us as agent for our customers
hereunder shall only be issued in accordance with the terms of each Fund's
Prospectus upon our customers' specific request and, upon such request,
shall be promptly delivered to our customers by the Transfer Agent unless
other arrangements are made by us. However, in making delivery of such
share certificates to our customers, the Transfer Agent shall have
adequate time to clear any checks drawn for the payment of Fund shares.
11. We hereby represent and warrant to you that: (a) we are a "bank" as
such term is defined in Section 3(a)(6) of the Exchange Act; (b) we are a
duly organized and validly existing "bank" in good standing under the laws
of the jurisdiction in which we were organized; (c) all authorizations (if
any) required for our lawful execution of this Agreement and our
performance hereunder have been obtained; and (d) upon execution and
delivery by us, and assuming due and valid execution and delivery by you,
this Agreement will constitute a valid and binding agreement, enforceable
against us in accordance with its terms. We agree to give written notice
to you promptly in the event that we shall cease to be a "bank" as such
term is defined in Section 3(a)(6) of the Exchange Act. In such event, this
Agreement shall be automatically terminated upon such written notice.
12. You agree to inform us, upon our request, as to the states in which
you believe the shares of the Funds have been qualified for sale under, or
are exempt from the requirements of, the respective securities laws of
such states, but you shall have no obligation or responsibility as to our
right to make shares of any Funds available to our customers in any
jurisdiction. We agree to comply with all applicable federal and state
laws, rules, regulations and requirements relating to the performance of
our duties and responsibilities hereunder.
13. (a) You agree to indemnify, defend and hold us, our several officers
and directors, and any person who controls us within the meaning of
Section 15 of the Securities Act of 1933, as amended, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
we, our officers and directors, or any such controlling person, may incur
under the Securities Act of 1933, as amended, or under common law or
otherwise, arising out of or based upon (i) any breach of any
representation, warranty or covenant made by you herein, or (ii) any
failure by you to perform your obligations as set forth herein, or (iii) any
untrue statement, or alleged untrue statement, of a material fact
contained in any Registration Statement or any Prospectus, or arising out
of or based upon any omission, or alleged omission, to state a material
fact required to be stated in either any Registration Statement or any
Prospectus, or necessary to make the statements in any thereof not
misleading; provided, however, that your agreement to indemnify us, our
officers and directors, and any such controlling person shall not be
deemed to cover any claims, demands, liabilities or expenses arising out
of any untrue statement or alleged untrue statement or omission or
alleged omission made in any Registration Statement or Prospectus in
reliance upon and in conformity with written information furnished to you
or the Fund by us specifically for use in the preparation thereof. Your
agreement to indemnify us, our officers and directors, and any such
controlling person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against our officers or directors, or any
such controlling person, such notification to be given by letter or by
telecopier, telex, telegram or similar means of same day delivery received
by you at your address as specified in Paragraph 18 of this Agreement
within seven (7) days after the summons or other first legal process shall
have been served. The failure so to notify you of any such action shall not
relieve you from any liability which you may have to the person against
whom such action is brought by reason of any such breach, failure or
untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of your indemnity agreement contained in this
Paragraph 13(a). You will be entitled to assume the defense of any suit
brought to enforce any such claim, demand, liability or expense. In the
event that you elect to assume the defense of any such suit and retain
counsel, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case you
do not elect to assume the defense of any such suit, you will reimburse us,
our officers and directors, or any controlling persons named as defendants
in such suit, for the fees and expenses of any counsel retained by us or
them. Your indemnification agreement contained in this Paragraph 13(a)
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any person entitled to
indemnification pursuant to this Paragraph 13(a), and shall survive the
delivery of any Fund shares and termination of this Agreement. This
agreement of indemnity will inure exclusively to the benefit of the
persons entitled to indemnification from you pursuant to this Agreement
and their respective estates, successors and assigns.
(b) We agree to indemnify, defend and hold you and your several
officers and directors, and each Fund and its several officers and
directors or trustees or managing general partners, and any person who
controls you and/or each Fund within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which you and your several
officers and directors, or the Fund and its officers and directors or
trustees or managing general partners, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law
or otherwise, arising out of or based upon (i) any breach of any
representation, warranty or covenant made by us herein, or (ii) any failure
by us to perform our obligations as set forth herein, or (iii) any untrue, or
alleged untrue, statement of a material fact contained in the information
furnished in writing by us to you or any Fund specifically for use in such
Fund's Registration Statement or Prospectus, or used in the answers to
any of the items of the Registration Statement or in the corresponding
statements made in the Prospectus, or arising out of or based upon any
omission, or alleged omission, to state a material fact in connection with
such information furnished in writing by us to you or the Fund and required
to be stated in such answers or necessary to make such information not
misleading. Our agreement to indemnify you and your officers and
directors, and the Fund and its officers and directors or trustees, and any
such controlling person, as aforesaid, is expressly conditioned upon our
being notified of any action brought against any person or entity entitled
to indemnification hereunder, such notification to be given by letter or by
telecopier, telex, telegram or similar means of same day delivery received
by us at our address as specified in Paragraph 18 of this Agreement
within seven (7) days after the summons or other first legal process shall
have been served. The failure so to notify us of any such action shall not
relieve us from any liability which we may have to you or your officers
and directors, or the Fund or its officers and directors or trustees or
managing general partners, or to any such controlling person, by reason of
any such breach, failure or untrue, or alleged untrue, statement or
omission, or alleged omission, otherwise than on account of our indemnity
agreement contained in this Paragraph 13(b). Our indemnification
agreements contained in Paragraph 8 above, Paragraph 16 below and this
Paragraph 13(b) shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any person entitled
to indemnification pursuant to Paragraph 8 above, Paragraph 16 below or
this Paragraph 13(b), and shall survive the delivery of any Fund shares and
termination of this Agreement. Such agreements of indemnity will inure
exclusively to the benefit of the persons entitled to indemnification
hereunder and their respective estates, successors and assigns.
14. The names and addresses and other information concerning our
customers are and shall remain our sole property, and neither you nor your
affiliates shall use such names, addresses or other information for any
purpose except in connection with the performance of your duties and
responsibilities hereunder and except for servicing and informational
mailings relating to the Funds. Notwithstanding the foregoing, this
Paragraph 14 shall not prohibit you or any of your affiliates from utilizing
for any purpose the names, addresses or other information concerning any
of our customers if such names, addresses or other information are
obtained in any manner other than from us pursuant to this Agreement. The
provisions of this Paragraph 14 shall survive the termination of this
Agreement.
15. We agree to serve as a service agent, in accordance with the terms
of the Form of Service Agreement annexed hereto as Appendix A, Form of
Shareholder Services Agreement annexed hereto as Appendix B, and/or
Form of Distribution Plan Agreement annexed hereto as Appendix C, as
applicable, for all of our customers who purchase shares of any and all
Funds whose Prospectuses provide therefor. By executing this Agreement,
each of the parties hereto agrees to be bound by all terms, conditions,
rights and obligations set forth in the forms of agreements annexed hereto
and further agrees that such forms of agreement supersede any and all
prior service agreements or other similar agreements between the parties
hereto, relating to any Fund or Funds. It is recognized that certain parties
may not be permitted to collect distribution fees under the Form of
Distribution Plan Agreement annexed hereto, and if we are such a party,
we will not collect such fees.
16. By completing the Expedited Redemption Information Form annexed
hereto as Appendix D, we agree that you, each Fund with respect to which
you permit us to exercise an expedited redemption privilege, the Transfer
Agent of each such Fund, and your and their respective officers, directors
or trustees or managing general partners, agents, employees and affiliates
shall not be liable for and shall be fully indemnified and held harmless by
us from and against any and all claims, demands, liabilities and expenses
(including, without limitation, reasonable attorneys' fees) arising out of
or in connection with any expedited redemption payments made in reliance
upon the information set forth in such Appendix D.
17. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an
exclusive arrangement, or to create a partnership, association or joint
venture between you and us. Neither party hereto shall be, act as, or
represent itself as, the agent or representative of the other, nor shall
either party have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied, against or in the
name of, or on behalf of, the other party. This Agreement is not intended
to, and shall not, create any rights against either party hereto by any third
party solely on account of this Agreement. Neither party hereto shall use
the name of the other party in any manner without the other party's prior
written consent, except as required by any applicable federal or state law,
rule, regulation or requirement, and except pursuant to any promotional
programs mutually agreed upon in writing by the parties hereto.
18. Except as otherwise specifically provided herein, all notices
required or permitted to be given pursuant to this Agreement shall be
given in writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, or by telecopier, telex, telegram or similar means of same day
delivery (with a confirming copy by mail as provided herein). Unless
otherwise notified in writing, all notices to you shall be given or sent to
you at your offices, located at One Exchange Place, Tenth Floor, Boston, MA
02109, Attn: President (with a copy to the same address, Attention:
General Counsel), and all notices to us shall be given or sent to us at our
address shown below.
19. This Agreement shall become effective only when accepted and
signed by you, and may be terminated at any time by either party hereto
upon 15 days' prior written notice to the other party. This Agreement may
be amended by you upon 15 days' prior written notice to us, and such
amendment shall be deemed accepted by us upon the placement of any
order for the purchase of Fund shares or the acceptance of a fee payable
under this Agreement, including the Appendices hereto, after the effective
date of any such amendment. This Agreement may not be assigned by us
without your prior written consent. This Agreement constitutes the entire
agreement and understanding between the parties hereto relating to the
subject matter hereof and supersedes any and all prior agreements
between the parties hereto relating to the subject matter hereof.
20. 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 conflicts of laws.
Very truly yours,
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Bank Name (Please Print or Type)
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Address
Date: --------------------------------- By:----------------------------------
Authorized Signature
NOTE: Please sign and return both copies of this Agreement to Premier
Mutual Fund Services, Inc. Upon acceptance one countersigned copy will be
returned to you for your files.
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
Date: --------------------------------- By:----------------------------------
Authorized Signature
APPENDIX A
TO BANK AGREEMENT
FORM OF SERVICE AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a federally chartered and supervised bank or other
banking organization, you recognize that we may be subject to the
provisions of the Glass-Steagall Act and other laws, rules, regulations or
requirements governing, among other things, the conduct of our activities.
As such, we are restricted in the activities we may undertake and for
which we may be paid and, therefore, intend to perform only those
activities as are consistent with our statutory and regulatory obligations.
We represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a federally supervised bank or thrift institution, we
agree that, in providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of Nondeposit
Investment Products issued by The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as in force
at the time such services are provided. We shall have no authority to act
as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. For all Funds as to which Board approval of this Agreement
is required, such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. For any Fund as to which Board approval of this
Agreement is required, this Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. As to all Funds, this
Agreement is terminable without penalty upon 15 days' notice by either
party. In addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the shareholder servicing and administrative
functions contemplated herein by you as to any or all of the Funds, this
Agreement shall be terminable effective upon receipt of notice thereof by
us. This Agreement also shall terminate automatically in the event of its
assignment (as defined in the Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Service Plan adopted pursuant to
Rule 12b-1 under the Act, and Prospectus and related Statement of
Additional Information. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and such Plan are
in effect. We agree that no Director, officer or shareholder of the Fund
shall be liable individually for the performance of the obligations
hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
BANK AFFILIATED BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We are a broker-dealer registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We desire to make available to our customers shares of
beneficial interest or common stock of open-end registered investment
companies managed, advised or administered by The Dreyfus Corporation
or its subsidiaries or affiliates (hereinafter referred to individually as a
"Fund" and collectively as the "Funds"). You are the principal underwriter
(as such term is defined in the Investment Company Act of 1940, as
amended) of the offering of shares of the Funds and the exclusive agent
for the continuous distribution of such shares pursuant to the terms of a
Distribution Agreement between you and each Fund. Unless the context
otherwise requires, as used herein the term "Prospectus" shall mean the
prospectus and related statement of additional information (the
"Statement of Additional Information") incorporated therein by reference
(as amended or supplemented) of each of the respective Funds included in
the then currently effective registration statement (or post-effective
amendment thereto) of each such Fund, as filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended
(the "Registration Statement").
In consideration for the mutual covenants contained herein, it is hereby
agreed that our respective rights and obligations shall be as follows:
1. With respect to any and all transactions in the shares of any Fund
pursuant to this Agreement, it is understood and agreed in each case that:
(a) we shall be acting solely as agent for the account of our customer; (b)
each transaction shall be initiated solely upon the order of our customer;
(c) you shall execute transactions only upon receiving instructions from
us acting as agent for our customer; (d) as between us and our customer,
our customer will have full beneficial ownership of all Fund shares; and
(e) each transaction shall be for the account of our customer and not for
our account. We represent and warrant to you that we will have full right,
power and authority to effect transactions (including, without limitation,
any purchases, exchanges and redemptions) in Fund shares on behalf of all
customer accounts provided by us to you or to any transfer agent as such
term is defined in the Prospectus of each Fund (the "Transfer Agent").
2. All orders for the purchase of any Fund shares shall be executed at
the then current public offering price per share (i.e., the net asset value
per share plus the applicable sales charge, if any) and all orders for the
redemption of any Fund shares shall be executed at the net asset value per
share less the applicable deferred sales charge, redemption fee or similar
charge or fee, if any, in each case as described in the Prospectus of such
Fund. The minimum initial purchase order and minimum subsequent
purchase order shall be as set forth in the Prospectus of such Fund. All
orders are subject to acceptance or rejection by you at your sole
discretion. Unless otherwise mutually agreed in writing, each transaction
shall be promptly confirmed in writing directly to the customer on a fully
disclosed basis and a copy of each confirmation shall be sent
simultaneously to us. You reserve the right, at your discretion and without
notice, to suspend the sale of shares or withdraw entirely the sale of
shares of any or all of the Funds.
3. In ordering shares of any Fund, we shall rely solely and conclusively
on the representations contained in the Prospectus of such Fund. We agree
that we shall not make shares of any Fund available to our customers
except in compliance with all applicable federal and state laws, and the
rules, regulations, requirements and conditions of all applicable
regulatory and self-regulatory agencies or authorities. We agree that we
shall not purchase any Fund shares, as agent for any customer, unless we
deliver or cause to be delivered to such customer, at or prior to the time
of such purchase, a copy of the Prospectus of such Fund, or unless such
customer has acknowledged receipt of the Prospectus of such Fund. We
further agree to obtain from each customer for whom we act as agent for
the purchase of Fund shares any taxpayer identification number
certification and such other information as may be required from time to
time under the Internal Revenue Code of 1986, as amended (the "Code"),
and the regulations promulgated thereunder, and to provide you or your
designee with timely written notice of any failure to obtain such taxpayer
identification number certification or other information in order to enable
the implementation of any required withholding. We will be responsible
for the proper instruction and training of all sales personnel employed by
us. Unless otherwise mutually agreed in writing, you shall deliver or
cause to be delivered to each of the customers who purchases shares of
any of the Funds through us pursuant to this Agreement copies of all
annual and interim reports, proxy solicitation materials and any other
information and materials relating to such Funds and prepared by or on
behalf of you, the Fund or its investment adviser, custodian, Transfer
Agent or dividend disbursing agent for distribution to each such customer.
You agree to supply us with copies of the Prospectus, Statement of
Additional Information, annual reports, interim reports, proxy solicitation
materials and any such other information and materials relating to each
Fund in reasonable quantities upon request.
4. We shall not make any representations concerning any Fund shares
other than those contained in the Prospectus of such Fund or in any
promotional materials or sales literature furnished to us by you or the
Fund. We shall not furnish or cause to be furnished to any person or display
or publish any information or materials relating to any Fund (including,
without limitation, promotional materials and sales literature,
advertisements, press releases, announcements, statements, posters,
signs or other similar materials), except such information and materials
as may be furnished to us by you or the Fund, and such other information
and materials as may be approved in writing by you. In making Fund shares
available to our customers hereunder, or in providing investment advice
regarding such shares to our customers, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of Nondeposit
Investment Products issued by The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as in force
at the time such services are provided.
5. In determining the amount of any reallowance payable to us
hereunder, you reserve the right to exclude any sales which you reasonably
determine are not made in accordance with the terms of the applicable
Fund Prospectuses or the provisions of this Agreement.
6. (a) In the case of any Fund shares sold with a sales charge,
customers may be entitled to a reduction in the sales charge on purchases
made under a letter of intent ("Letter of Intent") in accordance with the
Fund Prospectus. In such a case, our reallowance will be paid based upon
the reduced sales charge, but an adjustment to the reallowance will be
made in accordance with the Prospectus of the applicable Fund to reflect
actual purchases of the customer if such customer's Letter of Intent is
not fulfilled. The sales charge and/or reallowance may be changed at any
time in your sole discretion upon written notice to us.
(b) Subject to and in accordance with the terms of the Prospectus of
each Fund sold with a sales charge, a reduced sales charge may be
applicable with respect to customer accounts through a right of
accumulation under which customers are permitted to purchase shares of
a Fund at the then current public offering price per share applicable to the
total of (i) the dollar amount of shares then being purchased plus (ii) an
amount equal to the then current net asset value or public offering price
originally paid per share, whichever is higher, of the customer's combined
holdings of the shares of such Fund and of any other open-end registered
investment company as may be permitted by the applicable Fund
Prospectus. In such case, we agree to furnish to you or the Transfer Agent
sufficient information to permit your confirmation of qualification for a
reduced sales charge, and acceptance of the purchase order is subject to
such confirmation.
(c) With respect to Fund shares sold with a sales charge, we agree to
advise you promptly at your request as to amounts of any and all
purchases of Fund shares made by us, as agent for our customers,
qualifying for a reduced sales charge.
(d) Exchanges (i.e., the investment of the proceeds from the
liquidation of shares of one open-end registered investment company
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates in the shares of another open-end registered
investment company managed, advised or administered by The Dreyfus
Corporation or its subsidiaries or affiliates) shall, where available, be
made subject to and in accordance with the terms of each relevant Fund's
Prospectus.
(e) Unless at the time of transmitting an order we advise you or the
Transfer Agent to the contrary, the shares ordered will be deemed to be
the total holdings of the specified customer.
7. Subject to and in accordance with the terms of each Fund Prospectus
and Service Plan, Shareholder Services Plan, Distribution Plan or other
similar plan, if any, we understand that you may pay to certain financial
institutions, securities dealers and other industry professionals with
which you have entered into an agreement in substantially the form
annexed hereto as Appendix A, B or C (or such other form as may be
approved from time to time by the board of directors, or trustees or
managing general partners of the Fund) such fees as may be determined by
you in accordance with such agreement for shareholder, administrative or
distribution-related services as described therein.
8. The procedures relating to all orders and the handling thereof will
be subject to the terms of the Prospectus of each Fund and your written
instructions to us from time to time. No conditional orders will be
accepted. We agree to place orders with you immediately for the same
number of shares and at the same price as any orders we receive from our
customers. We shall not withhold placing orders received from customers
so as to profit ourselves as a result of such withholding by a change in the
net asset value from that used in determining the offering price to such
customers, or otherwise; provided, however, that the foregoing shall not
prevent the purchase of shares of any Fund by us for our own bona fide
investment. We agree that: (a) we shall not effect any transactions
(including, without limitation, any purchases, exchanges and redemptions)
in any Fund shares registered in the name of, or beneficially owned by, any
customer unless such customer has granted us full right, power and
authority to effect such transactions on such customer's behalf, and (b)
you, each Fund, the Transfer Agent and your and their respective officers,
directors, trustees, managing general partners, agents, employees and
affiliates shall not be liable for, and shall be fully indemnified and held
harmless by us from and against, any and all claims, demands, liabilities
and expenses (including, without limitation, reasonable attorneys' fees)
which may be incurred by you or any of the foregoing persons entitled to
indemnification from us hereunder arising out of or in connection with the
execution of any transactions in Fund shares registered in the name of, or
beneficially owned by, any customer in reliance upon any oral or written
instructions reasonably believed to be genuine and to have been given by or
on behalf of us.
9. (a) We agree to remit on behalf of our customers the purchase price
for purchase orders of any Fund shares placed by us in accordance with the
terms of the Prospectus of the applicable Fund. On or before the
settlement date of each purchase order for shares of any Fund, we shall
either (i) remit to an account designated by you with the Transfer Agent
an amount equal to the then current public offering price of the shares of
such Fund being purchased less our reallowance, if any, with respect to
such purchase order as determined by you in accordance with the terms of
the applicable Fund Prospectus, or (ii) remit to an account designated by
you with the Transfer Agent an amount equal to the then current public
offering price of the shares of such Fund being purchased without
deduction for our reallowance, if any, with respect to such purchase order
as determined by you in accordance with the terms of the applicable Fund
Prospectus, in which case our reallowance, if any, shall be payable to us
by you on at least a monthly basis. If payment for any purchase order is
not received in accordance with the terms of the applicable Fund
Prospectus, you reserve the right, without notice, to cancel the sale and
to hold us responsible for any loss sustained as a result thereof.
(b) If any shares sold to us as agent for our customers under the
terms of this Agreement are sold with a sales charge and are redeemed
for the account of the Fund or are tendered for redemption within seven
(7) business days after the date of purchase: (i) we shall forthwith refund
to you the full reallowance received by us on the sale; and (ii) you shall
forthwith pay to the Fund your portion of the sales charge on the sale
which had been retained by you and shall also pay to the Fund the amount
refunded by us.
10. Certificates for shares sold to us as agent for our customers
hereunder shall only be issued in accordance with the terms of each Fund's
Prospectus upon our customers' specific request and, upon such request,
shall be promptly delivered to our customers by the Transfer Agent unless
other arrangements are made by us. However, in making delivery of such
share certificates to our customers, the Transfer Agent shall have
adequate time to clear any checks drawn for the payment of Fund shares.
11. Each party hereby represents and warrants to the other party that:
(a) it is a corporation, partnership or other entity duly organized and
validly existing in good standing under the laws of the jurisdiction in
which it was organized; (b) it is duly registered as a broker-dealer with
the Securities and Exchange Commission and, to the extent required, with
applicable state agencies or authorities having jurisdiction over
securities matters, and it is a member of the National Association of
Securities Dealers, Inc. (the "NASD"); (c) it will comply with all applicable
federal and state laws, and the rules, regulations, requirements and
conditions of all applicable regulatory and self-regulatory agencies or
authorities in the performance of its duties and responsibilities
hereunder; (d) the execution and delivery of this Agreement and the
performance of the transactions contemplated hereby have been duly
authorized by all necessary action, and all other authorizations and
approvals (if any) required for its lawful execution and delivery of this
Agreement and its performance hereunder have been obtained; and (e) upon
execution and delivery by it, and assuming due and valid execution and
delivery by the other party, this Agreement will constitute a valid and
binding agreement, enforceable in accordance with its terms. Each party
agrees to provide the other party with such information and access to
appropriate records as may be reasonably required to verify its
compliance with the provisions of this Agreement.
12. You agree to inform us, upon our request, as to the states in which
you believe the shares of the Funds have been qualified for sale under, or
are exempt from the requirements of, the respective securities laws of
such states, but you shall have no obligation or responsibility as to our
right to make shares of any Funds available to our customers in any
jurisdiction. We agree to notify you immediately in the event of (a) our
expulsion or suspension from the NASD, or (b) our violation of any
applicable federal or state law, rule, regulation, requirement or condition
arising out of or in connection with this Agreement, or which may
otherwise affect in any material way our ability to act in accordance with
the terms of this Agreement. Our expulsion from the NASD will
automatically terminate this Agreement immediately without notice. Our
suspension from the NASD for violation of any applicable federal or state
law, rule, regulation, requirement or condition will terminate this
Agreement effective immediately upon your written notice of termination
to us.
13. (a) You agree to indemnify, defend and hold us, our several officers
and directors, and any person who controls us within the meaning of
Section 15 of the Securities Act of 1933, as amended, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
we, our officers and directors, or any such controlling person, may incur
under the Securities Act of 1933, as amended, or under common law or
otherwise, arising out of or based upon (i) any breach of any
representation, warranty or covenant made by you herein, or (ii) any
failure by you to perform your obligations as set forth herein, or (iii) any
untrue statement, or alleged untrue statement, of a material fact
contained in any Registration Statement or any Prospectus, or arising out
of or based upon any omission, or alleged omission, to state a material
fact required to be stated in either any Registration Statement or any
Prospectus, or necessary to make the statements in any thereof not
misleading; provided, however, that your agreement to indemnify us, our
officers and directors, and any such controlling person shall not be
deemed to cover any claims, demands, liabilities or expenses arising out
of any untrue statement or alleged untrue statement or omission or
alleged omission made in any Registration Statement or Prospectus in
reliance upon and in conformity with written information furnished to you
or the Fund by us specifically for use in the preparation thereof. Your
agreement to indemnify us, our officers and directors, and any such
controlling person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against our officers or directors, or any
such controlling person, such notification to be given by letter or by
telecopier, telex, telegram or similar means of same day delivery received
by you at your address as specified in Paragraph 18 of this Agreement
within seven (7) days after the summons or other first legal process shall
have been served. The failure so to notify you of any such action shall not
relieve you from any liability which you may have to the person against
whom such action is brought by reason of any such breach, failure or
untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of your indemnity agreement contained in this
Paragraph 13(a). You will be entitled to assume the defense of any suit
brought to enforce any such claim, demand, liability or expense. In the
event that you elect to assume the defense of any such suit and retain
counsel, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case you
do not elect to assume the defense of any such suit, you will reimburse us,
our officers and directors, and any controlling persons named as
defendants in such suit, for the fees and expenses of any counsel retained
by us and/or them. Your indemnification agreement contained in this
Paragraph 13(a) shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any person entitled
to indemnification pursuant to this Paragraph 13(a), and shall survive the
delivery of any Fund shares and termination of this Agreement. This
agreement of indemnity will inure exclusively to the benefit of the
persons entitled to indemnification from you pursuant to this Agreement
and their respective estates, successors and assigns.
(b) We agree to indemnify, defend and hold you and your several
officers and directors, and each Fund and its several officers and
directors or trustees or managing general partners, and any person who
controls you and/or each Fund within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which you and your several
officers and directors, or the Fund and its officers and directors or
trustees or managing general partners, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law
or otherwise, arising out of or based upon (i) any breach of any
representation, warranty or covenant made by us herein, or (ii) any failure
by us to perform our obligations as set forth herein, or (iii) any untrue, or
alleged untrue, statement of a material fact contained in the information
furnished in writing by us to you or any Fund specifically for use in such
Fund's Registration Statement or Prospectus, or used in the answers to
any of the items of the Registration Statement or in the corresponding
statements made in the Prospectus, or arising out of or based upon any
omission, or alleged omission, to state a material fact in connection with
such information furnished in writing by us to you or the Fund and required
to be stated in such answers or necessary to make such information not
misleading. Our agreement to indemnify you and your officers and
directors, and the Fund and its officers and directors or trustees or
managing general partners, and any such controlling person, as aforesaid,
is expressly conditioned upon our being notified of any action brought
against any person or entity entitled to indemnification hereunder, such
notification to be given by letter or by telecopier, telex, telegram or
similar means of same day delivery received by us at our address as
specified in Paragraph 18 of this Agreement within seven (7) days after
the summons or other first legal process shall have been served. The
failure so to notify us of any such action shall not relieve us from any
liability which we may have to you or your officers and directors, or to
the Fund or its officers and directors or trustees or managing general
partners, or to any such controlling person, by reason of any such breach,
failure or untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of our indemnity agreement contained
in this Paragraph 13(b). We will be entitled to assume the defense of any
suit brought to enforce any such claim, demand, liability or expense. In the
event that we elect to assume the defense of any such suit and retain
counsel, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case we
do not elect to assume the defense of any such suit, we will reimburse you
and your officers and directors, and the Fund and its officers and directors
or trustees or managing general partners, and any controlling persons
named as defendants in such suit, for the fees and expenses of any counsel
retained by you and/or them. Our indemnification agreements contained in
Paragraph 8 above, Paragraph 16 below and this Paragraph 13(b) shall
remain operative and in full force and effect regardless of any
investigation made by or on behalf of any person entitled to
indemnification pursuant to Paragraph 8 above, Paragraph 16 below or this
Paragraph 13(b), and shall survive the delivery of any Fund shares and
termination of this Agreement. Such agreements of indemnity will inure
exclusively to the benefit of the persons entitled to indemnification
hereunder and their respective estates, successors and assigns.
14. The names and addresses and other information concerning our
customers are and shall remain our sole property, and neither you nor your
affiliates shall use such names, addresses or other information for any
purpose except in connection with the performance of your duties and
responsibilities hereunder and except for servicing and informational
mailings relating to the Funds. Notwithstanding the foregoing, this
Paragraph 14 shall not prohibit you or any of your affiliates from utilizing
for any purpose the names, addresses or other information concerning any
of our customers if such names, addresses or other information are
obtained in any manner other than from us pursuant to this Agreement. The
provisions of this Paragraph 14 shall survive the termination of this
Agreement.
15. We agree to serve as a service agent or to provide distribution
assistance, in accordance with the terms of the Form of Service
Agreement annexed hereto as Appendix A, Form of Shareholder Services
Agreement annexed hereto as Appendix B, and/or Form of Distribution Plan
Agreement annexed hereto as Appendix C, as applicable, for all of our
customers who purchase shares of any and all Funds whose Prospectuses
provide therefor. By executing this Agreement, each of the parties hereto
agrees to be bound by all terms, conditions, rights and obligations set
forth in the forms of agreement annexed hereto and further agrees that
such forms of agreement supersede any and all prior service agreements
or other similar agreements between the parties hereto relating to any
Fund or Funds. It is recognized that certain parties may not be permitted
to collect distribution fees under the Form of Distribution Plan Agreement
annexed hereto, and if we are such a party, we will not collect such fees.
16. By completing the Expedited Redemption Information Form annexed
hereto as Appendix D, we agree that you, each Fund with respect to which
you permit us to exercise an expedited redemption privilege, the transfer
agent of each such Fund, and your and their respective officers, directors
or trustees or managing general partners, agents, employees and affiliates
shall not be liable for and shall be fully indemnified and held harmless by
us from and against any and all claims, demands, liabilities and expenses
(including, without limitation, reasonable attorneys' fees) arising out of
or in connection with any expedited redemption payments made in reliance
upon the information set forth in such Appendix D.
17. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an
exclusive arrangement, or to create a partnership, association or joint
venture between you and us. Neither party hereto shall be, act as, or
represent itself as, the agent or representative of the other, nor shall
either party have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied, against or in the
name of, or on behalf of, the other party. This Agreement is not intended
to, and shall not, create any rights against either party hereto by any third
party solely on account of this Agreement. Neither party hereto shall use
the name of the other party in any manner without the other party's prior
written consent, except as required by any applicable federal or state law,
rule, regulation, requirement or condition, and except pursuant to any
promotional programs mutually agreed upon in writing by the parties
hereto.
18. Except as otherwise specifically provided herein, all notices
required or permitted to be given pursuant to this Agreement shall be
given in writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, or by telecopier, telex, telegram or similar means of same day
delivery (with a confirming copy by mail as provided herein). Unless
otherwise notified in writing, all notices to you shall be given or sent to
you at your offices located at One Exchange Place, Tenth Floor, Boston, MA
02109, Attention: President (with a copy to the same address, Attention:
General Counsel), and all notices to us shall be given or sent to us at our
address shown below.
19. This Agreement shall become effective only when accepted and
signed by you, and may be terminated at any time by either party hereto
upon 15 days' prior written notice to the other party. This Agreement,
including the Appendices hereto, may be amended by you upon 15 days'
prior written notice to us, and such amendment shall be deemed accepted
by us upon the placement of any order for the purchase of Fund shares or
the acceptance of a fee payable under this Agreement, including the
Appendices hereto, after the effective date of any such amendment. This
Agreement may not be assigned by us without your prior written consent.
This Agreement constitutes the entire agreement and understanding
between the parties hereto relating to the subject matter hereof and
supersedes any and all prior agreements between the parties hereto
relating to the subject matter hereof.
20. 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 conflicts of laws.
Very truly yours,
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Bank Name (Please Print or Type)
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Address
Date: --------------------------------- By:----------------------------------
Authorized Signature
NOTE: Please sign and return both copies of this Agreement to Premier
Mutual Fund Services, Inc. Upon acceptance one countersigned copy will be
returned to you for your files.
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
Date: --------------------------------- By:----------------------------------
Authorized Signature
APPENDIX A
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a subsidiary or affiliate of a federally chartered and
supervised bank or other banking organization, you recognize that we may
be subject to the provisions of the Glass-Steagall Act and other laws,
rules, regulations or requirements governing, among other things, the
conduct of our activities. As such, we are restricted in the activities we
may undertake and for which we may be paid and, therefore, intend to
perform only those activities as are consistent with our statutory and
regulatory obligations. We represent and warrant to, and agree with you,
that the compensation payable to us hereunder, together with any other
compensation payable to us by clients in connection with the investment
of their assets in shares of the Funds, will be properly disclosed by us to
our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. For all Funds as to which Board approval of this Agreement
is required, such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. For any Fund as to which Board approval of this
Agreement is required, this Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. As to all Funds, this
Agreement is terminable without penalty upon 15 days' notice by either
party. In addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the shareholder servicing and administrative
functions contemplated herein by you as to any or all of the Funds, this
Agreement shall be terminable effective upon receipt of notice thereof by
us. This Agreement also shall terminate automatically in the event of its
assignment (as defined in the Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Service Plan adopted pursuant to
Rule 12b-1 under the Act, and Prospectus and related Statement of
Additional Information. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and such Plan are
in effect. We agree that no Director, officer or shareholder of the Fund
shall be liable individually for the performance of the obligations
hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We desire to enter into an Agreement with you for the sale of shares of
beneficial interest or common stock of open-end registered investment
companies managed, advised or administered by The Dreyfus Corporation
or its subsidiaries or affiliates (hereinafter referred to individually as a
"Fund" and collectively as the "Funds"), for which you are the principal
underwriter, as such term is defined in the Investment Company Act of
1940, as amended, and for which you are the exclusive agent for the
continuous distribution of shares pursuant to the terms of a Distribution
Agreement between you and each Fund. Unless the context otherwise
requires, as used herein the term "Prospectus" shall mean the prospectus
and related statement of additional information (the "Statement of
Additional Information") incorporated therein by reference (as amended or
supplemented) of each of the respective Funds included in the then
currently effective registration statement (or post-effective amendment
thereto) of each such Fund, as filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the
"Registration Statement").
In consideration for the mutual covenants contained herein, it is hereby
agreed that our respective rights and obligations shall be as follows:
1. In all sales of Fund shares to the public, we shall act as dealer for
our own account and in no transaction shall we have any authority to act
as agent for any Fund, for you or for any other dealer.
2. All orders for the purchase of any Fund shares shall be executed at
the then current public offering price per share (i.e., the net asset value
per share plus the applicable sales charge, if any) and all orders for the
redemption of any Fund shares shall be executed at the net asset value per
share, less the applicable deferred sales charge, redemption fee, or
similar charge or fee, if any, in each case as described in the Prospectus
of such Fund. The minimum initial purchase order and minimum subsequent
purchase order shall be as set forth in the Prospectus of such Fund. All
orders are subject to acceptance or rejection by you at your sole
discretion. Unless otherwise mutually agreed in writing, each transaction
shall be promptly confirmed in writing directly to the customer on a fully
disclosed basis and a copy of each confirmation shall be sent
simultaneously to us. You reserve the right, at your discretion and without
notice, to suspend the sale of shares or withdraw entirely the sale of
shares of any or all of the Funds.
3. In ordering shares of any Fund, we shall rely solely and conclusively
on the representations contained in the Prospectus of such Fund. We agree
that we shall not offer or sell shares of any Fund except in compliance
with all applicable federal and state securities laws, and the rules,
regulations, requirements and conditions of all applicable regulatory and
self-regulatory agencies or authorities. In connection with offers to sell
and sales of shares of each Fund, we agree to deliver or cause to be
delivered to each person to whom any such offer or sale is made, at or
prior to the time of such offer or sale, a copy of the Prospectus and, upon
request, the Statement of Additional Information of such Fund. We further
agree to obtain from each customer to whom we sell Fund shares any
taxpayer identification number certification and such other information
as may be required from time to time under the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations promulgated
thereunder, and to provide you or your designee with timely written notice
of any failure to obtain such taxpayer identification number certification
or other information in order to enable the implementation of any required
withholding. We will be responsible for the proper instruction and training
of all sales personnel employed by us. Unless otherwise mutually agreed
in writing, you shall deliver or cause to be delivered to each of the
customers who purchases shares of any of the Funds from or through us
pursuant to this Agreement copies of all annual and interim reports, proxy
solicitation materials and any other information and materials relating to
such Funds and prepared by or on behalf of you, the Fund or its investment
adviser, custodian, transfer agent or dividend disbursing agent for
distribution to each such customer. You agree to supply us with copies of
the Prospectus, Statement of Additional Information, annual reports,
interim reports, proxy solicitation materials and any such other
information and materials relating to each Fund in reasonable quantities
upon request.
4. We shall not make any representations concerning any Fund shares
other than those contained in the Prospectus of such Fund or in any
promotional materials or sales literature furnished to us by you or the
Fund. We shall not furnish or cause to be furnished to any person or display
or publish any information or materials relating to any Fund (including,
without limitation, promotional materials and sales literature,
advertisements, press releases, announcements, statements, posters,
signs or other similar materials), except such information and materials
as may be furnished to us by you or the Fund, and such other information
and materials as may be approved in writing by you.
5. In determining the amount of any dealer reallowance payable to us
hereunder, you reserve the right to exclude any sales which you reasonably
determine are not made in accordance with the terms of the applicable
Fund Prospectuses or the provisions of this Agreement.
6. (a) In the case of any Fund shares sold with a sales charge,
customers may be entitled to a reduction in the sales charge on purchases
made under a letter of intent ("Letter of Intent") in accordance with the
Fund Prospectus. In such a case, our dealer reallowance will be paid based
upon the reduced sales charge, but an adjustment to the dealer
reallowance will be made in accordance with the Prospectus of the
applicable Fund to reflect actual purchases of the customer if such
customer's Letter of Intent is not fulfilled. The sales charge and/or dealer
reallowance may be changed at any time in your sole discretion upon
written notice to us.
(b) Subject to and in accordance with the terms of the Prospectus of
each Fund sold with a sales charge, a reduced sales charge may be
applicable with respect to customer accounts through a right of
accumulation under which customers are permitted to purchase shares of
a Fund at the then current public offering price per share applicable to the
total of (i) the dollar amount of shares then being purchased plus (ii) an
amount equal to the then current net asset value or public offering price
originally paid per share, whichever is higher, of the customer's combined
holdings of the shares of such Fund and of any other open-end registered
investment company as may be permitted by the applicable Fund
Prospectus. In such case, we agree to furnish to you or the transfer agent,
as such term is defined in the Prospectus of each Fund (the "Transfer
Agent"), sufficient information to permit your confirmation of
qualification for a reduced sales charge, and acceptance of the purchase
order is subject to such confirmation.
(c) With respect to Fund shares sold with a sales charge, we agree to
advise you promptly at your request as to amounts of any and all sales by
us to the public qualifying for a reduced sales charge.
(d) Exchanges (i.e., the investment of the proceeds from the
liquidation of shares of one open-end registered investment company
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates in the shares of another open-end registered
investment company managed, advised or administered by The Dreyfus
Corporation or its subsidiaries or affiliates) shall, where available, be
made subject to and in accordance with the terms of each relevant Fund's
Prospectus.
(e) Unless at the time of transmitting an order we advise you or the
Transfer Agent to the contrary, the shares ordered will be deemed to be
the total holdings of the specified customer.
7. Subject to and in accordance with the terms of each Fund Prospectus
and Service Plan, Shareholder Services Plan, Distribution Plan or similar
plan, if any, we understand that you may pay to certain financial
institutions, securities dealers and other industry professionals with
which you have entered into an agreement in substantially the form
annexed hereto as Appendix A, B or C (or such other form as may be
approved from time to time by the board of directors, trustees or
managing general partners of the Fund) such fees as may be determined by
you in accordance with such agreement for shareholder, administrative or
distribution-related services as described therein.
8. The procedures relating to all orders and the handling thereof will
be subject to the terms of the Prospectus of each Fund and your written
instructions to us from time to time. No conditional orders will be
accepted. We agree to place orders with you immediately for the same
number of shares and at the same price as any orders we receive from our
customers. We shall not withhold placing orders received from customers
so as to profit ourselves as a result of such withholding by a change in the
net asset value from that used in determining the offering price to such
customers, or otherwise. We agree that: (a) we shall not effect any
transactions (including, without limitation, any purchases, exchanges and
redemptions) in any Fund shares registered in the name of, or beneficially
owned by, any customer unless such customer has granted us full right,
power and authority to effect such transactions on such customer's
behalf, and (b) you, each Fund, the Transfer Agent and your and their
respective officers, directors, trustees, managing general partners,
agents, employees and affiliates shall not be liable for, and shall be fully
indemnified and held harmless by us from and against, any and all claims,
demands, liabilities and expenses (including, without limitation,
reasonable attorneys' fees) which may be incurred by you or any of the
foregoing persons entitled to indemnification from us hereunder arising
out of or in connection with the execution of any transactions in Fund
shares registered in the name of, or beneficially owned by, any customer
in reliance upon any oral or written instructions reasonably believed to be
genuine and to have been given by or on behalf of us.
9. (a) We agree to pay for purchase orders for Fund shares placed by us
in accordance with the terms of the Prospectus of the applicable Fund. On
or before the settlement date of each purchase order for shares of any
Fund, we shall either (i) remit to an account designated by you with the
Transfer Agent an amount equal to the then current public offering price
of the shares of such Fund being purchased less our dealer reallowance, if
any, with respect to such purchase order as determined by you in
accordance with the terms of the applicable Fund Prospectus, or (ii) remit
to an account designated by you with the Transfer Agent an amount equal
to the then current public offering price of the shares of such Fund being
purchased without deduction for our dealer reallowance, if any, with
respect to such purchase order as determined by you in accordance with
the terms of the applicable Fund Prospectus, in which case our dealer
reallowance, if any, shall be payable to us on at least a monthly basis. If
payment for any purchase order is not received in accordance with the
terms of the applicable Fund Prospectus, you reserve the right, without
notice, to cancel the sale and to hold us responsible for any loss sustained
as a result thereof.
(b) If any shares sold to us under the terms of this Agreement are
sold with a sales charge and are redeemed for the account of the Fund or
are tendered for redemption within seven (7) business days after the date
of purchase: (i) we shall forthwith refund to you the full dealer
reallowance received by us on the sale; and (ii) you shall forthwith pay to
the Fund your portion of the sales charge on the sale which had been
retained by you and shall also pay to the Fund the amount refunded by us.
10. Certificates for shares sold to us hereunder shall only be issued in
accordance with the terms of each Fund's Prospectus upon our customer's
specific request and, upon such request, shall be promptly delivered to us
by the Transfer Agent unless other arrangements are made by us.
However, in making delivery of such share certificates to us, the Transfer
Agent shall have adequate time to clear any checks drawn for the payment
of Fund shares.
11. Each party hereby represents and warrants to the other party that:
(a) it is a corporation, partnership or other entity duly organized and
validly existing in good standing under the laws of the jurisdiction in
which it was organized; (b) it is duly registered as a broker-dealer with
the Securities and Exchange Commission and, to the extent required, with
applicable state agencies or authorities having jurisdiction over
securities matters, and it is a member of the National Association of
Securities Dealers, Inc. (the "NASD"); (c) it will comply with all applicable
federal and state laws, and the rules, regulations, requirements and
conditions of all applicable regulatory and self-regulatory agencies or
authorities in the performance of its duties and responsibilities
hereunder; (d) the execution and delivery of this Agreement and the
performance of the transactions contemplated hereby have been duly
authorized by all necessary action, and all other authorizations and
approvals (if any) required for its lawful execution and delivery of this
Agreement and its performance hereunder have been obtained; and (e) upon
execution and delivery by it, and assuming due and valid execution and
delivery by the other party, this Agreement will constitute a valid and
binding agreement, enforceable in accordance with its terms. Each party
agrees to provide the other party with such information and access to
appropriate records as may be reasonably required to verify its
compliance with the provisions of this Agreement.
12. You agree to inform us, upon our request, as to the states in which
you believe the shares of the Funds have been qualified for sale under, or
are exempt from the requirements of, the respective securities laws of
such states, but you shall have no obligation or responsibility as to our
right to sell shares in any jurisdiction. We agree to notify you
immediately in the event of (a) our expulsion or suspension from the
NASD, or (b) our violation of any applicable federal or state law, rule,
regulation, requirement or condition arising out of or in connection with
this Agreement, or which may otherwise affect in any material way our
ability to act as a dealer in accordance with the terms of this Agreement.
Our expulsion from the NASD will automatically terminate this Agreement
immediately without notice. Our suspension from the NASD for violation
of any applicable federal or state law, rule, regulation, requirement or
condition will terminate this Agreement effective immediately upon your
written notice of termination to us.
13. (a) You agree to indemnify, defend and hold us, our several officers
and directors, and any person who controls us within the meaning of
Section 15 of the Securities Act of 1933, as amended, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
we, our officers and directors, or any such controlling person, may incur
under the Securities Act of 1933, as amended, or under common law or
otherwise, arising out of or based upon (i) any breach of any
representation, warranty or covenant made by you herein, or (ii) any
failure by you to perform your obligations as set forth herein, or (iii) any
untrue statement, or alleged untrue statement, of a material fact
contained in any Registration Statement or any Prospectus, or arising out
of or based upon any omission, or alleged omission, to state a material
fact required to be stated in either any Registration Statement or any
Prospectus, or necessary to make the statements in any thereof not
misleading; provided, however, that your agreement to indemnify us, our
officers and directors, and any such controlling person shall not be
deemed to cover any claims, demands, liabilities or expenses arising out
of any untrue statement or alleged untrue statement or omission or
alleged omission made in any Registration Statement or Prospectus in
reliance upon and in conformity with written information furnished to you
or the Fund by us specifically for use in the preparation thereof. Your
agreement to indemnify us, our officers and directors, and any such
controlling person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against our officers or directors, or any
such controlling person, such notification to be given by letter or by
telecopier, telex, telegram or similar means of same day delivery received
by you at your address as specified in Paragraph 18 of this Agreement
within seven (7) days after the summons or other first legal process shall
have been served. The failure so to notify you of any such action shall not
relieve you from any liability which you may have to the person against
whom such action is brought by reason of any such breach, failure or
untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of your indemnity agreement contained in this
Paragraph 13(a). You will be entitled to assume the defense of any suit
brought to enforce any such claim, demand, liability or expense. In the
event that you elect to assume the defense of any such suit and retain
counsel, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case you
do not elect to assume the defense of any such suit, you will reimburse us,
our officers and directors, and any controlling persons named as
defendants in such suit, for the fees and expenses of any counsel retained
by us and/or them. Your indemnification agreement contained in this
Paragraph 13(a) shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any person entitled
to indemnification pursuant to this Paragraph 13(a), and shall survive the
delivery of any Fund shares and termination of this Agreement. This
agreement of indemnity will inure exclusively to the benefit of the
persons entitled to indemnification from you pursuant to this Agreement
and their respective estates, successors and assigns.
(b) We agree to indemnify, defend and hold you and your several
officers and directors, and each Fund and its several officers and
directors or trustees or managing general partners, and any person who
controls you and/or each Fund within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which you and your several
officers and directors, or the Fund and its officers and directors or
trustees or managing general partners, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law
or otherwise, arising out of or based upon (i) any breach of any
representation, warranty or covenant made by us herein, or (ii) any failure
by us to perform our obligations as set forth herein, or (iii) any untrue, or
alleged untrue, statement of a material fact contained in the information
furnished in writing by us to you or any Fund specifically for use in such
Fund's Registration Statement or Prospectus, or used in the answers to
any of the items of the Registration Statement or in the corresponding
statements made in the Prospectus, or arising out of or based upon any
omission, or alleged omission, to state a material fact in connection with
such information furnished in writing by us to you or the Fund and required
to be stated in such answers or necessary to make such information not
misleading. Our agreement to indemnify you and your officers and
directors, and the Fund and its officers and directors or trustees or
managing general partners, and any such controlling person, as aforesaid,
is expressly conditioned upon our being notified of any action brought
against any person or entity entitled to indemnification hereunder, such
notification to be given by letter or by telecopier, telex, telegram or
similar means of same day delivery received by us at our address as
specified in Paragraph 18 of this Agreement within seven (7) days after
the summons or other first legal process shall have been served. The
failure so to notify us of any such action shall not relieve us from any
liability which we may have to you or your officers and directors, or to
the Fund or its officers and directors or trustees or managing general
partners, or to any such controlling person, by reason or any such breach,
failure or untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of our indemnity agreement contained
in this Paragraph 13(b). We shall be entitled to assume the defense of any
suit brought to enforce any such claim, demand, liability or expense. In the
event that we elect to assume the defense of any such suit and retain
counsel, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case we
do not elect to assume the defense of any such suit, we will reimburse you
and your officers and directors, and the Fund and its officers and directors
or trustees or managing general partners, and any controlling persons
named as defendants in such suit, for the fees and expenses of any counsel
retained by you and/or them. Our indemnification agreements contained in
Paragraph 8 above, Paragraph 16 below and this Paragraph 13(b) shall
remain operative and in full force and effect regardless of any
investigation made by or on behalf of any person entitled to
indemnification pursuant to Paragraph 8 above, Paragraph 16 below or this
Paragraph 13(b), and shall survive the delivery of any Fund shares and
termination of this Agreement. Such agreements of indemnity will inure
exclusively to the benefit of the persons entitled to indemnification
hereunder and their respective estates, successors and assigns.
14. The names and addresses and other information concerning our
customers are and shall remain our sole property, and neither you nor your
affiliates shall use such names, addresses or other information for any
purpose except in connection with the performance of your duties and
responsibilities hereunder and except for servicing and informational
mailings relating to the Funds. Notwithstanding the foregoing, this
Paragraph 14 shall not prohibit you or any of your affiliates from utilizing
for any purpose the names, addresses or other information concerning any
of our customers if such names, addresses or other information are
obtained in any manner other than from us pursuant to this Agreement. The
provisions of this Paragraph 14 shall survive the termination of this
Agreement.
15. We agree to serve as a service agent or to provide distribution
assistance, in accordance with the terms of the Form of Service
Agreement annexed hereto as Appendix A, Form of Shareholder Services
Agreement annexed hereto as Appendix B, and/or Form of Distribution Plan
Agreement annexed hereto as Appendix C, as applicable, for all of our
customers who purchase shares of any and all Funds whose Prospectuses
provide therefor. By executing this Agreement, each of the parties hereto
agrees to be bound by all terms, conditions, rights and obligations set
forth in the forms of agreement annexed hereto and further agrees that
such forms of agreement supersede any and all prior service agreements
or other similar agreements between the parties hereto relating to any
Fund or Funds. It is recognized that certain parties may not be permitted
to collect distribution fees under the Form of Distribution Plan Agreement
annexed hereto, and if we are such a party, we will not collect such fees.
16. By completing the Expedited Redemption Information Form annexed
hereto as Appendix D, we agree that you, each Fund with respect to which
you permit us to exercise an expedited redemption privilege, the Transfer
Agent of each such Fund, and your and their respective officers, directors
or trustees or managing general partners, agents, employees and affiliates
shall not be liable for and shall be fully indemnified and held harmless by
us from and against any and all claims, demands, liabilities and expenses
(including, without limitation, reasonable attorneys' fees) arising out of
or in connection with any expedited redemption payments made in reliance
upon the information set forth in such Appendix D.
17. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an
exclusive arrangement, or to create a partnership, association or joint
venture between you and us. Neither party hereto shall be, act as, or
represent itself as, the agent or representative of the other, nor shall
either party have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied, against or in the
name of, or on behalf of, the other party. This Agreement is not intended
to, and shall not, create any rights against either party hereto by any third
party solely on account of this Agreement. Neither party hereto shall use
the name of the other party in any manner without the other party's prior
written consent, except as required by any applicable federal or state law,
rule, regulation, requirement or condition, and except pursuant to any
promotional programs mutually agreed upon in writing by the parties
hereto.
18. Except as otherwise specifically provided herein, all notices
required or permitted to be given pursuant to this Agreement shall be
given in writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, or by telecopier, telex, telegram or similar means of same day
delivery (with a confirming copy by mail as provided herein). Unless
otherwise notified in writing, all notices to you shall be given or sent to
you at your offices, located at One Exchange Place, Tenth Floor, Boston, MA
02109, Attn: President (with a copy to the same address, Attention:
General Counsel), and all notices to us shall be given or sent to us at our
address shown below.
19. This Agreement shall become effective only when accepted and
signed by you, and may be terminated at any time by either party hereto
upon 15 days' prior written notice to the other party. This Agreement,
including the Appendices hereto, may be amended by you upon 15 days'
prior written notice to us, and such amendment shall be deemed accepted
by us upon the placement of any order for the purchase of Fund shares or
the acceptance of a fee payable under this Agreement, including the
Appendices hereto, after the effective date of any such amendment. This
Agreement may not be assigned by us without your prior written consent.
This Agreement constitutes the entire agreement and understanding
between the parties hereto relating to the subject matter hereof and
supersedes any and all prior agreements between the parties hereto
relating to the subject matter hereof.
20. 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 conflicts of laws.
Very truly yours,
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Name of Broker or Dealer (Please Print
or Type)
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Address
Date: --------------------------------- By:----------------------------------
Authorized Signature
NOTE: Please sign and return both copies of this Agreement to Premier
Mutual Fund Services, Inc. Upon acceptance one countersigned copy will be
returned to you for your files.
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
Date: --------------------------------- By:----------------------------------
Authorized Signature
APPENDIX A
TO BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: answering client inquiries about the Funds;
assisting clients in changing dividend options, account designations and
addresses; performing sub-accounting; establishing and maintaining
shareholder accounts and records; processing purchase and redemption
transactions; investing client account cash balances automatically in
shares of one or more of the Funds; providing periodic statements and/or
reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. We
represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. We shall have no authority to act as agent for the Funds or for
you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. For all Funds as to which Board approval of this Agreement
is required, such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. For any Fund as to which Board approval of this
Agreement is required, this Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. As to all Funds, this
Agreement is terminable without penalty upon 15 days' notice by either
party. In addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to act
as distributor of such Fund(s). Notwithstanding anything contained herein,
if we fail to perform the shareholder servicing and administrative
functions contemplated herein by you as to any or all of the Funds, this
Agreement shall be terminable effective upon receipt of notice thereof by
us. This Agreement also shall terminate automatically in the event of its
assignment (as defined in the Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Service Plan adopted pursuant to
Rule 12b-1 under the Act, and Prospectus and related Statement of
Additional Information. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and such Plan are
in effect. We agree that no Director, officer or shareholder of the Fund
shall be liable individually for the performance of the obligations
hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
MODEL SERVICE AGREEMENT FOR
EMPLOYEE BENEFIT PLAN ALLIANCE PROGRAMS
DRAFT
11/2/94
SERVICE AGREEMENT
This Agreement is entered into as of ________, 199_ among
____________, a ______ corporation (the "Service Provider"),
Dreyfus Service Corporation, a New York corporation ("Dreyfus"),
and those registered investment companies managed, advised, sub-
advised or administered by one or more affiliates of Dreyfus 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 Dreyfus 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:
A. 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.
B. Pricing Information. Each Fund or its designee will
furnish the Service Provider, on each business day that the New
York Stock Exchange or such Fund's transfer agent is open for
business ("Business Day"), with (i) net asset value information
as at the close of trading (currently 4:00 p.m. Eastern Time) on
the New York Stock Exchange or as at such earlier times at which
a Fund's net asset value is calculated as specified in such
Fund's prospectus ("Close of Trading"), (ii) dividend and capital
gains information as it becomes available, and (iii) in the case
of income Funds, the daily accrual for interest rate factor (mil
rate). The Funds shall use reasonable efforts to provide such
information to the Service Provider by 7:00 p.m. Eastern Time on
the same Business Day.
C. Orders and Settlement. Upon the receipt of
instructions from Participants or Plan Representatives, the
Service Provider will calculate order allocations among
designated investment media and transmit to Dreyfus orders to
purchase or redeem Shares for specified Accounts on the basis of
those instructions. The Service Provider agrees that orders for
net purchases or net redemptions of Shares derived from
instructions received in proper form by the Service Provider from
Participants or Plan Representatives prior to the Close of
Trading on any given Business Day will be processed that same
evening and transmitted to Dreyfus or its designee by 8:30 a.m.
Eastern Time on the next Business Day. The Service Provider
agrees that payment for net purchases of Shares attributable to
all orders executed for the Accounts on a given Business Day will
be wired by the Service Provider on the same Business Day such
purchase orders are transmitted to Dreyfus or its designee no
later than 2:00 p.m. to a custodial account designated by
Dreyfus. Subject to the Service Provider's compliance with the
foregoing, the Service Provider will be considered agent for the
Funds and the Business Day on which instructions are received in
proper form by the Service Provider from Participants or Plan
Representatives by the Close of Trading will be the date as of
which Shares will be purchased and redeemed as a result of such
instructions. Instructions received in proper form by the
Service Provider from Participants or Plan Representatives after
the Close of Trading on any given Business Day shall be treated
as if received on the next following Business Day. Dividends and
capital gains distributions will be automatically reinvested at
net asset value in accordance with each Fund's then current
prospectus.
D. Account Information. Dreyfus will provide to the
Service Provider: (a) daily confirmations of Account activity
within five Business Days after each day on which a purchase or
redemption of Shares is effected for the particular Account, and
(b) monthly statements detailing activity in each Account within
fifteen Business Days after the end of each month.
E. 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 Dreyfus, the Service Provider
shall provide copies of all the 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 (i) as are maintained by the
Service Provider in the ordinary course of its business and in
compliance with laws and regulations governing transfer agents,
and (ii) as may reasonably be requested to enable Dreyfus, or its
representatives, including without limitation its auditors or
legal counsel, to (a) monitor and review the Services, (b) comply
with any request of a governmental body or self-regulatory
organization or a Plan, (c) verify compliance by the Service
Provider with the terms of this Agreement, (d) make required
regulatory reports, or (e) perform general customer supervision.
The Service Provider agrees that it will permit Dreyfus or such
representatives to have reasonable access to its personnel and
records in order to facilitate the monitoring of the quality of
the Services.
F. Compliance with Laws. At all times, the Service
Provider shall comply with all laws, rules and regulations
applicable to a transfer agent under the Federal securities laws,
including without limitation all prospectus delivery
requirements.
G. 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.
H. Operations of Funds. In no way shall the provisions of
this Agreement limit the authority of any Fund or Dreyfus 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.
I. Representations with respect to Dreyfus Funds. The
Service Provider and its agents shall not make representation
concerning a Fund or Shares except those contained in the then
current prospectus of such Fund, in current sales literature
furnished by Dreyfus to the Service Provider, and in current
sales literature created by the Service Provider and submitted to
and approved in writing by Dreyfus.
J. Expenses.
1. The Service Provider shall bear all expenses
incidental to the performance of the Services.
2. Each Fund shall pay the cost of registration of
its shares with the Securities and Exchange Commission 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
require 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 Paragraph 10(a).
K. Relationship of Parties. Except to the extent provided
in Section 3, it is understood and agreed that all Services
performed hereunder by the Service Provider shall be as an
independent contractor and not as an employee or agent of Dreyfus
or any of the Funds, and none of the parties shall hold itself
out as an agent of any other party with the authority to bind
such party.
L. Use of Dreyfus Name. Except as otherwise expressly
provided for in this Agreement, the Service Provider shall not
use, nor shall it allow its employees or agents to use, the name
or logo of Dreyfus, any affiliate of Dreyfus, or any products or
services sponsored, managed, advised, administered, or
distributed by Dreyfus or any of its affiliates, for advertising,
trade, or other commercial or noncommercial purposes without the
express prior written consent of an authorized officer of
Dreyfus.
M. 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 Dreyfus, any of its affiliates or any investment
companies, including the Funds, sponsored, managed, advised,
administered or distributed by Dreyfus or any of its affiliates.
N. Insurance and Bonding. The Service Provider agrees to
maintain comprehensive general liability coverage with limits of
not less than five million dollars. Such insurance coverage
shall be issued by a qualified insurance carrier with a Best's
rating of at least "A". The Service Provider shall furnish to
Dreyfus a certificate of insurance evidencing such coverage and
naming Dreyfus and the Funds as additional insured. The Service
Provider also will carry with a fidelity bond covering the
Service Provider, and each of its employees and authorized agents
with a limit of net less than $___ issued by a qualified
insurance carrier with a Best's rating of at least "A". The
Service Provider will provide to Dreyfus a certificate of
insurance evidencing such coverage.
O. Fees.
(a) In consideration of the Service Provider's
performance of the Services, Dreyfus and the Dreyfus Funds
severally agree to pay the Service Provider the fees described in
Schedule C ("Administrative Fees").
(b) 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.
(c) The Service Provider will calculate the
Administrative Fees at the end of each month, and Dreyfus and the
Funds, in accordance with their respective obligations, will make
payment to the Service Provider within 30 days after their
receipt of an invoice therefor. Each invoice will be accompanied
by a statement showing the calculation of the Administrative Fees
and the number of Participant accounts underlying the Account
maintained in each Fund as of the last day of the month. The
obligations of each Fund and Dreyfus are several and not joint.
P. Termination.
(a) 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,
Dreyfus, 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, Dreyfus or the
Fund upon six months' advance notice to the other parties hereto;
(ii) 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 Dreyfus 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;
iii) 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 Dreyfus
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 Dreyfus, or against the Service Provider, as the case
may be, by the National Association of Securities Dealers, the
Securities and Exchange Commission or any other regulatory body;
iv) 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 Dreyfus or any Fund, upon written
notice to the Service Provider of termination of Dreyfus'
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 Dreyfus and such Fund;
v) 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 Dreyfus 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;
vi) with respect to the sale and issuance of new
Shares, whenever, and so long as: (a) in the judgment of a Fund's
officers, the Fund's declining to accept any additional orders
for, or to make any sales of, Shares is warranted by market,
economic or political conditions, or by abnormal circumstances of
any kind; (b) the Securities and Exchange Commission has issued
and there remains in effect any stop order suspending the
effectiveness of such Fund's registration statement or
prospectus; or (c) a current prospectus as required by Section 10
of the Securities Act of 1933, as amended, is not on file with
the Securities and Exchange Commission;
vii) 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 Dreyfus, as the case may be, upon an assignment of this
Agreement by the Fund or Dreyfus, 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
viii) 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
Dreyfus or any Fund, as the case may be, upon written notice to
the other parties that Dreyfus 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.
Q. Indemnification.
1. The Service Provider agrees to indemnify and hold
harmless Dreyfus, 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 of 1933, as amended (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, as incurred, by them 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.
2. Dreyfus 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 Securities 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 Dreyfus of any material
provision of this Agreement, or (ii) any breach by Dreyfus of a
representation, warranty or covenant made in this Agreement; and
Dreyfus will reimburse the indemnitees for any legal or other
expenses reasonably incurred, as incurred, by them in connection
with investigating or defending any such loss, claim or action.
This indemnity agreement will be in addition to any liability
which Dreyfus may otherwise have.
3. Promptly after receipt by an indemnitee under this
Section 17 of notice of the commencement of an action, the
indemnitee will, if an 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 18 hereof
within 7 days after the summons or other first legal process
shall have been served, unless within such 7 days the indemnitor
shall have been served in the same action, in which case such
notification may be given within 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
17 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
17. 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.
R. 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:
________________________________
________________________________
________________________________
If to Dreyfus or any Fund, to:
Dreyfus Service Corporation
200 Park Avenue - 8W
New York, New York 10166
Attention:
with a copy to:
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Attention: General Counsel
A notice given pursuant to this Section 18 shall be deemed given
immediately when delivered personally and three (3) days after
the date of certified mailing.
S. 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.
T. 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
15 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;
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.
U. 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.
V. Modification. This Agreement may be modified or
amended, and the terms of this Agreement may be waived, only by a
writing signed by each of the parties.
W. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
Agreement.
X. Assignment. This Agreement shall not be assigned by a
party hereto, without the prior written consent of the other
parties hereto, except that a party may assign this Agreement to
an affiliate having the same ultimate ownership as the assigning
party without such consent.
Y. Survival. The provisions of Sections 5, 12, 13, 14 and
17 shall survive termination of this Agreement.
26. Lion Remote System.
(a) The Service Provider shall be permitted to use the
automated system made available by Dreyfus for the electronic
transmission of account inquiries and/or instructions with
respect to transactions in Shares to the transfer agent or other
person or other entity authorized to receive such account
inquiries and/or transaction instructions (such automated system,
including any computer or other hardware, software or other
equipment of any kind owned or furnished by Dreyfus for use in
conjunction therewith, being hereinafter referred to as the
"System") to fulfill its obligations under Section 3 of this
Agreement to transmit orders for the purchase and redemption of
Shares and to otherwise fulfill its obligations under the
Agreement.
(b) The Service Provider represents, warrants and
agrees that: (i) it shall not use the System to make any account
inquiries and/or transmit any transaction instructions unless
such Plan's trustee has granted the Service Provider full right,
power and authority to do so on behalf of such trustee, and (ii)
the Service Provider will settle or otherwise complete in a
timely and proper manner any purchase, redemption or other
transaction with respect to Shares for which the Service Provider
or any party authorized to act on behalf of the Service Provider
or any person having access to the System through the Service
Provider has transmitted transaction instructions by means of the
System.
(c) The Service Provider understands and agrees that
Dreyfus reserves the right, exercisable at any time upon notice
to the Service Provider, to terminate the Service Provider's use
of the System for any reason whatsoever, and that neither Dreyfus
nor the Funds shall be liable to the Service Provider or any
other person or entity whatsoever for any such termination. The
Service Provider may terminate its use of the System at any time
upon written notice to Dreyfus. If at the time of any
termination the Service Provider is in possession of any computer
or other hardware, software or other equipment of any kind owned
by Dreyfus or furnished by Dreyfus for use in conjunction with
the System, the Service Provider agrees that Dreyfus shall have
the right to immediately disconnect and repossess all such
computer or other hardware, software and other equipment. The
Service Provider agrees to promptly return to Dreyfus any and all
documentation furnished to the Service Provider relating to the
System and to destroy any and all documentation prepared by the
Service Provider ("Service Provider Documentation") relating to
the System (except to the extent such Service Provider
Documentation is otherwise required to be retained by applicable
laws, rules or regulations).
(d) The Service Provider understands and agrees that
Dreyfus, the Funds, the Funds' investment advisers, the Funds'
administrators, and each of their directors, officers, employees
and agents, and each person, if any, who controls them within the
meaning of the Securities Act of 1933 shall not be liable for any
delays, inaccuracies, errors, interruptions, mistakes or
omissions in the information transmitted through the System, or
in the transmission thereof, or for any other loss, claim,
damage, liability or expense arising out of or in connection with
Service Provider's use of the System, except in the case of such
party's own negligence or willful misconduct.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement by their duly authorized officers as of this ________
day of ________, 199_.
________________________________
By______________________________
DREYFUS SERVICE CORPORATION
By______________________________
INSERT NAMES OF FUNDS
SCHEDULE A
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 dividends 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 Dreyfus 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.
SCHEDULE C
The Administrative Fees payable each month with respect
to a Fund shall be an amount equal to the average daily net
assets invested in such Fund by the Plans during the month
multiplied by the applicable per annum rate described below
multiplied by a fraction the numerator of which is the number of
days in the month and the denominator of which is 365 (the "Total
Monthly Fee"). The Fund's share of the Administrative Fees for a
given month shall be an amount equal to the number of Participant
accounts 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 (1/12) (the "Fund Monthly Fee"), but shall not
exceed the Total Monthly Fee. Dreyfus' share of the
Administrative Fees shall be an amount equal to the Total Monthly
Fee minus the Fund Monthly Fee. For administra-tive convenience,
Dreyfus may pay the total Monthly Fee to the Service Provider on
behalf of itself and the Fund and collect the Fund Monthly Fee
from the Fund.
AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement made as of
August 18, 1989 between GENERAL GOVERNMENT SECURITIES MONEY
MARKET FUND, INC., a corporation organized and existing under
the laws of the State of Maryland, having its principal office
and place of business at 666 Old Country Road, Garden City, New
York 11530 (hereinafter called the "Fund"), and THE BANK OF NEW
YORK, a New York corporation authorized to do a banking
business, having its principal office and place of business at
48 Wall Street, New York, New York 10015 (hereinafter called the
"Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not
any such person is an Officer or employee of the Fund, duly
authorized by the Directors of the Fund to give Oral
Instructions and Written Instructions on behalf of the Fund and
listed in the Certificate annexed hereto as Appendix A or such
other Certificate as may be received by the Custodian from time
to time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds
held in the Fund's custody account(s) at The Bank of New York,
or its successors, as of the close of such day or, if such day
is not a business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party
such party's making a general assignment, arrangement or
composition with or for the benefit of its creditors, or
instituting or having instituted against it a proceeding seeking
a judgment of insolvency or bankruptcy or the entry of an order
for relief under the Federal bankruptcy law or any other relief
under any bankruptcy or insolvency law or other similar law
affecting creditors' rights, or if a petition is presented for
the winding up or liquidation of the party or a resolution is
passed for its winding up or liquidation, or it seeks, or
becomes subject to, the appointment of an administrator,
receiver, trustee, custodian or other similar official for it or
for all or substantially all of its assets or its taking any
action in furtherance of, or indicating its consent to approval
of, or acquiescence in, any of the foregoing.
4. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and Federal
agency securities, its successor or successors and its nominee
or nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts and Futures Contract Options entitling the
holder, upon timely exercise and payment of the exercise price,
as specified therein, to purchase from the writer thereof the
specified underlying Securities.
6. "Certificate" shall mean any notice, instruction,
or other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received by the Custodian and signed on behalf of the Fund by
any two Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-
dealer which is a clearing number under the rules of O.C.C. and
a member of a national securities exchange qualified to act as a
custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing
member.
8. "Collateral Account" shall mean a segregated
account so denominated and pledged to the Custodian as security
for, and in consideration of, the Custodian's issuance of (a)
any Put Option guarantee letter or similar document described in
paragraph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S.
Consumer Price Index, all items and all urban consumers, U.S.
city average 1982-84 equals 100, as first published without
seasonal adjustment by the Bureau of Labor Statistics, the
Department of Labor, without regard to subsequent revisions or
corrections by such Bureau.
10. "Covered Call Option" shall mean an exchange
traded option entitling the holder, upon timely exercise and
payment of the exercise price, as specified therein, to purchase
from the writer thereof the specified Securities (excluding
Futures Contracts) which are owned by the writer thereof and
subject to appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the
Securities and Exchange Commission, its successor or successors
and its nominee or nominees, provided the Custodian has received
a certified copy of a resolution of the Fund's Directors
specifically approving deposits in DTC. The term "Depository"
shall further mean and include any other person authorized to
act as a depository under the Investment Company Act of 1940,
its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of
the Fund's Directors specifically approving deposits therein by
the Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S. Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at
an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option
with respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account
in the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member,
or otherwise, in accordance with an agreement between the Fund,
the Custodian and a broker, dealer, futures commission merchant
or Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund
may from time to time determine. Securities held in the
Book-Entry System or the Depository shall be deemed to have been
deposited in, or withdrawn from, a Margin Account upon the
Custodian's effecting an appropriate entry on its books and
records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank
of New York Company, Inc. or any subsidiary thereof, or the
Irving Bank Corporation or any subsidiary thereof, provided that
the surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to
include, without limitation, debt obligations issued or
guaranteed as to principal and interest by the government of the
United States or agencies or instrumentalities thereof,
commercial paper, certificates of deposit and bankers'
acceptances, repurchase and reverse repurchase agreements with
respect to the same and bank time deposits, where the purchase
and sale of such securities normally requires settlement in
Federal funds on the same date as such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation,
a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its
nominee or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Directors of
the Fund to execute any Certificate, instruction, notice or
other instrument on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix B or such other
Certificate as may be received by the Custodian from time to
time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal
instructions actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts, and Futures Contract Options entitling the
holder, upon timely exercise and tender of the specified
underlying Securities, to sell such Securities to the writer
thereof for the exercise price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date
and price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public
authorities (including, without limitation, general obligation
bonds, revenue bonds and industrial bonds and industrial
development bonds), bonds, debentures, notes, mortgages or other
obligations, and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase, sell or
subscribe for the same, or evidencing or representing any other
rights or interest therein, or any property or assets.
28. "Segregated Security Account" shall mean an
account maintained under the terms of this Agreement as a
segregated account, by recordation or otherwise, within the
custody account in which certain Securities and/or other assets
of the Fund shall be deposited and withdrawn from time to time
in accordance with Certificates received by the Custodian in
connection with such transactions as the Fund may from time to
time determine.
29. "Shares" shall mean the shares of Common Stock of
the Fund, each of which, in the case of a Fund having Series, is
allocated to a particular Series.
30. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take
or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the value of a
particular stock index at the close of the last business day of
the contract and the price at which the futures contract is
originally struck.
31. "Stock Index Option" shall mean an exchange
traded option entitling the holder, upon timely exercise, to
receive an amount of cash determined by reference to the
difference between the exercise price and the value of the index
on the date of exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement,
except that (a) if the Custodian fails to provide for the
custody of any of the Fund's Securities and moneys located or to
be located outside the United States in a manner satisfactory to
the Fund, the Fund shall be permitted to arrange for the custody
of such Securities and moneys located or to be located outside
the United States other than through the Custodian at rates to
be negotiated and borne by the Fund and (b) if the Custodian
fails to continue any existing sub-custodial or similar
arrangements on substantially the same terms as exist on the
date of this Agreement, the Fund shall be permitted to arrange,
for such or similar services other than through the Custodian at
rates to be negotiated and borne by the Fund. The Custodian
shall not charge the Fund for any such terminated services after
the date of such termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, the Fund will deliver or cause
to be delivered to the Custodian all Securities and all moneys
owned by it, including cash received for the issuance of its
shares, at any time during the period of this Agreement. The
Custodian will not be responsible for such Securities and such
moneys until actually received by it. The Custodian will be
entitled to reverse any credits made on the Fund's behalf where
such credits have been previously made and moneys are not
finally collected. The Fund shall deliver to the Custodian a
certified resolution of the Directors of the Fund approving,
authorizing and instructing the Custodian on a continuous and
on-going basis to deposit in the Book-Entry System all
Securities eligible for deposit therein and to utilize the
Book-Entry System to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of
Securities collateral. Prior to a deposit of Securities of the
Fund in the Depository the Fund shall deliver to the Custodian a
certified resolution of the Directors of the Fund approving,
authorizing and instructing the Custodian on a continuous and
ongoing basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the
Depository to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of
Securities collateral. Securities and moneys of the Fund
deposited in either the Book-Entry System or the Depository will
be represented in accounts which include only assets held by the
Custodian for customers, including, but not limited to, accounts
in which the Custodian acts in a fiduciary or representative
capacity. Prior to the Custodian's accepting, utilizing and
acting with respect to Clearing Member confirmations for Options
and transactions in Options as provided in this Agreement, the
Custodian shall have received a certified resolution of the
Fund's Board of Directors approving, authorizing and instructing
the Custodian on a continuous and on-going basis, until
instructed to the contrary by a Certificate actually received by
the Custodian, to accept, utilize and act in accordance with
such confirmations as provided in this Agreement.
2. The Custodian shall credit to a separate account
in the name of the Fund all moneys received by it for the
account of the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided
in Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name
and address of the person to whom the payment is to be made, and
the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of
the expenses and liabilities of the Custodian, as provided in
Article XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund
during said day. Where Securities are transferred to the
account of the Fund, the Custodian shall also by book-entry or
otherwise identify as belonging to the Fund a quantity of
Securities in a fungible bulk of Securities registered in the
name of the Custodian (or its nominee) or shown on the
Custodian's account on the books of the Book-Entry System or the
Depository. At least monthly and from time to time, the
Custodian shall furnish the Fund with a detailed statement of
the Securities and moneys held for the Fund under this
Agreement.
4. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, all Securities held for the
Fund, which are issued or issuable only in bearer form, except
such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held
for the Fund may be registered in the name of the Fund, in the
name of any duly appointed registered nominee of the Custodian
as the Custodian may from time to time determine, or in the name
of the Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund agrees to
furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of
the Book-Entry System or the Depository, any Securities which it
may hold for the account of the Fund and which may from time to
time be registered in the name of the Fund. The Custodian shall
hold all such Securities which are not held in the Book-Entry
System or in the Depository in a separate account in the name of
the Fund physically segregated at all times from those of any
other person or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate,
the Custodian by itself, or through the use of the Book-Entry
System or the Depository with respect to Securities therein
deposited, shall with respect to all Securities held for the
Fund in accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will
provide a conditional payment of income within 60 days from the
date the Custodian received such notice, unless the Custodian
reasonably concludes that such income was not due or payable to
the Fund, provided that the Custodian may reverse any such
conditional payment upon its reasonably concluding that all or
any portion of such income was not due or payable, and provided
further that the Custodian shall not be liable for failing to
collect on a timely basis the full amount of income due or
payable in respect of a "floating rate instrument" or "variable
rate instrument" (as such terms are defined under Rule 2a-7
under the Investment Company Act of 1940, as amended) if it has
acted in good faith, without negligence or willful misconduct;
(b) Present for payment and collect the amount
payable upon such Securities which are called, but only if
either (i) the Custodian receives a written notice of such call,
or (ii) notice of such call appears in one or more of the
publications listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian upon five business days'
prior notification to the Fund;
(c) Present for payment and collect the amount
payable upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws
or the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System
or the Depository with respect to Securities therein deposited,
for the account of the Fund all rights and similar securities
issued with respect to any Securities held by the Custodian
hereunder.
6. Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents,
authorizations, and any other instruments whereby the authority
of the Fund as owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person
in connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to
evidence such delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable upon Securities not described in preceding paragraph
5(b) of this Article which may be called as specified in the
Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such availability, the Custodian shall comply with Section 17(f)
of the Investment Company Act of 1940, as amended, in connection
with the purchase, sale, settlement, closing out or writing of
Futures Contracts, Options or Futures Contract Options by making
payments or deliveries specified in Certificates received by the
Custodian in connection with any such purchase, sale, writing,
settlement or closing out upon its receipt from a broker, dealer
or futures commission merchant of a statement or confirmation
reasonably believed by the Custodian to be in the form
customarily used by brokers, dealers, or futures commission
merchants with respect to such Futures Contracts, Options or
Futures Contract Options, as the case may be, confirming that
such Security is held by such broker, dealer or futures
commission merchant, in book-entry form or otherwise, in the
name of the Custodian (or any nominee of the Custodian) as
custodian for the Fund, provided, however, that payments to or
deliveries from the Margin Account shall be made in accordance
with the terms and conditions of the Margin Account Agreement.
Whenever any such instruments or certificates are available, the
Custodian shall, notwithstanding any provision in this Agreement
to the contrary, make payment for any Futures Contract, Option
or Futures Contract Option for which such instruments or such
certificates are available only against the delivery to the
Custodian of such instrument or such certificate, and deliver
any Futures Contract, Option or Futures Contract Option for
which such instruments or such certificates are available only
against receipt by the Custodian of payment therefor. Any such
instrument or certificate delivered to the Custodian shall be
held by the Custodian hereunder in accordance with, and subject
to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the
Fund shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a) the name of the issuer and the title of the Securities;
(b) the number of shares or the principal amount purchased and
accrued interest, if any; (c) the date of purchase and
settlement; (d) the purchase price per unit; (e) the total
amount payable upon such purchase; (f) the name of the person
from whom or the broker through whom the purchase was made, and
the name of the clearing broker, if any; and (g) the name of the
broker to which payment is to be made. The Custodian shall,
upon receipt of Securities purchased by or for the Fund, pay out
of the moneys held for the account of the Fund the total amount
payable to the person from whom, or the broker through whom, the
purchase was made, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions.
2. Promptly after each sale of Securities by the
Fund, other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such sale: (a) the name of the
issuer and the title of the Security; (b) the number of shares
or principal amount sold, and accrued interest, if any; (c) the
date of sale; (d) the sale price per unit; (e) the total amount
payable to the Fund upon such sale; (f) the name of the broker
through whom or the person to whom the sale was made, and the
name of the clearing broker, if any; and (g) the name of the
broker to whom the Securities are to be delivered. The
Custodian shall deliver the Securities upon receipt of the total
amount payable to the Fund upon such sale, provided that the
same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form
as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing
among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type
of Option (put or call); (b) the name of the issuer and the
title and number of shares subject to such Option or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options purchased;
(c) the expiration date; (d) the exercise price; (e) the dates
of purchase and settlement; (f) the total amount payable by the
Fund in connection with such purchase; (g) the name of the
Clearing Member through which such Option was purchased; and
(h) the name of the broker to whom payment is to be made. The
Custodian shall pay, upon receipt of a Clearing Member's
statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly
appointed and registered nominee of the Custodian) as custodian
for the Fund, out of moneys held for the account of the Fund,
the total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph l hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect to each
such sale: (a) the type of Option (put or call); (b) the name
of the issuer and the title and number of shares subject to such
Option or, in the case of a Stock Index Option, the stock index
to which such Option relates and the number of Stock Index
Options sold; (c) the date of sale; (d) the sale price; (e) the
date of settlement; (f) the total amount payable to the Fund
upon such sale; and (g) the name of the Clearing Member through
which the sale was made. The Custodian shall consent to the
delivery of the Option sold by the Clearing Member which
previously supplied the confirmation described in preceding
paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the
Fund, provided that the same conforms to the total amount
payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any
Call Option purchased by the Fund pursuant to paragraph l
hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Call Option: (a) the name of
the issuer and the title and number of shares subject to the
Call Option; (b) the expiration date; (c) the date of exercise
and settlement; (d) the exercise price per share; (e) the total
amount to be paid by the Fund upon such exercise; and (f) the
name of the Clearing Member through which such Call Option was
exercised. The Custodian shall, upon receipt of the Securities
underlying the Call Option which was exercised, pay out of the
moneys held for the account of the Fund the total amount payable
to the Clearing Member through whom the Call Option was
exercised, provided that the same conforms to the total amount
payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares subject to the Put Option;
(b) the expiration date; (c) the date of exercise and
settlement; (d) the exercise price per share; (e) the total
amount to be paid to the Fund upon such exercise; and (f) the
name of the Clearing Member through which such Put Option was
exercised. The Custodian shall, upon receipt of the amount
payable upon the exercise of the Put Option, deliver or direct
the Depository to deliver the Securities, provided the same
conforms to the amount payable to the Fund as set forth in such
Certificate.
5. Promptly after the exercise by the Fund of any
Stock Index Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) the
type of Stock Index Option (put or call); (b) the number of
Options being exercised; (c) the stock index to which such
Option relates; (d) the expiration date; (e) the exercise price;
(f) the total amount to be received by the Fund in connection
with such exercise; and (g) the Clearing Member from which such
payment is to be received.
6. Whenever the Fund writes a Covered Call Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
name of the issuer and the title and number of shares for which
the Covered Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered Call
Option was written; and (f) the name of the Clearing Member
through which the premium is to be received. The Custodian
shall deliver or cause to be delivered, in exchange for receipt
of the premium specified in the Certificate with respect to such
Covered Call Option, such receipts as are required in accordance
with the customs prevailing among Clearing Members dealing in
Covered Call Options and shall impose, or direct the Depository
to impose, upon the underlying Securities specified in the
Certificate such restrictions as may be required by such
receipts. Notwithstanding the foregoing, the Custodian has the
right, upon prior written notification to the Fund, at any time
to refuse to issue any receipts for Securities in the possession
of the Custodian and not deposited with the Depository
underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct
the Depository to deliver, the Securities subject to such
Covered Call Option and specifying: (a) the name of the issuer
and the title and number of shares subject to the Covered Call
Option; (b) the Clearing Member to whom the underlying
Securities are to be delivered; and (c) the total amount payable
to the Fund upon such delivery. Upon the return and/or
cancellation of any receipts delivered pursuant to paragraph 6
of this Article, the Custodian shall deliver, or direct the
Depository to deliver, the underlying Securities as specified in
the Certificate for the amount to be received as set forth in
such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is
written and which underlie the same; (b) the expiration date;
(c) the exercise price; (d) the premium to be received by the
Fund; (e) the date such Put Option is written; (f) the name of
the Clearing Member through which the premium is to be received
and to whom a Put Option guarantee letter is to be delivered;
(g) the amount of cash, and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account; and (h) the amount of cash and/or the amount and kind
of Securities to be deposited into the Collateral Account. The
Custodian shall, after making the deposits into the Collateral
Account specified in the Certificate, issue a Put Option
guarantee letter substantially in the form utilized by the
Custodian on the date hereof, and deliver the same to the
Clearing Member specified in the Certificate against receipt of
the premium specified in said Certificate. Notwithstanding the
foregoing, the Custodian shall be under no obligation to issue
any Put Option guarantee letter or similar document if it is
unable to make any of the representations contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund
shall promptly deliver to the Custodian a Certificate
specifying: (a) the name of the issuer and title and number of
shares subject to the Put Option; (b) the Clearing Member from
which the underlying Securities are to be received; (c) the
total amount payable by the Fund upon such delivery; (d) the
amount of cash and/or the amount and kind of Securities to be
withdrawn from the Collateral Account; and (e) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. Upon the return
and/or cancellation of any Put Option guarantee letter or
similar document issued by the Custodian in connection with such
Put Option, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Clearing
Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in such
Certificate.
10. Whenever the Fund writes a Stock Index Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option
relates; (d) the expiration date; (e) the exercise price;
(f) the Clearing Member through which such Option was written;
(g) the premium to be received by the Fund; (h) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (i) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Collateral Account; and (j) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in a Margin Account, and the name in which such
account is to be or has been established. The Custodian shall,
upon receipt of the premium specified in the Certificate, make
the deposits, if any, into the Segregated Security Account
specified in the Certificate, and either (1) deliver such
receipts, if any, which the Custodian has specifically agreed to
issue, which are in accordance with the customs prevailing among
Clearing Members in Stock Index Options and make the deposits
into the Collateral Account specified in the Certificate, or
(2) make the deposits into the Margin Account specified in the
Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to a previously written Option described in paragraphs 6, 8 or
10 of this Article in a transaction expressly designated as a
"Closing Purchase Transaction" in order to liquidate its
position as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect
to the Option being purchased: (a) that the transaction is a
Closing Purchase Transaction; (b) the name of the issuer and the
title and number of shares subject to the Option, or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Options held; (c) the exercise
price; (d) the premium to be paid by the Fund; (e) the
expiration date; (f) the type of Option (put or call); (g) the
date of such purchase; (h) the name of the Clearing Member to
which the premium is to be paid; and (i) the amount of cash
and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account, a specified Margin
Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8
or 10 of this Article with respect to the Option being
liquidated through the Closing Purchase Transaction, the
Custodian shall remove, or direct the Depository to remove, the
previously imposed restrictions on the Securities underlying the
Call Option.
13. Upon the expiration or exercise of, or
consummation of a Closing Purchase Transaction with respect to,
any Option purchased or written by the Fund and described in
this Article, the Custodian shall delete such Option from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and upon the return and/or cancellation of
any receipts issued by the Custodian, shall make such
withdrawals from the Collateral Account, the Margin Account
and/or the Segregated Security Account as may be specified in a
Certificate received in connection with such expiration,
exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with
respect to any number of identical Futures Contract(s)):
(a) the category of Futures Contract (the name of the underlying
stock index or financial instrument); (b) the number of
identical Futures Contracts entered into; (c) the delivery or
settlement date of the Futures Contract(s); (d) the date the
Futures Contract(s) was (were) entered into and the maturity
date; (e) whether the Fund is buying (going long) or selling
(going short) on such Futures Contract(s); (f) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (g) the name of
the broker, dealer or futures commission merchant through which
the Futures Contract was entered into; and (h) the amount of fee
or commission, if any, to be paid and the name of the broker,
dealer or futures commission merchant to whom such amount is to
be paid. The Custodian shall make the deposits, if any, to the
Margin Account in accordance with the terms and conditions of
the Margin Account Agreement. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate
and deposit in the Segregated Security Account the amount of
cash and/or the amount and kind of Securities specified in said
Certificate.
2. (a) Any variation margin payment or similar
payment required to be made by the Fund to a broker, dealer or
futures commission merchant with respect to an outstanding
Futures Contract shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar
payment from a broker, dealer or futures commission merchant to
the Fund with respect to an outstanding Futures Contract shall
be received and dealt with by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the custodian
hereunder is retained by the Fund until delivery or settlement
is made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract;
(b) with respect to a Stock Index Futures Contract, the total
cash settlement amount to be paid or received, and with respect
to a Financial Futures Contract, the Securities and/or amount of
cash to be delivered or received; (c) the broker, dealer or
futures commission merchant to or from which payment or delivery
is to be made or received; and (d) the amount of cash and/or
Securities to be withdrawn from the Segregated Security Account.
The Custodian shall make the payment or delivery specified in
the Certificate and delete such Futures Contract from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and
(b) the Futures Contract being offset. The Custodian shall make
payment of the fee or commission, if any, specified in the
Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and make such withdrawals from the
Segregated Security Account as may be specified in such
Certificate. The withdrawals, if any, to be made from the
Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures
Contract Option by the Fund, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Futures
Contract Option: (a) the type of Futures Contract Option (put
or call); (b) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option purchased; (c) the
expiration date; (d) the exercise price; (e) the dates of
purchase and settlement; (f) the amount of premium to be paid by
the Fund upon such purchase; (g) the name of the broker or
futures commission merchant through which such option was
purchased; and (h) the name of the broker or futures commission
merchant to whom payment is to be made. The Custodian shall pay
the total amount to be paid upon such purchase to the broker or
futures commission merchant through whom the purchase was made,
provided that the same conforms to the amount set forth in such
Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date
of settlement; (f) the total amount payable to the Fund upon
such sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by
the Fund pursuant to paragraph l is exercised by the Fund, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option (put or
call) being exercised; (b) the type of Futures Contract
underlying the Futures Contract Option; (c) the date of
exercise; (d) the name of the broker or futures commission
merchant through which the Futures Contract Option is exercised;
(e) the net total amount, if any, payable by the Fund; (f) the
amount, if any, to be received by the Fund; and (g) the amount
of cash and/or the amount and kind of Securities to be deposited
in the Segregated Security Account. The Custodian shall make the
payments, if any, and the deposits, if any, into the Segregated
Security Account as specified in the Certificate. The deposits,
if any, to be made to the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract
Option, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as
may be necessary to identify the Futures Contract underlying the
Futures Contract Option; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the Fund;
(f) the name of the broker or futures commission merchant
through which the premium is to be received; and (g) the amount
of cash and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account. The Custodian
shall, upon receipt of the premium specified in the Certificate,
make the deposits into the Segregated Security Account, if any,
as specified in the Certificate. The deposits, if any, to be
made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the
particular Futures Contract Option exercised; (b) the type of
Futures Contract underlying the Futures Contract Option; (c) the
name of the broker or futures commission merchant through which
such Futures Contract Option was exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such
exercise; and (f) the amount of cash and/or the amount and kind
of Securities to be deposited in the segregated Security
Account. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in such
Certificate make the payments, if any, and the deposits, if any,
into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is
written by the Fund and which is a Put Option is exercised, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option
exercised; (b) the type of Futures Contract underlying such
Futures Contract Option; (c) the name of the broker or futures
commission merchant through which such Futures Contract Option
is exercised; (d) the net total amount, if any, payable to the
Fund upon such exercise; (e) the net total amount, if any,
payable by the Fund upon such exercise; and (f) the amount and
kind of Securities and/or cash to be withdrawn from or deposited
in the Segregated Security Account, if any. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in the Certificate, make the payments,
if any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by
the Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as
a writer of such Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased:
(a) that the transaction is a closing transaction; (b) the type
of Futures Contract and such other information as may be
necessary to identify the Futures Contract underlying the
Futures Contract Option; (c) the exercise price; (d) the premium
to be paid by the Fund; (e) the expiration date; (f) the name of
the broker or futures commission merchant to which the premium
is to be paid; and (g) the amount of cash and/or the amount and
kind of Securities, if any, to be withdrawn from the Segregated
Security Account. The Custodian shall effect the withdrawals
from the Segregated Security Account specified in the
Certificate. The withdrawals, if any, to be made from the
Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
8. Upon the expiration or exercise of, or
consummation of a closing transaction with respect to, any
Futures Contract Option written or purchased by the Fund and
described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein, and (b) make
such withdrawals from, and/or, in the case of an exercise, such
deposits into, the Segregated Security Account as may be
specified in a Certificate. The deposits to and/or withdrawals
from the Margin Account, if any, shall be made by the Custodian
in accordance with the terms and conditions of the Margin
Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement;
(d) the sale price per unit; (e) the total amount credited to
the Fund upon such sales, if any; (f) the amount of cash and/or
the amount and kind of Securities, if any, which are to be
deposited in a Margin Account and the name in which such Margin
Account has been or is to be established; (g) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in a Segregated Security Account; and (h) the name of
the broker through which such short sale was made. The
Custodian shall upon its receipt of a statement from such broker
confirming such sale and that the total amount credited to the
Fund upon such sale, if any, as specified in the Certificate is
held by such broker for the account of the Custodian (or any
nominee of the Custodian) as custodian of the Fund, issue a
receipt or make the deposits into the Margin Account and the
Segregated Security Account specified in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a) the name of the issuer and the title of the Security;
(b) the number of shares or the principal amount, and accrued
interest or dividends, if any, required to effect such
closing-out to be delivered to the broker; (c) the dates of the
closing-out and settlement; (d) the purchase price per unit;
(e) the net total amount payable to the Fund upon such
closing-out; (f) the net total amount payable to the broker upon
such closing-out; (g) the amount of cash and the amount and kind
of Securities to be withdrawn, if any, from the Margin Account;
(h) the amount of cash and/or the amount and kind of Securities,
if any, to be withdrawn from the Segregated Security Account;
and (i) the name of the broker through which the Fund is
effecting such closing-out. The Custodian shall, upon receipt
of the net total amount payable to the Fund upon such
closing-out and the return and/or cancellation of the receipts,
if any, issued by the custodian with respect to the short sale
being closed-out, pay out of the moneys held for the account of
the Fund to the broker the net total amount payable to the
broker, and make the withdrawals from the Margin Account and the
Segregated Security Account, as the same are specified in the
Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held
by the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate, Oral
Instructions or Written Instructions specifying: (a) the total
amount payable to the Fund in connection with such Reverse
Repurchase Agreement; (b) the broker or dealer through or with
which the Reverse Repurchase Agreement is entered; (c) the
amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (d) the date of such Reverse Repurchase
Agreement; and (e) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in a Segregated Security
Account in connection with such Reverse Repurchase Agreement.
The Custodian shall, upon receipt of the total amount payable to
the Fund specified in the Certificate, Oral Instructions or
Written Instructions make the delivery to the broker or dealer,
and the deposits, if any, to the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall promptly deliver a Certificate or, in the event such
Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions to the
Custodian specifying: (a) the Reverse Repurchase Agreement
being terminated; (b) the total amount payable by the Fund in
connection with such termination; (c) the amount and kind of
Securities to be received by the Fund in connection with such
termination; (d) the date of termination; (e) the name of the
broker or dealer with or through which the Reverse Repurchase
Agreement is to be terminated; and (f) the amount of cash and/or
the amount and kind of Securities to be withdrawn from the
Segregated Security Account. The Custodian shall, upon receipt
of the amount and kind of Securities to be received by the Fund
specified in the Certificate, Oral Instructions or Written
Instructions, make the payment to the broker or dealer, and the
withdrawals, if any, from the segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and kind of Securities to be deposited in, or withdrawn from,
the Segregated Security Account. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and the number of shares or the principal amount of any
particular Securities to be deposited by the Custodian into, or
withdrawn from, a Segregated Securities Account, the Custodian
shall be under no obligation to make any such deposit or
withdrawal and shall so notify the Fund.
2. The Custodian shall make deliveries or payments
from a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its
lien and realize on any such property whenever the Custodian has
made payment or delivery pursuant to any Put Option guarantee
letter or similar document or any receipt issued hereunder by
the Custodian. In the event the Custodian should realize on any
such property net proceeds which are less than the Custodian's
obligations under any Put Option guarantee letter or similar
document or any receipt, such deficiency shall be a debt owed
the Custodian by the Fund within the scope of Article XIII
herein.
5. On each business day, the Custodian shall furnish
the Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of
business on the previous business day: (a) the name of the
Margin Account; (b) the amount and kind of Securities held
therein; and (c) the amount of money held therein. The
Custodian shall make available upon request to any broker,
dealer or futures commission merchant specified in the name of a
Margin Account a copy of the statement furnished the Fund with
respect to such Margin Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding
the delivery to the Fund of such statement, the Fund shall
furnish to the Custodian a Certificate or Written Instructions
specifying the then market value of the securities described in
such statement. In the event such then market value is indicated
to be less than the Custodian's obligation with respect to any
outstanding Put Option, guarantee letter or similar document,
the Fund shall promptly specify in a Certificate the additional
cash and/or Securities to be deposited in such Collateral
Account to eliminate such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Directors, certified by the Secretary or
any Assistant Secretary, either (i) setting forth the date of
the declaration of a dividend or distribution, the date of
payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the
total amount payable to the Dividend Agent of the Fund on the
payment date, or (ii) authorizing the declaration of dividends
and distributions on a daily basis and authorizing the Custodian
to rely on Oral Instructions, Written Instructions or a
Certificate setting forth the date of the declaration of such
dividend or distribution, the date of payment thereof, the
record date as of which shareholders entitled to payment shall
be determined, the amount payable per share to the shareholders
of record as of that date and the total amount payable to the
Dividend Agent on the payment date.
2. Upon the payment date specified in such
resolution, Oral Instructions, Written Instructions or
Certificate, as the case may be, the Custodian shall pay out of
the moneys held for the account of the Fund the total amount
payable to the Dividend Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF COMMON STOCK
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the
Custodian for the sale of such Shares.
2. Upon receipt of such money from the Transfer
Agent, the Custodian shall credit such money to the account of
the Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of
the Fund, all original issue or other taxes required to be paid
by the Fund in connection with such issuance upon the receipt of
a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to
the Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer
Agent for redemption and that such Shares are valid and in good
form for redemption, the Custodian shall make payment to the
Transfer Agent out of the moneys held for the account of the
Fund of the total amount specified in the Certificate issued
pursuant to the foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may
from time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an
overdraft because the moneys held by the Custodian for the
account of the Fund shall be insufficient to pay the total
amount payable upon a purchase of Securities as set forth in a
Certificate or Oral Instructions issued pursuant to Article IV,
or which results in an overdraft for some other reason, or if
the Fund is for any other reason indebted to the Custodian
(except a borrowing for investment or for temporary or emergency
purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of paragraph 2 of this
Article XIII), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to the Fund payable on demand
and shall bear interest from the date incurred at a rate per
annum (based on a 360-day year for the actual number of days
involved) equal to the Federal Funds Rate plus 1/2%, such rate
to be adjusted on the effective date of any change in such
Federal Funds Rate but in no event to be less than 6% per annum,
except that any overdraft resulting from an error by the
Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure
of the Custodian to make timely demand or presentment for
payment. In addition, the Fund hereby agrees that the Custodian
shall have a continuing lien and security interest in and to any
property at any time held by it for the benefit of the Fund or
in which the Fund may have an interest which is then in the
Custodian's possession or control or in possession or control of
any third party acting in the Custodian's behalf. The Fund
authorizes the Custodian, in its sole discretion, at any time to
charge any such overdraft or indebtedness together with interest
due thereon against any balance of account standing to the
Fund's credit on the Custodian's books. For purposes of this
Section 1 of Article XIII, "overdraft" shall mean a negative
Available Balance.
2. The Fund will cause to be delivered to the
Custodian by any bank (including, if the borrowing is pursuant
to a separate agreement, the Custodian) from which it borrows
money for investment or for temporary or emergency purposes
using Securities as collateral for such borrowings, a notice or
undertaking in the form currently employed by any such bank
setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to each such borrowing: (a) the name of the bank;
(b) the amount and terms of the borrowing, which may be set
forth by incorporating by reference an attached promissory note,
duly endorsed by the Fund, or other loan agreement; (c) the time
and date, if known, on which the loan is to be entered into;
(d) the date on which the loan becomes due and payable; (e) the
total amount payable to the Fund on the borrowing date; (f) the
market value of Securities to be delivered as collateral for
such loan, including the name of the issuer, the title and the
number of shares or the principal amount of any particular
Securities; and (g) a statement specifying whether such loan is
for investment purposes or for temporary or emergency purposes
and that such loan is in conformance with the Investment Company
Act of 1940 and the Fund's prospectus. The Custodian shall
deliver on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the
loan payable, provided that the same conforms to the total
amount payable as set forth in the Certificate. The Custodian
may, at the option of the lending bank, keep such collateral in
its possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in
a Certificate to collateralize further any transaction described
in this paragraph. The Fund shall cause all Securities released
from collateral status to be returned directly to the Custodian,
and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent
and currently effective prospectus to lend its portfolio
Securities, within 24 hours after each loan of portfolio
Securities the Fund shall deliver or cause to be delivered to
the Custodian a Certificate specifying with respect to each such
loan: (a) the name of the issuer and the title of the
Securities; (b) the number of shares or the principal amount
loaned; (c) the date of loan and delivery; (d) the total amount
to be delivered to the Custodian against the loan of the
Securities, including the amount of cash collateral and the
premium, if any, separately identified; and (e) the name of the
broker, dealer or financial institution to which the loan was
made. The Custodian shall deliver the Securities thus
designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities.
The Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository only
in the form of a certified or bank cashier's check payable to
the order of the Fund or the Custodian drawn on New York
Clearing House funds and may deliver Securities in accordance
with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be
returned; (b) the number of shares or the principal amount to be
returned; (c) the date of termination; (d) the total amount to
be delivered by the Custodian (including the cash collateral for
such Securities minus any offsetting credits as described in
said Certificate); and (e) the name of the broker, dealer or
financial institution from which the Securities will be
returned. The Custodian shall receive all Securities returned
from the broker, dealer, or financial institution to which such
Securities were loaned and upon receipt thereof shall pay, out
of the moneys held for the account of the Fund, the total amount
payable upon such return of Securities as set forth in the
Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or
damage, including counsel fees, resulting from its action or
omission to act or otherwise, either hereunder or under any
Margin Account Agreement, except for any such loss or damage
arising out of its own negligence or willful misconduct. The
Custodian may, with respect to questions of law arising
hereunder or under any Margin Account Agreement, apply for and
obtain the advice and opinion of counsel to the Fund or of its
own counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it in good
faith in conformity with such advice or opinion. The Custodian
shall be liable to the Fund for any loss or damage resulting
from the use of the Book-Entry System or any Depository arising
by reason of any negligence, misfeasance or willful misconduct
on the part of the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the purchase, sale or writing thereof, or the propriety of the
amount paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's Shares, or the propriety of the amount to be paid
therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian be under any duty or obligation to see to it that any
cash collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan
of portfolio Securities of the Fund is adequate collateral for
the Fund against any loss it might sustain as a result of such
loan. The Custodian specifically, but not by way of limitation,
shall not be under any duty or obligation periodically to check
or notify the Fund that the amount of such cash collateral held
by it for the Fund is sufficient collateral for the Fund, but
such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer or financial
institution to which portfolio Securities of the Fund are lent
pursuant to Article XIV of this Agreement makes payment to it of
any dividends or interest which are payable to or for the
account of the Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian
shall promptly notify the Fund in the event that such dividends
or interest are not paid and received when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated
Security Account or Collateral Account in connection with
transactions by the Fund. In addition, the Custodian shall be
under no duty or obligation to see that any broker, dealer,
futures commission merchant or Clearing Member makes payment to
the Fund of any variation margin payment or similar payment
which the Fund may be entitled to receive from such broker,
dealer, futures commission merchant or Clearing Member, to see
that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the
amount the Fund is entitled to receive, or to notify the Fund of
the Custodian's receipt or non-receipt of any such payment;
provided however that the Custodian, upon the Fund's written
request, shall, as Custodian, demand from any broker, dealer,
futures commission merchant or Clearing Member identified by the
Fund the payment of any variation margin payment or similar
payment that the Fund asserts it is entitled to receive pursuant
to the terms of a Margin Account Agreement or otherwise from
such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not
represented by any check, draft or other instrument for the
payment of money, received by it on behalf of the Fund until the
Custodian actually receives and collects such money directly or
by the final crediting of the account representing the Fund's
interest at the Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and
shall not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in
the Depository which may mature or be redeemed, retired, called
or otherwise become payable. However, upon receipt of a
Certificate from the Fund of an overdue amount on Securities
held in the Depository, the Custodian shall make a claim against
the Depository on behalf of the Fund, except that the Custodian
shall not be under any obligation to appear in, prosecute or
defend any action, suit or proceeding in respect to any
Securities held by the Depository which in its opinion may
involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be
furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent
of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action by
a Certificate and (ii) it shall be assured to its satisfaction
of reimbursement of its costs and expenses in connection with
any such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian
or Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the
Fund's Board of Directors adopted in accordance with Rule 17f-5
under the Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such
as properly may be held by the Fund under the provisions of its
Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive
and the Fund agrees to pay to the Custodian all reasonable
out-of-pocket expenses and such compensation and fees as are
specified on Schedule A hereto. The Custodian shall not deem
amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all
fees for such services shall be as set forth on Schedule B
hereto and shall be provided for the term of this Agreement
without any automatic or unilateral increase. The Custodian
shall have the right to unilaterally increase the figures on
Schedule A on or after March 1, 1991 and on or after each
succeeding March 1 thereafter by an amount equal to 50% of the
increase in the Consumer Price Index for the calendar year
ending on the December 31 immediately preceding the calendar
year in which such March 1 occurs, provided, however, that
during each such annual period commencing on a March 1, the
aggregate increase during such period shall not be in excess of
10%. Any increase by the Custodian shall be specified in a
written notice delivered to the Fund at least thirty days prior
to the effective date of the increase. The Custodian may charge
such compensation and any expenses incurred by the Custodian in
the performance of its duties pursuant to such agreement against
any money held by it for the account of the Fund. The Custodian
shall also be entitled to charge against any money held by it
for the account of the Fund the amount of any loss, damage,
liability or expense, including counsel fees, for which it shall
be entitled to reimbursement under the provisions of this
Agreement. The expenses which the Custodian may charge against
the account of the Fund include, but are not limited to, the
expenses of Sub-Custodians and foreign branches of the Custodian
incurred in settling outside of New York City transactions
involving the purchase and sale of Securities of the Fund.
(b) The Fund shall receive a credit for each calendar
month against such compensation and fees of the Custodian as may
be payable by the Fund with respect to such calendar month in an
amount equal to the aggregate of its Earnings Credit for such
calendar month. In no event may any Earnings Credits be carried
forward to any fiscal year other than the fiscal year in which
it was earned, or, unless permitted by applicable law,
transferred to, or utilized by, any other person or entity,
provided that any such transferred Earnings Credit can be used
only to offset compensation and fees of the Custodian for
services rendered to such transferee and cannot be used to pay
the Custodian's out-of-pocket expenses. For purposes of this
subsection (b), the Fund is permitted to transfer Earnings
Credits only to The Dreyfus Corporation, its affiliates and/or
any investment company now or in the future sponsored by The
Dreyfus Corporation or any of its affiliates or for which The
Dreyfus Corporation or any of its affiliates acts as the sole
investment adviser or as the principal distributor, and Daiwa
Money Fund Inc. For purposes of this sub-section (b), a fiscal
year shall mean the twelve-month period commencing on the
effective date of this Agreement and on each anniversary
thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written
Instructions in such manner so that such Certificate or
facsimile thereof is received by the Custodian, whether by hand
delivery, telex or otherwise, by the close of business of the
same day that such Oral Instructions or Written Instructions are
given to the Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian shall
in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions, provided
such instructions reasonably appear to have been received from
an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund
which are in the possession of the Custodian shall be the
property of the Fund. Such books and records shall be prepared
and maintained as required by the Investment Company Act of
1940, as amended, and other applicable securities laws and rules
and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records
during the Custodian's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided by the Custodian to the Fund or the
Fund's authorized representative at the Fund's expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository,
or O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time
to time.
14. The Fund agrees to indemnify the Custodian
against and save the Custodian harmless from all liability,
claims, losses and demands whatsoever, including attorney's
fees, howsoever arising or incurred because of or in connection
with the Custodian's payment or non-payment of checks pursuant
to paragraph 6 of Article XII as part of any check redemption
privilege program of the Fund, except for any such liability,
claim, loss and demand arising out of the Custodian's own
negligence or willful misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for
payments to be made and received by the Custodian in accordance
with the customs prevailing from time to time among brokers or
dealers in such Securities.
16. The Custodian shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in
this Agreement against the Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c)
and (d) herein, neither party may terminate this Agreement until
the earlier of the following: (i) August 31, 1993, and (ii) the
third anniversary of the earliest date on which none of the
companies listed on Schedule C hereto is a transfer agency
customer of the Custodian. Any such termination may be effected
only by the terminating party giving to the other party a notice
in writing specifying the date of such termination, which shall
be not less than two hundred seventy (270) days after the date
of giving of such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under this Agreement and such breach has remained
uncured for a period of thirty days after the Custodian's
receipt from the Fund of written notice specifying such breach.
(c) Either party, immediately upon written
notice to the other party, may terminate this Agreement upon the
Merger or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under the "Amendment to Transfer Agency Agreements"
dated August 18, 1989 and has not cured such breach as promptly
as practicable and in any event within seven days of its receipt
of written notice of such breach, provided that the Custodian
shall not be permitted to cure any such material breach arising
from the willful misconduct of the Custodian.
In the event notice of termination is given by the
Fund, it shall be accompanied by a copy of a resolution of the
Directors of the Fund, certified by the Secretary or any
Assistant Secretary, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which
shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits. In the event
notice of termination is given by the Custodian, the Fund shall,
on or before the termination date, deliver to the Custodian a
copy of a resolution of its Directors, certified by the
Secretary or any Assistant Secretary, designating a successor
custodian or custodians. In the absence of such designation by
the Fund, the Custodian may designate a successor custodian
which shall be a bank or trust company having not less than
$2,000,000 aggregate capital, surplus and undivided profits.
Upon the date set forth in such notice, this Agreement shall
terminate and the Custodian shall, upon receipt of a notice of
acceptance by the successor custodian, on that date deliver
directly to the successor custodian all Securities and moneys
then owned by the Fund and held by it as Custodian, after
deducting all fees, expenses and other amounts for the payment
or reimbursement of which it shall then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding
paragraph, the Fund shall, upon the date specified in the notice
of termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own
custodian, and the Custodian shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement, other
than the duty with respect to Securities held in the Book-Entry
System, in any Depository or by a Clearing Member which cannot
be delivered to the Fund, to hold such Securities hereunder in
accordance with this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
signed by two of the present Officers of the Fund under its
seal, setting forth the names and the signatures of the present
Authorized Persons. The Fund agrees to furnish to the Custodian
a new Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person or
in the event that other or additional Authorized Persons are
elected or appointed. Until such new Certificate shall be
received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon Oral Instructions or
signatures of the present Authorized Persons as set forth in the
last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed by two of the present Officers of the Fund under its
seal, setting forth the names and the signatures of the present
Officers of the Fund. The Fund agrees to furnish to the
Custodian a new Certificate in similar form in the event any
such present Officer ceases to be an Officer of the Fund, or in
the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signatures of the Officers
as set forth in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 90
Washington Street, New York, New York 10015, or at such other
place as the Custodian may from time to time designate in
writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Fund, shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its office at 666 Old Country Road,
Garden City, New York 11530, or at such other place as the Fund
may from time to time designate in writing.
5. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the same formality as this Agreement and approved
by a resolution of the Directors of the Fund.
6. 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
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of
the Fund, authorized or approved by a resolution of its
Directors.
7. This Agreement shall be construed in accordance
with the laws of the State of New York.
8. 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.
9. This Agreement shall not be effective on the date
hereof and instead shall become effective on January l, 1990.
When effective, this Agreement shall supersede the then-existing
Custody Agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective Officers,
thereunto duly authorized, and their respective corporate seals
to be hereunto affixed, as of the day and year first above
written.
GENERAL GOVERNMENT SECURITIES MONEY
MARKET FUND, INC.
By:/s/John Pyburn
John Pyburn, Treasurer
Attest:
/s/Robert I. Frenkel
Robert I. Frenkel
THE BANK OF NEW YORK
By:/s/Donald Colby
Donald Colby
Attest:
/s/Robert W. Viets
Robert W. Viets
[STROOCK & STROOCK & LAVAN LETTERHEAD]
EXHIBIT 10
November 23, 1982
General Government Securities
Money Market Fund, Inc.
600 Madison Avenue
New York, New York 10022
Gentlemen:
We have acted as counsel to General Government Securities
Money Market Fund, Inc. (the "Fund") in connection with the
preparation of a Registration Statement on Form N-1,
Registration No. 2-77207) (the "Registration Statement"),
covering shares of Common Stock, par value $.01 per share, of
the Fund.
We have examined copies of the Articles of Incorporation
and By-Laws of the Fund, the Registration Statement, and such
other corporate records and documents as we have deemed
necessary for the purpose of this opinion. We have also
examined such other documents, papers, statutes and authorities
as we deemed necessary to form a basis for the opinion
hereinafter expressed. In our examination of such material, we
have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us.
As to various questions of fact material to such opinion, we
have relied upon statements and certificates of officers and
representatives of the Fund and others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to
various questions arising under the laws of the State of
Maryland, we have relied on the opinion of Messrs. Venable,
Baetjer and Howard, a copy of which is attached hereto.
Based upon the foregoing, we are of the opinion that the
shares of Common Stock, par value $.01 per share, of the Fund to
be issued in accordance with the terms of the offering as set
forth in the Prospectus included as part of the Registration
Statement, when so issued and paid for, will constitute validly
authorized and issued shares of Common Stock, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us
in the Prospectus included in the Registration Statement, and to
the filing of this opinion as an exhibit to any application made
by or on behalf of the Fund or any Distributor or dealer in
connection with the registration and qualification of the Fund
or its Common Stock under the securities law of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
[VENABLE, BAETJER AND HOWARD LETTERHEAD]
November 23, 1982
Stroock & Stroock & Lavan
61 Broadway
New York, New York 10006
Re: General Government Securities Money
Market Fund, Inc.
Dear Sirs:
We have acted as Maryland counsel for General Government
Securities Money Market Fund, Inc., a Maryland corporation (the
"Company"), in connection with the organization of the Company
and the issuance of shares of its Common Stock.
We have examined the Company's Articles of Incorporation,
its By-Laws, the Prospectus included in its Registration
Statement on Form N-1, substantially in the form in which it is
to become effective (the "Prospectus"), and have examined and
relied upon such corporate records of the Company and other
documents and certificates as to factual matters as we have
deemed to be necessary to render the opinion expressed herein.
We have assumed without independent verification the genuineness
of the signatures on and the authenticity of all documents
furnished to us.
Based on such examination, we are of the opinion that:
1. The Company is duly organized and validly existing as
a corporation in good standing under the laws of the State of
Maryland.
2. The 100,000 shares of presently issued and outstanding
Common Stock of the Company have been validly and legally issued
and are fully paid and non-assessable shares under the laws of
the State of Maryland.
3. The balance of the shares of Common Stock of the
Company to be offered for sale pursuant to the Prospectus are
authorized and unissued shares, and when such shares have been
duly sold, issued and paid for as contemplated in the
Prospectus, such shares will have been validly and legally
issued and will be fully paid and non-assessable shares of
Common Stock of the Company under the laws of the State of
Maryland.
This letter expresses our opinion as to the Maryland
General Corporation Law governing matters such as due
incorporation and the authorization and issuance of stock, but
does not extend to the securities or "Blue Sky" laws of Maryland
or to federal securities or other laws.
You may rely upon our foregoing opinion in rendering your
opinion to the Company which is to be filed as an exhibit to the
Registration Statement; and we hereby consent to the filing of
this opinion with the Securities and Exchange Commission as an
exhibit to the Registration Statement.
Very truly yours,
VENABLE, BAETJER AND HOWARD
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated March 6, 1995, in this Registration Statement (Form N-1A 2-77207)
of General Government Securities Money Market Fund, Inc.
ERNST & YOUNG LLP
New York, New York
March 27, 1995
OTHER EXHIBITS(b)
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
Certificate of Secretary
The undersigned, Eric B. Fischman, Assistant Secretary of General
Government Securities Money Market Fund, Inc. (the "Fund"), hereby certifies
that set forth below is a true and correct copy of the resolution adopted by
the Fund's Board of Directors pursuant to written consent dated August 30,
1994.
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto, may be signed by any one of
Frederick C. Dey, Eric B.Fischman, Ruth D. Leibert and John Pelletier as the
attorney-in-fact for the proper officers of the Fund, with full power of
substitution and resubstitution; and that the appointment of each of such
persons as such attorney-in-fact hereby is authorized and approved; and that
such attorneys-in-fact, and each of them, shall have full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection with such Registration Statement and any
and all amendments and supplements thereto, as fully to all intents and
purposes as the officer, for whom he is acting as attorney-in-fact, might or
could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Fund on March 29, 1995.
Eric B. Fischman
Assistant Secretary
(SEAL)
Other Exhibits (a)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C.
Dey, Eric B. Fischman, Ruth D. Leibert and John E. Pelletier and
each of them, with full power to act without the other, his or
her true and lawful attorney-in-fact and in his or her name,
place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration
Statement for each Fund listed on Schedule A attached hereto
(including post-effective amendments and amendments thereto), and
to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Marie E. Connolly
Marie E. Connolly, President and Treasurer
SCHEDULE A
GROUPS IV & V
Dreyfus Appreciation Fund, Inc.
General California Municipal Bond Fund, Inc.
General California Municipal Money Market Fund
General Government Securities Money Market Fund, Inc.
General Money Market Fund, Inc.
General Municipal Bond Fund, Inc.
General Municipal Money Market Fund, Inc.
General New York Municipal Bond Fund, Inc.
General New York Municipal Money Market Fund
Premier California Municipal Bond Fund
Premier GNMA Fund
Premier Growth Fund, Inc.
Premier Insured Municipal Bond Fund
Premier Limited Term Municipal Bond Fund
Premier Municipal Bond Fund
Premier New York Municipal Bond Fund
Premier State Municipal Bond Fund
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Frederick C.
Dey, Eric B. Fischman, Ruth D. Leibert and John E. Pelletier and
each of them, with full power to act without the other, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments to the
Registration Statement for each Fund listed on Schedule A
attached hereto (including post-effective amendments and
amendments thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Clifford L. Alexander, Jr.
Clifford L. Alexander, Jr., Board Member
/s/ Peggy C. Davis
Peggy C. Davis, Board Member
/s/Ernest Kafka
Ernest Kafka, Board Member
/s/Saul B. Klaman
Saul B. Klaman, Board Member
/s/Nathan Leventhal
Nathan Leventhal, Board Member
Dated August 30, 1994
SCHEDULE A
GROUPS IV & V
Dreyfus Appreciation Fund, Inc.
General California Municipal Bond Fund, Inc.
General California Municipal Money Market Fund
General Government Securities Money Market Fund, Inc.
General Money Market Fund, Inc.
General Municipal Bond Fund, Inc.
General Municipal Money Market Fund, Inc.
General New York Municipal Bond Fund, Inc.
General New York Municipal Money Market Fund
Premier California Municipal Bond Fund
Premier GNMA Fund
Premier Growth Fund, Inc.
Premier Insured Municipal Bond Fund
Premier Limited Term Municipal Bond Fund
Premier Municipal Bond Fund
Premier New York Municipal Bond Fund
Premier State Municipal Bond Fund
