The Dreyfus Corporation and The Dreyfus Family of Funds Policy and Procedures for Disclosing Fund Portfolio Holdings
II. OVERVIEW AND STATEMENT OF POLICY
This document sets forth the policy and procedures (the “Disclosure Policy”) to be followed by the open-end funds comprising The Dreyfus Family of Funds (the “Funds”) and their Service Providers for the disclosure of information about each Fund’s respective Portfolio Holdings (as that term is defined below). For purposes of this Disclosure Policy, “Service Provider” includes, but is not limited to, each Fund’s investment adviser, investment sub-adviser, administrator, independent registered public accounting firm, custodian, transfer agent, proxy voting service provider, rating and ranking organizations, financial printers, pricing service vendors, and third parties that provide analytical, statistical, or consulting services. This Disclosure Policy is designed to prevent the Funds from violating applicable federal securities laws, such as the Investment Company Act of 1940, as amended (the “1940 Act”), and the Investment Advisers Act of 1940.
It is the policy of each Fund to protect the confidentiality of material, non-public information about the Fund’s Portfolio Holdings and prevent the selective disclosure of non-public information about the Fund’s Portfolio Holdings. Non-public information about a Fund’s portfolio holdings will not be distributed to persons not employed by The Dreyfus Corporation (“Dreyfus”) or its affiliates or the Fund’s investment sub-adviser(s), unless there is a legitimate business purpose for doing so and disclosure is made in accordance with this Disclosure Policy. No Fund or affiliate of a Fund (as defined in the 1940 Act) may receive compensation or consideration of any type in connection with the disclosure of information about a Fund’s Portfolio Holdings.
II. PROCEDURES FOR DISCLOSING FUND Portfolio Holdings
A. “Portfolio Holdings” Defined
For purposes of this Disclosure Policy, “Portfolio Holdings” means the portfolio securities and similar instruments owned by a Fund and may include related information about current or recent (“recent” being defined as the time between any public release and the next public release of a Fund’s Portfolio Holdings) trading strategies or details of portfolio management’s expected or recent purchases and sales of particular securities or types of securities. Portfolio Holdings can be identified not only by the specific name of the issue or issuer, but also, without limitation, by total shares or units owned, CUSIP number, ticker symbol, coupon, maturity, and total values (acquisition or market) and include currency, derivative, synthetic, and cash positions in addition to stocks, bonds, and money market instruments. Portfolio Holdings information excludes “Portfolio Characteristics” information as that term is defined below in Section III of this Disclosure Policy.
B. Public Disclosure of Fund Portfolio Holdings
Each Fund, or its duly authorized Service Providers, shall publicly disclose the Fund’s Portfolio Holdings in accordance with applicable regulatory requirements, such as periodic portfolio holdings disclosure in Form N-CSR and Form N-Q filings made with the Securities and Exchange Commission.
Each non-money market Fund (subject to the exceptions described below) shall disclose on the Funds’ public website (currently, at www.dreyfus.com) the following:
(1) The Fund’s complete Portfolio Holdings (a) as of each calendar quarter-end, subject to a 15-day lag between the date of the Portfolio Holdings information and the date of website posting and (b) as of each other calendar month-end, subject to a one-month lag between the date of the Portfolio Holdings information and the date of website posting;
(2) The Fund’s top Portfolio Holdings (generally, top 10 Portfolio Holdings), as a percentage of net assets, on a calendar month-end basis, subject to a 10-day lag between the date of the Fund’s Portfolio Holdings information and the date of website posting; and
(3) From time to time, certain security-specific performance attribution data on a calendar month-end basis, subject to a 10-day lag between the date of the Fund’s Portfolio Holdings attribution information and the date of website posting (generally, attribution will be limited to the top five performance contributors and/or detractors.)
Each non-money market Fund’s complete Portfolio Holdings will remain available on the website for a period of six months. Top Portfolio Holdings and Portfolio Holdings-based performance attribution data shall remain available on the website for varying periods up to six months, provided that complete Portfolio Holdings will remain until the filing of the Fund’s next Form N-CSR or Form N-Q covering the date of the Portfolio Holdings information.
Each of Dreyfus Floating Rate Income Fund and Dreyfus High Yield Fund will disclose its respective Portfolio Holdings as of each calendar month-end, subject to a one-month lag between the date of such Fund’s Portfolio Holdings information and the date of website posting.
Each money market Fund shall disclose its complete Portfolio Holdings on the Funds’ public website (currently, at www.dreyfus.com on each business day, as of the preceding business day. Each money market Fund’s daily posting of its complete Portfolio Holdings shall remain available on the website for five months.
C. Ongoing Arrangements
Non-public information about a Fund’s Portfolio Holdings may be disclosed on a regular basis to the Fund’s Directors/Trustees (the “Board”) and their counsel, outside legal counsel for the Fund and Service Providers who generally need access to such information in the performance of their contractual duties and responsibilities to the Fund where each such person is subject to duties of confidentiality, including a duty not to share such information with an unauthorized person or trade on such information, imposed by law and/or contract. When required by applicable regulations, these arrangements shall be disclosed, including the identity of the person (or firm) receiving the information, in the Fund’s Statement of Additional Information (“SAI”). Any “ongoing arrangement” to make available such information not identified above must be for a legitimate business purpose and the recipient of such information will be subject to a written Confidentiality Agreement, the terms of which will include trading restrictions (as provided in Section VI.A. below) with respect to any non-public information. The approval of the Funds’ Chief Compliance Officer (“CCO”) must be obtained before entering into any new ongoing arrangement or materially altering any existing arrangement to make available Portfolio Holdings information.
At least annually, and except as to new ongoing arrangements with Service Providers, the Fund’s CCO will provide a list of all new ongoing arrangements to make available Portfolio Holdings information to the Fund’s Board for review.
Arrangements where the disclosure of Portfolio Holdings information (or any subset thereof) occurs at least one day after the time at which such Portfolio Holdings information has been publicly disclosed are not subject to the above requirements.
D. Press Interviews, Broker Discussions, etc.
Portfolio managers and other senior officers or spokespersons of the Funds may disclose or confirm the ownership of Portfolio Holdings to reporters, brokers, shareholders, consultants or other interested persons only if such information has been previously publicly disclosed in accordance with this Disclosure Policy. For example, a portfolio manager discussing a particular Fund may indicate that he or she likes and/or owns for the Fund a security only if the Fund’s ownership of such security has previously been publicly disclosed a provided herein (and the statement is otherwise accurate and not misleading).
E. Confidential Dissemination of Portfolio Holdings
There are numerous mutual fund evaluation services such as Standard & Poor’s, Morningstar, and Thomson Reuters Lipper, and due diligence departments of financial intermediaries, such as broker-dealers and wirehouses, that regularly analyze the portfolio holdings of mutual funds in order to monitor and report on various attributes including style, capitalization, maturity, yield, beta, etc. These services and departments may then distribute the results of their analysis to the public, paid subscribers and/or in-house among brokers, for example. In order to facilitate the review of the Funds by these services and departments, the Funds may distribute (or authorize their Service Providers to distribute) Portfolio Holdings to such services and departments before their public disclosure pursuant to is required or authorized as discussed in Sections II.B and C above, provided that:
(1) The recipient does not distribute some or all of the Portfolio Holdings to third parties, other departments or persons who are likely to use the information for purposes of purchasing or selling shares of the Funds before the Portfolio Holdings become public information as discussed in Sections II.B and C above; and
(2) The recipient signs a written Confidentiality Agreement (as provided in Section V below). Persons and entities unwilling to execute a Confidentiality Agreement may only receive Portfolio Holdings information that has otherwise been publicly disclosed in accordance with this Disclosure Policy.
The CCO may approve “other instances” where Portfolio Holdings information can be provided to a third party where there is a legitimate business purpose and the above two conditions are met. The Fund will disclose such other instances, including the identity of the person or firm receiving the Portfolio Holdings information, in the Fund’s SAI as required under applicable regulations.
At least annually, the Fund’s CCO will provide a list of all new “other instances” of making available Portfolio Holdings information to the Fund’s Board for review.
Arrangements where the disclosure of Portfolio Holdings information occurs at least one day after the time at which Portfolio Holdings have been publicly disclosed are not subject to the above requirements.
F. Disclosure of Portfolio Holdings to Employees.
Non-public information concerning a Fund’s Portfolio Holdings may be disclosed to persons employed by the Fund, Dreyfus, MBSC Securities Corporation (the Funds’ distributor), or investment advisory affiliates of Dreyfus that provide services to the Fund, or to attorneys that are employed to counsel the Dreyfus Family of Funds, for legitimate business purposes, which is subject to the prior written approval of a member of Dreyfus Senior Management that is delivered in advance to the Fund’s CCO. All such recipients of Portfolio Holdings information shall be subject to a code of ethics and a code of conduct that prohibit disclosing, and trading on, material, non-public information.
III. PROCEDURES FOR DISCLOSING FUND PORTFOLIO CHARACTERISTICS
A. “Portfolio Characteristics” Defined.
“Portfolio Characteristics” means aggregated, statistical-type information that does not identify, directly or indirectly, specific Portfolio Holdings or subsets of holdings (such as top 10 Portfolio Holdings). Portfolio Characteristics include, but are not limited to, (1) descriptions of allocations by asset class, sector, industry, or credit quality; (2) performance- and risk-related statistics such as alpha, beta, r-squared, Sharpe ratio, and standard deviation; (3) descriptive portfolio-level statistics such as maturity, duration, P/E ratio, and median market capitalization; and (4) non-security specific attribution analyses, such as those based on asset class, sector, industry, or country performance.
B. Public Disclosure of the Portfolio Characteristics of a Fund
Portfolio Characteristics may be made available and distributed if the availability of such information is disclosed in the Fund’s SAI and the distribution of such information is otherwise in accordance with the general principles of this Disclosure Policy. Such information, if provided to anyone, shall be made available to any person upon request.
C. Information Deemed Not to be Portfolio Holdings Information
In addition to the policies and procedures set forth in this Section III, other information with respect to a Fund may be deemed not to be Portfolio Holdings information, and may be disclosed without restriction, if, in the reasonable belief of the Fund’s CCO, the release of such information would not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading with respect to the Fund.
IV. Trading Desk and Research Reports
The trading desks of a Fund’s investment adviser and/or investment sub-adviser(s), including any investment advisory affiliate of Dreyfus that is the primary employer of the Fund’s portfolio managers under a dual employee arrangement with Dreyfus, as the case may be, periodically may distribute to counterparties and others involved in trade transactions (i.e., brokers and custodians), lists of applicable investments held by their clients (including the Funds) for the purpose of facilitating efficient trading of such investments and receipt of relevant research. In addition, such trading desks may distribute to third parties, a list of the issuers and securities which are covered by their respective research departments as of a particular date, which may include securities that are held by a Fund as of that date and/or securities that a Fund may purchase or sell in the future; however, in no case will the list specifically identify that a particular issuer or security is currently held by a Fund or that a Fund may purchase or sell an issuer or security in the future.
V. Confidentiality agreements
Pursuant to this Disclosure Policy, the disclosure of non-public information concerning a Fund’s Portfolio Holdings may be made to a limited group of third parties, so long as the third party has signed a written Confidentiality Agreement with the Fund. For purposes of this Disclosure Policy, the Confidentiality Agreement must be in form and substance approved by the Funds’ CCO. Subject to such modifications as the Funds’ CCO believes reasonable and consistent with reasonably protecting the confidentiality of a Fund’s Portfolio Holdings information, such Confidentiality Agreement generally will provide that:
(1) Portfolio Holdings information is the confidential property of the Fund and may not be shared or used, directly or indirectly, for any purpose except as expressly provided in the Confidentiality Agreement;
(2) The recipient of Portfolio Holdings information agrees to limit access to such information to its employees (and agents) who, on a need to know basis, are (i) authorized to have access to the Portfolio Holdings and (ii) subject to confidentiality obligations, including duties not to trade on non-public information, no less restrictive than the confidentiality obligations contained in the Confidentiality Agreement;
(3) Upon written request, the recipient agrees to promptly return, delete, or destroy, as directed, copies of the Portfolio Holdings information; and
(4) Portfolio Holdings information may be deemed to no longer be confidential if (i) it is already known to the recipient prior to disclosure by the Fund (or Service Provider), (ii) it becomes publicly known without breach of the Confidentiality Agreement by the recipient, (iii) it is received from a third party and, to the knowledge of the recipient, the disclosure by such third party is not a breach of any agreement to which such third party is subject, or (iv) it is authorized by the Fund or its duly authorized agents to be disclosed.
VI. OTHER MATTERS.
A. Additional Restrictions
Notwithstanding anything herein to the contrary, a Fund’s Board or the Funds’ CCO may, on a case-by-case basis, impose additional restrictions on the dissemination of Portfolio Holdings or Portfolio Characteristics beyond those provided in this Disclosure Policy.
B. Waivers of Restrictions
This Disclosure Policy will not be waived, or exceptions be made, without the written consent of the Funds’ CCO. Waivers or exceptions from this Disclosure Policy shall be reported quarterly to the Funds’ Board.
C. Disclosures Required by Law
Nothing contained herein is intended to prevent the disclosure of Portfolio Holdings information as may be required by applicable laws and regulations. For example, the Funds or any of their affiliates or Service Providers may file any report required by applicable law, respond to requests from regulators, and comply with valid subpoenas.
D. Reporting of Violations
Each violation of this Disclosure Policy must be reported to the Funds’ CCO. If the CCO, in the exercise of the CCO’s duties, deems that such violation constitutes a “Material Compliance Matter” within the meaning of Rule 38a-1 under the 1940 Act, the CCO will report the violation to the Fund’s Board, as required by Rule 38a-1.
1. Nothing herein is intended to prevent the disclosure of any and all portfolio information to the Funds' services providers and others who generally need access to such information in the performance of their contractual duties and responsibilities, such as the Funds, the Funds' custodian, fund accountants, investment adviser and sub-advisers, administrator, independent public accountants, attorneys, officers and directors and each of their respective affiliates and advisors, and are subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract.
2. The Funds or duly designated service providers will monitor regulatory guidance on what constitutes public disclosure, which may include publicly offering to disclose portfolio information and/or disseminating such information on the Funds' website together with notice of the availability of such information in the prospectuses and reports filed by the Funds under the 1940 Act.