Exhibit 8.23
Amendment No. 2 to
Agreement
by and between
The Dreyfus Corporation, and
American Fidelity Assurance Company
The Dreyfus Corporation ("Dreyfus"), a New York corporation, and American
Fidelity Assurance Company ("AFA") hereby amend the Agreement dated as of May
13, 1997, as amended by Amendment dated as of January 1, 1999, (as amended, the
"Agreement") as follows:
1. American Fidelity Securities, Inc., an affiliate of AFA ("AFS"), is added
as a party to the Agreement.
2. The term "Client" (as defined in the Agreement) shall include AFA and AFS.
3. The first sentence of Section 2 is deleted in its entirety and replaced
with the following sentence:
Client represents that either AFA, AFS, or an affiliate of AFA or AFS has
provided or will provide information regarding the Agreement to each
beneficial owner.
4. The second sentence of Section 5 is deleted in its entirety and replaced
with the following sentence:
Client represents further that AFS is registered as a broker-dealer under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and any
applicable state securities laws, and that AFA is not required to be
registered as either a broker-dealer or a transfer agent, including as a
result of entering into this Agreement and performing the Administrative
Services.
5. Section 7 is deleted in its entirety and replaced with the following
Section 7:
7. In consideration of the performance of the Administrative Services by
Client, Dreyfus agrees to pay AFS a monthly fee at an annual rate which
shall equal .15 of 1% of the value of each Fund's (except Dreyfus Stock
Index Fund) average daily net assets maintained in the Master Account for
Client Customers.
6. Schedule A is deleted in its entirety and replaced with the following
Schedule A:
Schedule A
Fund Code Fund Name
--------- ---------
111 The Dreyfus Socially Responsible Growth Fund, Inc.
763 The Dreyfus Stock Index Fund, Inc.
Dreyfus Variable Investment Fund
108 Growth and Income Portfolio
151 Small Company Stock Portfolio
152 International Value Portfolio
Dreyfus Investment Portfolios
175 Technology Growth Portfolio
7. This Amendment No.2 may be executed in two or more counterparts, each of
which shall be an original and all of which together shall constitute one
instrument..
8. Capitalized terms not defined herein shall have the meaning given to them
in the Agreement.
DATED March 15, 2005.
THE DREYFUS CORPORATION
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Controller
AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN FIDELITY SECURITIES, INC.
By: ▇▇▇▇ ▇. ▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President Title: President
