Exhibit No. 24(b)(6)
DISTRIBUTION AGREEMENT
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 21, 1997
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Sirs:
This is to confirm that, in consideration of the agreements 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 autho rized 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 receive d 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, suc h 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 s uch 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 You shall not be liable for any costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as amended,
expenses in connection with maintaining facilities for the issue and transfer
of Shares and fo r supplying information, prices and other data to be furnished
by the Fund hereunder, or expenses in connection with the preparation and
printing of the Fund's prospectuses and statements of additional information
for regulatory purposes and for dist ribution to shareholders.
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 qualifi cation 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 o ne 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 securit ies 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 reas
onably request.
1.8 The Fund represents to you that all registration statements and
prospectuses filed by the Fund with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and under the Investment Company
Act of 1940, as ame nded, 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 thereunder. As used in
this agreement the terms "registration statemen t" 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 theret o
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 st ated 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 effe ctive; 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 t o make the statements therein
not misleading. The Fund may but shall not be obligated to propose from time
to time such amendment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of fu ture
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 f rom 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 prospectu s 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 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, xxxxx xx or liabilities and any counsel
fees incurred in connection therewith) which you, your 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 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 s
xxxxx 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
controlling per son 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 con formity 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 conditione d 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 day s 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 r xxxxx 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 co unsel 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 cas e 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 o f 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
respect ive 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 controls the Fund within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and agains t 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 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 st
atement and used in the answers to any of the items of the registration
statement or in the corresponding statements made in the prospectus, or shall
arise out of or be based upon any omission, or alleged omission, to state a
material fact in connect ion 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 cont rolling 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 yo u 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 al leged 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
amendments 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 am ended, 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 fro m 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
prospectus 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 registration statement or
prospectus in order to m ake 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 automa tically 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 def ined 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 d efined 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 fift h 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 xxx e and attention to other
businesses or to render services of whatever kind or nature.
5. Miscellaneous
This agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund. The
obligations of this agreement shall only be binding upon the assets and
property of the Fund and sha ll not be binding upon any Board member, officer
or shareholder of the Fund individually.
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,
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
By:/s/ Xxxxxxxxx X. Xxxxxx
-----------------------
Vice President
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:/s/ Xxxxx X. Xxxxxxxx
_______________________________
President
EXHIBIT A
Reapproval Date
Reapproval Day
May 21, 1999
May 21st
