BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Dreyfus Service Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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.
We warrant and represent that we have taken appropriate verification
measures to ensure transactions are in compliance with all applicable laws
and regulations concerning foreign exchange controls and money laundering.
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 1 3(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 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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,
Name of Broker or Dealer (Please Print or Type)
Address
Date: _____________________________ By:
Authorized Signature
NOTE: Please sign and return both copies of this Agreement to Dreyfus
Service Corporation. Upon acceptance one countersigned copy will be returned
to you for your files.
Accepted:
DREYFUS SERVICE CORPORATION
Date: _____________________________ By:
Authorized Signature
APPENDIX A
TO BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Dreyfus Service Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 subaccounting; 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 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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.
