Exhibit (K)
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of November 1, 1995, by and
between THE DREYFUS CORPORATION, a New York corporation ("Dreyfus"), and DREYFUS
STRATEGIC MUNICIPAL BOND FUND, INC., a Maryland corporation (the "Fund").
WHEREAS, the Fund is registered as a closed-end diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund desires to retain Dreyfus to render certain
administration services to the Fund and Dreyfus is willing to render such
services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints Dreyfus to act as
Administrator of the Fund on the terms set forth in this Agreement. Dreyfus
accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Fund has furnished Dreyfus with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of Dreyfus to provide certain administration services to the Fund
and approving this Agreement;
(b) The Fund's Articles of Incorporation filed with the Maryland
Department of Assessments and Taxation on September 26, 1989 and all amendments
thereto (the "Articles");
(c) The Fund's By-Laws and all amendments thereto (the "By-Laws");
(d) The Investment Advisory Agreement between The Dreyfus Corporation
(the "Adviser" for purposed herein) and the Fund dated as of November 2, 1989
(the "Advisory Agreement");
(e) The Custodian Agreement between Boston Safe Deposit and Trust
Company (the "Custodian") and the Fund dated as of November 2, 1989 (the
"Custodian Agreement");
(f) The Transfer Agency Agreement between The Shareholder Services
Group, Inc. (the "Transfer Agent") and the Fund dated as of November 2, 1989;
(g) The Fund's most recent Registration Statement on Form N-2 (the
"Resistration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 33-31248 and 811-5877). as filed with the SEC on October 26, 1989
relating to shares of the Fund's Common Stock, $.001 par value (the "Shares"),
and all amendments thereto; and
(h) The Fund's most recent prospectus (the "Prospectus").
The Fund will furnish Dreyfus from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Fund will provide Dreyfus any other documents that
Dreyfus may reasonably request and will notify Dreyfus as soon as possible of
any matter materially affecting the performance of Dreyfus of its services under
this Agreement.
3. DUTIES AS ADMINISTRATOR. Subject to the supervision and direction
of the Board of Directors of the Fund, Dreyfus, as Administrator, will assist in
supervising various aspects of the Fund's administrative operations and
undertakes to perform the following specific services:
(a) Maintaining office facilities (which may be in the offices of
Dreyfus or a corporate affiliate);
(b) Furnishing statistical and research data, data processing
services, clerical services, and internal executive and administrative services
and stationery and office supplies in connection with the foregoing;
(c) Accounting and bookkeeping services (including the maintenance of
such accounts, books and records of the Fund as may be required by Section 31(a)
of the 1940 Act and the rule thereunder);
(d) Internal auditing;
(e) Valuing the Fund's assets and calculating the net asset value of
the shares of the Fund at the close of trading on the New York Stock Exchange on
the last day on which the NYSE is open for trading of each week and month.
(f) Accumulating information for and, subject to approval by the
Fund's Treasurer, preparing reports to the Fund's shareholders of record and the
SEC including. but not necessarily limited to, Annual Reports and Semi-Annual
Reports on Form N-SAR;
(g) Preparing and filing various reports or other documents required
by Federal, state and other applicable laws and regulations and by stock
exchanges on which the shares of the Fund are listed, other than those filed or
required to be filed by the Fund's Adviser or Transfer Agent;
(h) Preparing and filing the Fund's tax returns;
(i) Assisting in the monitoring and development of compliance
procedures to assist the Adviser in monitoring compliance with the Fund's
investment objectives, policies, restrictions, tax matters and applicable laws
and regulations; and
(j) Preparing and furnishing the Fund (at the Fund's request) with
performance information (including yield and total return information)
calculated in accordance with applicable U.S. securities laws and reporting to
external databases such information as may reasonably be requested.
In performing all services under this Agreement, Dreyfus shall act in
conformity with Fund's Articles of Incorporation and By-Laws; the 1940 Act and
the Investment Advisers Act of 1940, as the same may from time to time be
amended; and the investment objectives, investment policies and other practices
and policies set forth in the Fund's Registration Statement as such Registration
Statement and practices and policies may be amended from time to time.
4. ALLOCATION OF EXPENSES. Dreyfus shall bear all expenses in
connection with the' performance of its services under this Agreement.
(a) Dreyfus will from time to time employ or associate with itself
such person or persons as Dreyfus may believe to be particularly suited to
assist it in performing services under this Agreement. Such person or persons
may be officers and employees who are employed by both Dreyfus and the Fund. The
compensation of such person or persons shall be paid by Dreyfus and no
obligation shall be incurred on behalf of the Fund in such respect.
(b) Dreyfus shall not be required to pay any of the following expenses
incurred by the Fund: custodial expenses; membership dues in the Investment
Company Institute or any similar organization; transfer agency expenses;
investment advisory expenses; costs of printing and mailing stock certificates,
prospectuses, reports and notices; interest on borrowed money; brokerage
commissions; taxes and fees payable to Federal, state and other governmental
agencies; fees of Directors of the Fund who are not affiliated with Dreyfus;
outside auditing expenses; outside legal expenses; or other expenses not
specified in this Article 4 which may be properly payable by the Fund.
(c) For the services to be rendered, the facilities to be furnished
and the payments to be made by Dreyfus, as provided for in this Agreement,
Dreyfus shall be compensated by the Fund pursuant to an amended Fee Agreement
among the Fund, Dreyfus, Boston Safe Deposit and Trust Company and The
Shareholder Services Group, Inc., dated as of November 1, 1995.
(d) The Fund will compensate Dreyfus for its services rendered
pursuant to this Agreement in accordance with the fees set forth above. Such
fees do not include out-of-pocket disbursements of the Administrator for which
the Administrator shall be entitled to xxxx separately. Out-of-pocket
disbursements shall include, but shall not be limited to, the items specified in
Schedule A, annexed hereto and incorporated herein, which schedule may be
modified by the Administrator upon not less than thirty days' prior written
notice to the Fund.
(e) Dreyfus will xxxx the Fund as soon as practicable after the end of
each calendar month, and said xxxxxxxx will be detailed in accordance with the
out-of-pocket schedule. The Fund will promptly pay to Dreyfus the amount of such
billing.
5. LIMITATION OF LIABILITY. Dreyfus 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 performance of its obligations and duties under this Agreement, except
a loss resulting from Dreyfus' willful misfeasance, bad faith or gross
negligence in the performance of such obligations and duties, or by reason of
its reckless disregard thereof. The Fund will indemnify Dreyfus against and hold
it harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from the willful misfeasance, bad faith or
gross negligence of Dreyfus in the performance of such obligations and duties.
6. TERMINATION OF AGREEMENT.
(a) This Agreement shall become effective on the date hereof and shall
remain in force unless terminated pursuant to the provisions of subsection (b)
of this Section 6.
(b) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days' written notice, by vote of the holders of a majority
of the outstanding voting securities of the Fund, or by vote of a majority of
the Board of Directors of the Fund, or by Dreyfus.
7. AMENDMENT TO THIS AGREEMENT. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
8. MISCELLANEOUS.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or Dreyfus shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To the Fund:
Dreyfus Strategic Municipal Bond Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
To Dreyfus:
The Dreyfus Corporation, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
(b) 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 without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date,
first written above.
THE DREYFUS CORPORATION
By:
----------------------------
DREYFUS STRATEGIC MUNICIPAL BOND
FUND, INC.
By: /S/ XXXXXXXXX XXXXXXX
------------------------------
EXHIBIT A
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
Out-of-Pocket Expenses
Administration Agreement
I. Out-of-pocket expenses include, but are not limited to, the following:
- Postage
- Telephone
- Telecommunications charges
- Duplicating
- Pricing services
- Forms and supplies
- Travel