Exhibit 10.8
SERVICE AGREEMENT
(For use by Broker-Dealers and Other Professionals)
Dreyfus Service Corporation
000 Xxxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, 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 sub-accounting; 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 (a) 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; and (b) 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.
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 the address above,
Attention: Director of Institutional Services (with a copy to 000 Xxxx
Xxxxxx, Xxxxxxxxx: General Counsel), and all notices to us shall be
given or sent to us at our address furnished below.
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.
Very truly yours,
CBNY Investment Services Corp.
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Service Agent Name (Please Print or Type)
000 Xxxx Xxxxxx, 21st Floor
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Xxxxxx Xxxxxxx
Xxx Xxxx XX 00000
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City State Zip Code
By: /s/ Xxxx Xxxxxxxxx Xxxxxxxx 5/15/01
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Authorized Signature Date
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
By: /s/ Xxxxxxx Xxxxxxx 5/21/01
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Authorized Signature Date
