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.
APPENDIX B
TO BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES 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: assisting clients in
changing dividend options, account designations and addresses;
performing subaccounting; establishing and maintaining shareholder
accounts and records; processing purchase and redemption
transactions; 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, will be authorized by our
clients and will not result in an excessive or unauthorized fee to
us. We will act solely as agent for, upon the order of, and for
the account of, 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. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in
the same proportion as the vote of those shares held for our
clients' accounts.
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. 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. 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. 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
Shareholder Services Plan 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 telex,
telecopier, 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.
APPENDIX C
TO BROKER-DEALER AGREEMENT
FORM OF DISTRIBUTION PLAN AGREEMENT
Dreyfus Service Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We wish to enter into an Agreement with you with respect to our
providing distribution assistance relating to shares of 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 distribution assistance in connection
with the sale of shares of the Funds. 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 services hereunder. 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. 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. 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. 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 distribution 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
Distribution 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.
APPENDIX D
TO BROKER-DEALER AGREEMENT
EXPEDITED REDEMPTION INFORMATION FORM
The following information is provided by the Firm identified below
which desires to exercise expedited redemption privileges with
respect to shares of certain mutual funds managed, advised or
administered by The Dreyfus Corporation or its subsidiaries or
affiliates, which shares are registered in the name of, or
beneficially owned by, the customers of such Firm.
(PLEASE PRINT OR TYPE)
NAME OF FIRM
STREET ADDRESS CITY STATE ZIP
CODE
In order to speed payment, redemption proceeds shall be sent only
to the commercial bank identified below, for credit to customer
accounts of the above-named Firm.
NAME OF COMMERCIAL BANK TO RECEIVE ALL PAYMENTS - ABA NUMBER
ACCOUNT NAME ACCOUNT NUMBER
STREET ADDRESS CITY STATE ZIP
CODE
