EXHIBIT 9
C O N F I D E N T I A L
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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement dated as of November 21, 1995 between THE
DREYFUS/LAUREL FUNDS TRUST, a business trust organized and existing under the
laws of the Commonwealth of Massachusetts, having its principal office and place
of business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred
to as the "Fund"), and DREYFUS TRANSFER, INC., a Maryland corporation, having
its principal office and place of business at Xxx Xxxxxxxx Xxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxx 00000.
W I T N E S S E T H :
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That for and in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases
shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in a
Certificate. From time to time the Fund may amend a previously delivered
Certificate by delivering to the Transfer Agent (as hereinafter defined) a
Certificate naming an additional entity or deleting any entity named in a
previously delivered Certificate.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Transfer Agent by the Fund, which is signed by any Officer, as hereinafter
defined, and actually received by the Transfer Agent.
3. "Computer tape" shall include any tapes physically delivered, or
electronic transmission inputted or transmitted via a remote terminal or other
similar link, into a data processing, storage, or collection system, or similar
system, utilized by the Transfer Agent. All computer tapes shall be compatible
with either the Transfer Agent's tape layout package existing on the date of
this Agreement, or such other format as may be developed pursuant to the
software enhancement procedures (see Appendix C(2)).
4. "Custodian" shall mean The Bank of New York, as custodian under
the terms and conditions of the Custody Agreement between The Bank of New York
and the Fund, or its successor(s), or any other custodian appointed by the Fund.
5. "Dreyfus" shall mean The Dreyfus Corporation and/or any
presently existing or future subsidiary thereof (excluding the Transfer
Agent), as the context requires.
6. "Dreyfus-affiliated fund" shall mean any mutual fund
sponsored, advised, sub-advised or administered by Dreyfus, or for which
Dreyfus acts as the primary distributor.
7. "Fund Business Day" shall be deemed to be each day on which the
Fund is required to determine its net asset value, and any other day on which
the Securities and Exchange Commission may require the Fund to be open for
business.
8. "Officer" shall be deemed to be the Fund's Chairman of the Board,
the Fund's President, any Vice President of the Fund, the Fund's Secretary, the
Fund's Treasurer, the Fund's Controller, any Assistant Controller of the Fund,
any Assistant Treasurer of the Fund, any Assistant Secretary of the Fund, and
any other person duly authorized by the Fund's Board to execute any Certificate,
instruction, notice or other instrument on behalf of the Fund and named in the
Certificate annexed hereto as Appendix A, as such Certificate may be amended
from time to time.
9. "Prospectus" shall mean the most current Fund prospectus and
statement of additional information with respect to which a registration
statement under the Securities Act of 1933, as amended, has become effective.
10. "Shares" shall mean all or any part of each class of shares of
beneficial interest of the Fund listed in the Certificate annexed hereto as
Appendix B, as it may be amended from time to time, which from time to time are
authorized and/or issued by the Fund.
11. "Transfer Agent" shall mean Dreyfus Transfer, Inc., as transfer
agent, registrar and dividend disbursing agent under the terms and conditions of
this Agreement, its permitted agent(s), sub-contractor(s), successor(s) or
assign(s).
12. Unless otherwise specified, "written" or "in writing" refers to
an original, manually-signed document.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Fund hereby constitutes and appoints the Transfer Agent as
transfer agent of all the Shares of the Fund and as dividend disbursing agent
during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as transfer agent
and dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth, including those set forth on Appendices C(1) and C(2),
and Exhibit 1 - "System Report Output," for the fees set forth therein.
3. In connection with such appointment, the Fund shall deliver the
following documents to the Transfer Agent:
(a) A certified copy of the Fund's Amended and
Restated Master Trust Agreement and all amendments thereto;
(b) A certified copy of the By-Laws of the Fund;
(c) A certified copy of a resolution of the Fund's Board
appointing the Transfer Agent and authorizing the execution of this Transfer
Agency Agreement;
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(d) A Certificate signed by the Secretary of the Fund
specifying with respect to each class of Shares: the number of authorized
Shares, and the number of such authorized Shares issued and currently
outstanding, the names and specimen signatures of the Officers of the Fund, and
the name and address of the legal counsel for the Fund;
(e) Specimen Share certificates for each class of Shares in the
form approved by the Fund's Board, together with a certificate signed by the
Secretary of the Fund as to such approval;
(f) Copies of the Fund's Registration Statement, as amended to
date, and the most recently filed Post-Effective Amendment thereto, filed by the
Fund with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and under the Investment Company Act of 1940, as amended,
together with any applications filed in connection therewith;
(g) Opinion of counsel for the Fund with respect to the
validity of the authorized and outstanding Shares, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable federal law or regulation (i.e.,
if subject to registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the specific grounds
therefor); and
(h) Such other documents as may reasonably be requested by the
Transfer Agent in order for it to properly perform its duties under this
Agreement.
4. The Fund shall furnish the Transfer Agent with a sufficient supply
of blank Share certificates and will replenish such supply within 30 days after
receiving a request therefor from the Transfer Agent. Such blank Share
certificates shall be properly signed, by facsimile or otherwise, by Officers of
the Fund authorized by law or by the By-Laws to sign Share certificates, and, if
required, shall bear the corporate seal or facsimile thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Fund shall deliver to the Transfer Agent the following
documents on or before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of a resolution of the Fund's Board
authorizing the amendment to the Amended and Restated Master Trust Agreement
giving effect to such increase or decrease;
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(b) In the case of an increase, an opinion of counsel for the
Fund with respect to the validity of the increased number of Shares and the
status of such Shares under the Securities Act of 1933, as amended, and any
other applicable federal law or regulation (i.e., if subject to registration,
that they have been registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefor); and
(c) In the case of an increase, if the appointment of the
Transfer Agent was theretofore expressly limited, a certified copy of a
resolution of the Fund's Board increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares of the Fund
pursuant to stock dividends or stock splits, etc., and prior to any reduction in
the number of Shares outstanding, the Fund shall deliver the following documents
to the Transfer Agent:
(a) A Board certified copy of the resolution(s) adopted by the
Fund and/or the shareholders of the Fund authorizing such issuance of additional
Shares of the Fund or such reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect to the
validity of the additional Shares of the Fund and the status of such Shares
under the Securities Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that they have been
registered and that the Registration Statement has become effective, or, if
exempt, the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization or other
capital adjustment requiring a change in the form of Share certificates, the
Transfer Agent will issue Share certificates in the new form in exchange for, or
upon transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of Share
certificates in the new form;
(b) A certified copy of any amendment to the Amended and
Restated Master Trust Agreement with respect to the change;
(c) Specimen Share certificates for each class of Shares in the
new form approved by the Fund's Board, with a Certificate signed by the
Secretary of the Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to the
validity of the Shares in the new form and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable federal law or
regulation (i.e., if subject to registration, that the Shares have been
registered and that the Registration Statement has become effective or, if
exempt, the specific grounds therefor).
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2. The Fund shall furnish the Transfer Agent with a sufficient supply
of blank Share certificates in the new form, and will replenish such supply
within 30 days after receiving a request therefor from the Transfer Agent. Such
blank Share certificates shall be properly signed by Officers of the Fund
authorized by law or by the By-Laws to sign Share certificates and, if required,
shall bear the Fund's seal or facsimile thereof.
ARTICLE V
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
1. (a) The Transfer Agent shall accept with respect to the Fund's
Shares on each Fund Business Day, at such times as are specified in the
Prospectus and at such other times as are agreed upon from time to time by the
Transfer Agent and the Fund, each (i) purchase order received from a purchaser,
or shareholder, whether or not an Approved Institution, and (ii) redemption
request either received from a shareholder or an Approved Institution, or
contained in a Certificate, provided that such purchase order or redemption
request, as the case may be, is in conformity with the Fund's purchase and
redemption procedures described in the Prospectus.
(b) The Transfer Agent also shall accept with respect to the
Fund's Shares on each Fund Business Day, at such times as are specified in the
Prospectus and at such other times as are agreed upon from time to time by the
Transfer Agent and the Fund, a computer tape containing the information set
forth in Section l(a) which is furnished by or on behalf of any Approved
Institution.
2. On each Fund Business Day, the Transfer Agent shall, as of the
time at which the Fund computes its net asset value, record the issuance to, and
redemption from, the accounts specified in a purchase order, redemption request,
or computer tape which, in accordance with the Prospectus, is effective on such
Fund Business Day, the appropriate number of full and fractional Shares based on
the net asset value per Share of such class specified in an advice or computer
tape received on such Fund Business Day from the Fund. Notwithstanding the
foregoing, if a redemption specified in a computer tape is for a dollar value of
Shares in excess of the dollar value of uncertificated Shares in the specified
account, the Transfer Agent shall not record such redemption in whole or part,
and shall immediately orally advise the Approved Institution which supplied such
tape of such discrepancy, with an advice in writing faxed to the Approved
Institution on that same day and mailed to the Approved Institution on the
following day.
3. The Transfer Agent shall, as of each Fund Business Day specified
in a Certificate or resolution described in paragraph 1 of succeeding Article
VI, record the issuance of Shares of a class, based on the net asset value per
Share of such class specified in an advice or computer tape received from the
Fund on such Fund Business Day, in connection with a reinvestment of a dividend
or distribution on Shares of such class.
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4. On each Fund Business Day, the Transfer Agent shall supply the
Fund as early as is reasonably practicable with a statement specifying with
respect to the immediately preceding Fund Business Day: the total number of
Shares of each class (including fractional Shares) issued and outstanding at the
opening of business on such day; the total number of Shares of each class
recorded by the Transfer Agent as having been issued on such day pursuant to
preceding paragraph 2 of this Article; the total number of Shares of each class
recorded by the Transfer Agent as having been redeemed on such day; the total
number of Shares of each class, if any, recorded by the Transfer Agent as having
been issued on such day pursuant to preceding paragraph 3 of this Article, and
the total number of Shares of each class issued and outstanding as of the close
of such business day. As soon as is reasonably practicable after such statement
is received by the Fund, the Fund shall confirm the number of Shares of each
class issued and outstanding contained therein, and may make any necessary
corrections, by delivering to the Transfer Agent a Certificate with respect to
the same.
5. In connection with each purchase and each redemption of Shares,
the Transfer Agent shall send such statements as are described in either of the
Prospectus or this Agreement. In the event of conflicting language with respect
to such statements, the Prospectus will control. If the Prospectus indicates
that certificates for Shares are available, and if specifically requested in
writing by any shareholder, or if otherwise required hereunder, the Transfer
Agent will countersign, record the issuance of and mail, by not less than first
class insured mail, to such shareholder at the address set forth in the records
of the Transfer Agent, a Share certificate for any full Shares requested. In
addition, the Transfer Agent shall record the issuance of and mail Share
Certificates for full Shares requested otherwise than in writing provided such
request is in accordance with the Prospectus.
6. As of each Fund Business Day, the Transfer Agent shall furnish, at
the Fund's direction, an advice in writing or, if requested by the Fund, a
computer tape, setting forth the number and dollar amount of Shares to be
redeemed or purchased on such Fund Business Day in accordance with paragraph 2
of this Article.
7. The Transfer Agent shall direct the Custodian to transfer moneys
to the dividend disbursing/redemption payment account in connection with a
redemption of Shares, and then shall cancel the redeemed Shares and after making
appropriate deduction for any withholding of taxes required of it by applicable
law (a) in the case of a redemption of Shares pursuant to a redemption described
in preceding paragraph l(a) of this Article, make payment in accordance with the
Fund's redemption and payment procedures described in the Prospectus and the
shareholder's instructions with respect thereto (so long as such instructions do
not conflict with the Prospectus), and (b) in the case of a redemption of Shares
pursuant to a computer tape described in preceding paragraph l(b) of this
Article, make payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in said computer
tape.
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8. The Transfer Agent shall not be required to record the issuance of
Shares after it has received from an Officer of the Fund or from an appropriate
federal or state authority written notification that the sale of such Shares has
been suspended or discontinued, nor shall it be required to record the
redemption of any Shares after it has received written notification to such
effect from an Officer of the Fund or from an appropriate federal authority. The
Fund will supply to the Transfer Agent a Certificate listing the states in which
the Fund's shares are qualified for sale, as amended from time to time, and the
Transfer Agent will record the issuance of Shares only with respect to persons
or entities having addresses in such States.
9. The Transfer Agent shall accept a computer tape which is furnished
by or on behalf of any Approved Institution and is represented to be
instructions with respect to the transfer of Shares from one account of such
Approved Institution to another account of such Approved Institution, and shall
effect the transfers specified in said computer tape.
10. Except as otherwise provided in paragraph 11 of this Article,
Shares will be transferred or redeemed upon presentation to the Transfer Agent
of Share certificates or instructions properly endorsed for transfer or
redemption, accompanied by such documents as the Transfer Agent reasonably deems
necessary to evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment of stock transfer
taxes, if any. The Transfer Agent reserves the right to refuse to transfer or
record the redemption of Shares until it is reasonably satisfied that the
endorsement on the Share certificate or instructions is valid and genuine, and
for that purpose it will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature pursuant to standards and a
program adopted in accordance with Rule 17A-15 under the Securities Exchange Act
of 1934. The Transfer Agent also reserves the right to refuse to transfer or
record the redemption of Shares until it is satisfied that the requested
transfer or redemption is legally authorized, and it shall incur no liability
for the refusal, in good faith, to make transfers or record redemptions which
the Transfer Agent, in its reasonable judgment, deems improper or unauthorized,
or until it is satisfied that there is no basis to any claims adverse to such
transfer or redemption. The Transfer Agent may, in effecting transfers or
recording redemptions of Shares, rely upon those provisions of the Uniform Act
for the Simplification of Fiduciary Security Transfers or the Uniform Commercial
Code, as the same may be amended from time to time, applicable to the transfer
of securities.
11. Notwithstanding any provision contained in this Agreement to the
contrary, the Transfer Agent shall not be required or expected to obtain, as a
condition to any transfer of any Shares pursuant to paragraph 9 of this Article,
any documents, including, without limitation, any documents of the kind
described in paragraph 10 of this Article, to evidence the authority of the
person requesting the transfer or redemption and/or the payment of any stock
transfer taxes.
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ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall advise the Transfer Agent as to the following: (i)
with respect to each class of Shares, the date of the declaration of a dividend
or distribution, the date of accrual or payment, as the case may be, thereof,
the record date as of which shareholders entitled to payment, or accrual, as the
case may be, shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to the Transfer
Agent on such payment date, or (ii) whether the Fund has authorized the
declaration of dividends and distributions on a daily or other periodic basis.
2. Upon the payment date specified in paragraph 1 above, the Transfer
Agent shall, in the case of a cash dividend or distribution, cause the Custodian
to transfer to the dividend disbursing/redemption payment account an amount of
cash, if any, sufficient for the Transfer Agent to make the payment, if any, to
such Shareholders of record as of such payment date who have not elected to
reinvest such dividend or distribution in shares of the Fund. The Transfer Agent
will, upon the transfer of any such cash, make payment of such cash dividends or
distributions to such Shareholders of record as of the record date by: (i)
mailing a check, payable to the registered shareholder or other properly
authorized payee, to the address of record or dividend mailing address, or (ii)
wiring such amounts, or transferring such amounts through the Automated Clearing
House, to the accounts previously designated by an Approved Institution, as the
case may be. If the Custodian shall not transfer sufficient cash to enable the
Transfer Agent to make payments of any cash dividend or distribution on the
payable date to all shareholders of record of the Fund as of the record date,
the Transfer Agent shall immediately so notify the Fund, and only after such
notification may withhold payment to all shareholders of record as of the record
date until sufficient cash is provided.
3. It is understood that the Transfer Agent shall file timely such
appropriate information returns concerning the payment of dividends and other
distributions with the proper federal, state and local authorities as are
required by law to be filed by the Fund and shall be responsible for the
collection or withholding of taxes due on such dividends or distributions due to
shareholders to the extent required of it by applicable law or as agreed between
the Transfer Agent and the Fund.
ARTICLE VII
CONCERNING THE FUND
1. The Fund shall deliver to the Transfer Agent written notice of any
change in the Officers authorized to sign Share certificates, Certificates,
notifications or requests, together with a specimen signature of each new
Officer. In the event any Officer who shall have signed manually or whose
facsimile signature shall have been affixed to blank Share certificates shall
die, resign or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund notwithstanding
such death, resignation or removal, and the Fund shall deliver to the Transfer
Agent such approval, adoption or ratification as may be required by law.
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2. Each copy of the charter documents of the Fund and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of organization. Each copy of the By-Laws and
copies of all amendments thereto, and copies of resolutions of the Fund's Board,
shall be certified by the Secretary or Assistant Secretary of the Fund under its
corporate seal.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent shall keep such records as are specified in
Appendix C(l) hereto in the form and manner, and for such period, as are
required by the rules and regulations of appropriate government authorities, in
particular Rules 3la-2 and 31a-3 under the Investment Company Act of 1940, as
amended from time to time. The records specified in Appendix C(l) hereto
maintained by the Transfer Agent pursuant to this paragraph 1 shall be
considered to be the property of the Fund and the Transfer Agent shall make such
records available promptly upon request for inspection by representatives of the
Fund's auditors and legal counsel, employees of the Fund, officers of the Fund
and employees of Dreyfus or any of its affiliates designated by the Fund, and
such records shall be delivered to the Fund (or a designated successor transfer
agent) upon request and in any event upon the date of termination of this
Agreement, in all forms and manner kept by the Transfer Agent on such date of
termination or such earlier date as may be requested by the Fund. By way of
illustration only, and in no way limiting the generality of the foregoing
provisions, if the Transfer Agent or its agent captures signatures from Fund
applications for the purpose of verifying signatures on redemption checks, the
captured signatures (representations of the shareholder's signature which are
relied upon to verify signatures) are considered to be the property of the Fund
in all forms maintained. In addition, account history data or other account
information maintained on microfiche, microfilm, hard copy or other format, are
all considered to be property of the Fund. The Fund will pay the Transfer
Agent's reasonable out-of-pocket expenses for handling and delivering records to
the Fund (or a designated successor transfer agent) pursuant to this paragraph,
but will not be charged any amount for the compilation of such records.
Inspections of records hereunder shall take place only during
business hours, and upon not less than one business day's prior notice to the
Transfer Agent.
2. The Transfer Agent may, upon written approval of the Fund, employ
agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall have with
respect to the actions or omissions to act of each such agent, sub-contractor or
attorney-in-fact the same rights, duties, and responsibilities as the Transfer
Agent would have had if any such actions or omissions to act were the action or
omission to act of the Transfer Agent or any officer or employee of the Transfer
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Agent. By executing this Agreement, the Fund gives its approval to the
utilization of First Data Investor Services Group, Inc., and its permitted
successors and assigns, as sub-contractor for the performance of any or all of
the services required to be performed by the Transfer Agent hereunder.
3. Share certificates, the value of which does not exceed the limits
of the Transfer Agent's Blanket Bond, shall be sent by the Transfer Agent by
certified mail. Share certificates, the value of which exceeds the limits of the
Transfer Agent's Blanket Bond, will be sent by the Transfer Agent by registered
mail with adequate insurance.
4. The Transfer Agent may issue new Share certificates in place of
Share certificates represented to have been lost, stolen or destroyed upon
receiving instructions in writing from an Officer and indemnity provided by the
alleged owner of the Share certificates reasonably deemed satisfactory by the
Transfer Agent. Such instructions from the Fund shall be in such form as
approved by the Fund's Board of in accordance with the provisions of law or of
the By-Laws of the Fund governing such matters. The Transfer Agent may issue new
Share certificates in exchange for, and upon surrender of, mutilated Share
certificates
5. The Transfer Agent will issue and mail subscription warrants for
the Shares; Shares representing dividends, exchanges or splits, or act as
conversion agent upon receiving written instructions from an Officer and such
other documents as the Transfer Agent reasonably may deem necessary.
6. The Transfer Agent will supply shareholder lists to the Fund from
time to time, at no cost to the Fund, upon receiving a request therefor from an
Officer of the Fund.
7. At the request of an Officer, the Transfer Agent will address and
mail such appropriate notices to shareholders as the Fund may direct.
8. Notwithstanding any of the foregoing provisions of this Agreement,
the Transfer Agent shall be under no duty or obligation to inquire into, and
shall not be liable for:
(a) The legality of the issue or sale of any Shares to, the
sufficiency of the amount to be received therefor from, or the authority of, any
Approved Institution or the Fund, as the case may be, to request such sale or
issuance;
(b) The legality of a transfer or redemption of Shares
requested by, the propriety of the amount to be paid therefor by, or the
authority of any Approved Institution or the Fund, as the case may be, to
request, such transfer or redemption;
(c) The legality of the declaration of any dividend by the
Fund, or the legality of the issuance of any Shares in payment of any stock
dividend; or
(d) The legality of any recapitalization or readjustment of the
Shares.
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9. The Transfer Agent shall be entitled to receive and the Fund
hereby agrees to pay to the Transfer Agent for its performance hereunder,
including its performance of the duties and functions set forth in the
Appendices hereto, the amounts set forth therein, as amended from time to time.
10. The Transfer Agent will at all times during the term of this
Agreement maintain the following insurance policies, issued by a qualified
insurance carrier with a Best's rating of 'A' or better, in at least the
following minimum amounts: (i) an Investment Company Asset Protection Bond
providing coverage for, among other things, employee dishonesty, loss of
money/securities, and forgery, in the amount of $125 million, such amount to be
increased annually in proportion to the extent the total of all assets being
serviced by the Transfer Agent increases, and (ii) a Professional Liability
Policy providing errors and omissions coverage in the amount of $5 million. Such
bonds may be in the form of a joint bond insuring the Dreyfus-affiliated funds,
and Dreyfus and its affiliates, and in the case of (i) above, the Transfer Agent
may rely on such bond maintained by the Dreyfus-affiliated funds.
11. The Transfer Agent will not give any other organization or mutual
fund, whether or not affiliated with the Transfer Agent, any preference in
supplying any material service to be provided hereunder.
ARTICLE IX
TERMINATION
This Agreement shall continue until terminated as provided hereafter.
Each of the rights of termination provided in this Article is separable and
independent, and a party's ability or inability to terminate this Agreement
under one of such provisions shall not, by itself, preclude such party from
exercising any other of such provisions.
1. The Fund may terminate this Agreement in accordance with the
provisions of Appendix D hereto.
2. The Fund may terminate this Agreement immediately if the Transfer
Agent shall fail to perform the transfer agency services provided for hereunder
in any material respect, and such failure shall continue to be unremedied for a
period of forty-five (45) days after receipt of written notice from the Fund
specifying the failure and demanding that the same be remedied, except for such
failures which by their nature require a longer period to effect a cure. With
respect to those failures, the Transfer Agent must commence cure immediately and
continue to work diligently until such cure is effected. The Transfer Agent will
in all cases notify the Fund promptly once a cure is effected. The Transfer
Agent's right to cure a failure to provide transfer agency services pursuant to
this paragraph will not be available, and the Fund will therefore have the right
to immediately terminate this Agreement, with respect to a second failure to
provide the same or substantially similar services within any six month period
after notice of the cure of the initial failure.
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3. The Fund may terminate this Agreement immediately, and at any
point during a period of two years thereafter, if: (a) the Transfer Agent is
adjudicated insolvent or bankrupt or ceases to do business, is unable or admits
in writing its inability to pay all debts as they mature or make a general
assignment for the benefit of, or enters into a composition or arrangement with,
creditors; (b) all or a substantial part of the property of the Transfer Agent
is sequestered by court order and such order remains in effect for more than
thirty (30) days; (c) the Transfer Agent authorizes, applies for or consents to
the appointment of a receiver, trustee or liquidator of all or a substantial
part of its assets or has such proceedings seeking such appointment commenced
against it which are not terminated within thirty (30) days of such
commencement; or (d) the Transfer Agent files a voluntary petition under the
reorganization or arrangement provisions of the laws of the United States
pertaining to bankruptcy or any similar law of any jurisdiction, or has
proceedings under any law instituted against it, which are not terminated within
thirty (30) days of such commencement.
4. The Transfer Agent may, at any time, give the Fund written notice
of the proposed acquisition of the Transfer Agent (or substantially all of its
assets) or of any entity (or substantially all of its assets), which controls,
directly or indirectly, the Transfer Agent, by an unaffiliated third party
which, directly or indirectly, neither controls, is controlled by or is under
common control with, the Transfer Agent. The Fund may, in its sole discretion,
and at any time within the sixty (60) days following receipt of such notice from
the Transfer Agent, give to the Transfer Agent the Fund's written consent to
such acquisition. In the event of any such acquisition of the Transfer Agent of
which the Fund was not given notice, or to which the Fund did not consent in
writing, the Fund may at any time thereafter terminate this Agreement upon one
day's notice. No consent of the Fund will be required for the acquisition of the
Transfer Agent, or substantially all of its assets, by any entity which now or
in the future controls, is controlled by or is under common control with the
Transfer Agent.
5. The Fund may terminate this Agreement, upon twelve months prior
written notice to the Transfer Agent (unless the date of this Agreement is less
than twelve months prior to the effective termination date of which the Transfer
Agent has been given notice by the other Dreyfus-affiliated funds pursuant to
their respective transfer agency agreements).
6. The Transfer Agent may not terminate this Agreement prior to June
30, 1998 and thereafter may terminate this Agreement by giving the Fund notice
in writing specifying the date of such termination, which shall be not less than
twenty-four months after the date of receipt of such notice, and in any event
not prior to June 30, 2000. If the Transfer Agent gives such notice, the Fund
will have the option to extend such proposed termination date by an additional
six months. The Fund may exercise this option by giving notice thereof to the
Transfer Agent in writing no less than three months prior to the Transfer
Agent's originally proposed termination date.
12
7. In the event notice of termination is given by the Fund, it shall
be accompanied by a copy of a resolution of the Fund's Board, certified by the
Secretary or any Assistant Secretary, electing to terminate this Agreement and
specifying the date of termination. The Fund shall designate a successor
transfer agent or transfer agents prior to the date of termination specified in
such notice. In the event notice of termination is given by the Transfer Agent,
the Fund shall, on or before the termination date, deliver to the Transfer Agent
a copy of a resolution of its Board certified by the Secretary or any Assistant
Secretary designating a successor transfer agent or transfer agents. In the
absence of such designation by the Fund, the Transfer Agent may designate a
successor transfer agent. If the Fund fails to designate a successor transfer
agent and if the Transfer Agent is unable to find a successor transfer agent,
the Fund shall, upon the date specified in the notice of termination of this
Agreement and delivery of the records required to be maintained hereunder, be
deemed to be its own transfer agent and the Transfer Agent shall thereby be
relieved of all further duties and responsibilities pursuant to this Agreement.
8. Anything in this Agreement to the contrary notwithstanding, any
liability of the Transfer Agent to the Fund arising out of and during the term
of this Agreement, or the period of confidentiality provided for in paragraph 7
of Article XIII, shall survive the termination of this Agreement for a period of
six years and, with respect to the provisions of paragraph 7 of Article XIII,
shall survive the period of such confidentiality for a period of six years,
regardless of whether such respective liability is discovered prior to such
termination or prior to the end of such period.
ARTICLE X
CASH MANAGEMENT SERVICES
Except as provided herein or otherwise agreed to in writing between
the parties, the cash management services set forth in Appendix E shall be
provided by a third-party cash manager (the "Cash Manager"). During the term of
such agreement, the Transfer Agent will interface with the Cash Manager in all
respects as are reasonably necessary for the provision of such cash management
services to the Fund.
ARTICLE XI
FEES
The fees to be paid to the Transfer Agent by the Fund pursuant to
this Agreement shall only be earned by the Transfer Agent, and the Fund will be
liable for the payment thereof, beginning on the later of the date of this
Agreement or the date the Transfer Agent first provides the transfer agency
functions contemplated hereby.
13
The Transfer Agent's fees shall not be subject to any increase prior
to June 1, 1996. Thereafter, the Transfer Agent's fees hereunder (except those
fees provided for under "Benefit Plans" on page C-10 hereof, which are not
subject to any change, except as may be mutually agreed) will be subject to an
annual percentage increase or decrease based upon the numerically smaller of:
(a) seventy-five percent (75%) of the percentage change, for the immediately
preceding year, in the Bureau of Labor Statistics "Consumer Price Index for all
Urban Consumers: U.S. City Average by Expenditure Category and Service Group -
Services (less rent)" (the "CPI") or any successor index, or (b) seven percent
(7%). Any such increase or decrease will, however, be subject to the following:
(i) the Transfer Agent must provide the Fund with written notice of any proposed
increase at least six months prior to the effectiveness thereof, (ii) a decrease
in fees shall only occur when the CPI has decreased for two consecutive years
and will then be based upon the decrease for the second year, e.g. if 75% of the
CPI's decrease equals 4% in year four and 8% in year five, the fees to be paid
by the Fund hereunder would not otherwise change in year five, and would
decrease by 7% in year six, and (iii) all fees to be paid to the Transfer Agent
by the Fund hereunder, whether for services currently enumerated or added in the
future, will at all times be at a rate no greater than the fees charged to any
other mutual fund by the Transfer Agent for substantially equivalent services,
after adjusting for any float benefits to put such fees on a comparable basis
for the purposes of this calculation. The Transfer Agent will deliver to the
Fund, on an annual basis within thirty (30) days after the end of each year, a
statement signed by the president or chief financial officer of the Transfer
Agent, confirming the Fund's "most favored customer" status. The Fund shall have
the right, at its option, to request the Transfer Agent's independent auditors
to independently confirm such status of the Fund. In connection therewith, the
Transfer Agent shall give its independent auditors full and unimpeded access to
the information and documents deemed by such auditors to be necessary for the
accomplishment of such audit. The Transfer Agent and the Fund will each pay
one-half of the cost of such audit.
ARTICLE XII
LIABILITY AND INDEMNITY
1. The Transfer Agent shall be liable hereunder for any loss, cost,
expense or damage, including reasonable counsel fees, which result from the acts
or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in
breach of this Agreement or when such acts or omissions to act constitute
negligence, bad faith or willful misconduct.
14
2. So long as the Transfer Agent has acted or omitted to act in good
faith, without negligence or willful misconduct, the Fund shall indemnify and
exonerate, save and hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law), demands, expenses
(including reasonable attorney's fees) and liabilities of any and every nature
which the Transfer Agent may sustain or incur or which may be asserted against
the Transfer Agent by any person by reason of or as a result of any action taken
or omitted to be taken by the Transfer Agent in connection with its duties under
this Agreement and in reliance upon or pursuant to: (i) any provision of this
Agreement; (ii) the Prospectus; (iii) any instruction or order including,
without limitation, any computer tape received by the Transfer Agent from an
Approved Institution; (iv) any instrument, order or Share certificate reasonably
believed by it to be genuine and to be signed, countersigned or executed by any
duly authorized Officer of the Fund; (v) any Certificate or other instructions
of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal
counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring
any expense (including attorney's fees) in connection with any claim, demand or
liability for which it may seek indemnification from the Fund hereunder. The
Fund will be entitled to assume the defense of any suit brought to enforce any
such claim, demand or liability, and in such case, such defense will be
conducted by counsel of good standing chosen by the Fund and approved by the
Transfer Agent, such approval not to be unreasonably withheld. The Fund will not
settle any such action without the prior written consent of the Transfer Agent,
if such settlement would require the Transfer Agent to perform any action or
incur any liability not otherwise required by this Agreement. The Transfer Agent
will not, without the Fund's prior written consent, settle any claim, demand or
liability for which the Fund will be asked for indemnification hereunder. The
Fund's indemnity of the Transfer Agent hereunder will survive termination of
this Agreement for a period of six years and, with respect to the provisions of
paragraph 7 of Article XIII, for a period of six years after the end of the
period of confidentiality provided thereunder.
3. Specifically, but not by way of limitation, the Fund shall
indemnify and exonerate, save and hold harmless the Transfer Agent from and
against any and all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorney's fees) and liabilities of any
and every nature which the Transfer Agent may sustain or incur or which may be
asserted against the Transfer Agent by any person in connection with the
genuineness of a Share Certificate or the form and amount of authorized Shares,
provided the Transfer Agent has acted in good faith and without negligence or
willful misconduct.
4. At any time the Transfer Agent may apply to an Officer of the Fund
for written instructions with respect to any matter arising in connection with
the Transfer Agent's duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or permitted by it in
good faith in accordance with such written instructions.
15
ARTICLE XIII
MISCELLANEOUS
1. The Fund, representatives of the Fund's auditors and legal
counsel, and employees, and officers of the Fund or other persons designated by
the Fund shall have the right from time to time to perform on-site audits at the
facility of the Transfer Agent which do not result in an unreasonable disruption
of the business of the Transfer Agent, such audits to include, but not be
limited to, monitoring phone conversations (to the extent permitted by law) and
reviewing correspondence and operating procedures as they relate to the
provision of services under this Agreement. On-site audits are intended to
permit the Fund, among other things, to assure itself that the Transfer Agent's
system of internal accounting controls is adequate and shall be conducted in
accordance with an audit program, the scope and frequency of which shall be
agreed upon from time to time in good faith by the parties. Visits to the
Transfer Agent's facility may take place only during business hours and upon
request given to the Transfer Agent not less than one business day prior to the
proposed date of audit, unless such notice is inconsistent with the objectives
of the audit program. The Fund and such persons also may obtain a reasonable
number of copies of records and accounts directly related to the services to be
supplied hereunder by the Transfer Agent.
The Transfer Agent shall provide the Fund with a report, which
includes control objectives, in accordance with Statement on Auditing Standards
No. 44, Paragraphs Nos. 42 through 46, "Special Purpose Reports on Internal
Accounting Control at Service Organizations," as amended or replaced from time
to time, issued by the American Institute of Certified Public Accountants, on
the Transfer Agent's system of internal controls with respect to its shareowner
accounting system. The report shall be prepared by the Transfer Agent's auditing
firm annually, on or before February 28 for the prior year ended December 31.
The Transfer Agent shall provide the Fund with an updated semi-annual
review report on the Transfer Agent's system of internal controls with respect
to its shareowner accounting system. The semi-annual report shall be prepared by
the Transfer Agent's independent auditing firm within 30 days after the close of
each semi-annual period.
2. During the term of this Agreement, at no additional cost to the
Fund, the Transfer Agent shall provide back-up facilities to the data center or
centers used by the Transfer Agent to provide transfer agency services to the
Fund (collectively, the "Back-Up Facility") capable of supplying the transfer
agency services specified herein to the Fund in case of damage to the primary
facility providing those services. The back-up to the data center operations
facility will have no other function that could not be suspended immediately for
an indefinite period of time to allow the facility to function as a back-up
facility. Transfer to the Back-Up Facility shall commence immediately after the
16
primary facility fails to provide the transfer agency services described herein
for 24 consecutive hours. Transfer shall be completed within an additional 24
hours after failure to the primary facility. If the Transfer Agent determines,
prior to the expiration of the initial 24 hour period, that the primary facility
will be unable to resume providing such transfer agency services prior to the
end of such period, transfer to the Back-Up Facility shall commence at the time
of such determination. Within forty eight hours after failure of the primary
facility, the Transfer Agent will perform its services from the Backup Facility
to 100% of all financial transactions and advice and, within two weeks, to at
least 80% of each of the other service level objectives defined in Appendix D.
The Fund shall bear no costs related to such transfer. Once the primary facility
has recovered, it shall again provide the transfer agency services to the Fund
with no loss of time and at no additional cost to the Fund. The Transfer Agent
shall use reasonable efforts to provide the services described in this Agreement
from the Back-Up Facility at service levels described in Appendix D.
Notwithstanding the foregoing, the parties agree that for a period of six months
from the date of transfer to the Back-Up Facility or such shorter period ending
on the date the primary facility is able to provide service, if the primary
facility is so able prior to the expiration of such six-month period (the
"Back-Up Period"), the "Fee Credits" (and only the "Fee Credits") described in
said Appendix D shall be suspended for those services provided from the Back-Up
Facility during that period; provided, however, that the Fee Credit provisions
of said Appendix D shall not be so suspended unless the transfer to the Back-Up
Facility shall have occurred by reason of Causes (as defined in said Appendix
D), other than a Cause described in clause (c) of the penultimate paragraph
under the caption "General" in Appendix D (a "Clause (c) Cause"). If providing
service from the Back-Up Facility continues for longer than the Back-Up Period
referred to above, or at any time when such services are again provided from the
primary facility, all terms and conditions of Appendix D shall be reinstated in
full force and effect. The Transfer Agent shall act to have the primary facility
restored as promptly as is reasonably practicable. The Transfer Agent shall not
be excused from the performance of its obligations under this Agreement pursuant
to the provisions of the penultimate paragraph under the caption "General" in
Appendix D unless the primary facility is rendered incapable of providing the
transfer agency services as a result of Causes, other than a Clause (c) Cause,
and the Back-Up Facility is subject to any Cause, including a Clause (c) Cause,
and then shall be excused only to the extent set forth in such paragraph. The
Transfer Agent shall also demonstrate its ability to effect a transfer to and
provide adequate services from a backup facility by developing, maintaining and
testing "Disaster Recovery Procedures" for both its data center operations
facility and transfer agent operations facility. Plans should be provided to the
Fund in written form annually and should be updated at regular intervals to
incorporate changes in regular operating procedures. The Data Center recovery
plans and transfer agent operations recovery plan should be tested annually with
the Fund participating to test its interaction (i.e., data communication, voice
communication, etc.) with the backup facilities as specified in Service Level
Agreement #13 - 'Annual Disaster Recovery Tests', in Appendix D.
3. The Transfer Agent agrees to comply with (including, without
limitation, maintaining its software in compliance with) all laws, rules and
regulations relevant and material to the performance of its duties hereunder and
shall be liable for its failure to do so only to the extent such failure
constitutes negligence, lack of good faith or willful misconduct.
17
4. Upon written request of the Fund, but not more frequently than
once in any twelve (12) month period, the parties shall select a third party
(the "Third Party Auditor") to review all documentation (user and technical) for
the computer software system utilized by the Transfer Agent to provide the
transfer agency services to be provided hereunder (the "System") to determine
whether the documentation sufficiently reflects the System, can be used by third
parties to independently operate and maintain the System, and that the
documentation is adequate for its purposes consistent with general industry
standards. Compensation and expenses of the Third Party Auditor shall be paid
equally by the parties. The Third Party Auditor shall submit a report in writing
to both parties as promptly as possible. Both parties shall cooperate fully with
the Third Party Auditor, including permitting full access to the System,
including all documentation, personnel and source code, subject to the Third
Party Auditor signing a reasonable confidentiality agreement containing
provisions similar to those contained in paragraph 7 of this Article. The
Transfer Agent shall promptly correct any defects in the documentation
determined to exist by the Third Party Auditor to the satisfaction of the Third
Party Auditor. When the Third Party Auditor is satisfied that the documentation
meets the foregoing requirements, it shall so notify both parties in writing.
5. The Fund agrees that prior to effecting any change in the
Prospectus (other than changes required by applicable law or regulation) which
would increase or alter the duties and obligations of the Transfer Agent
hereunder, it shall advise the Transfer Agent of such proposed change at least
30 days prior to the intended date of the same, if reasonably practicable, and
shall proceed with such change only if it shall have received the consent of the
Transfer Agent thereto, and the Transfer Agent shall not unreasonably withhold
such consent. In connection with any such increase or alteration of the duties
and obligations of the Transfer Agent hereunder, the Transfer Agent shall
receive such additional charges as the parties may mutually agree.
6. Unless otherwise specified, any notice or other instrument in
writing authorized or required by this Agreement to be given to either party
hereto shall be sufficiently given when delivered by express mail service such
as Federal Express or by registered or certified mail (return receipt requested)
or by hand to the following persons at the following addresses:
If to the Fund:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
If to the Transfer Agent:
Xxx Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: President
18
with a copy to:
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
or to such other person or address as shall have been specified in writing by
the party to whom such notice is to be given.
7. The Fund's records, including all those maintained hereunder by
the Transfer Agent, whether in magnetic media, hard copy, film form or other
format, shall be the Fund's property for all purposes and the Transfer Agent
shall treat confidentially and as proprietary information of the Fund all such
records and other information relative to the Fund and its shareholders which is
not independently available to the Transfer Agent or in the public domain and,
in the case of a shareholder list, in the same format, and shall have no
interest therein and shall use such records only in connection with the
performance of its duties hereunder and for no other purpose. The Transfer
Agent's documentation, system specifications and other information relating to
the Transfer Agent's computer software system to provide transfer agency
services to mutual funds shall be the Transfer Agent's property for all
purposes, and the Fund shall treat confidentially and as proprietary information
of the Transfer Agent all such documentation, system specifications and other
information which is not independently available to the Fund or in the public
domain. The Fund shall treat confidentially and as proprietary information of
any subcontractor employed by the Transfer Agent pursuant to paragraph 2 of
Article VIII of this Agreement all documentation, system specifications and
other information which is not independently available to the Fund or in the
public domain relating to the sub-contractor's computer software system to
provide transfer agency services to mutual funds and the same shall be the
property of such sub-contractor. Both parties agree to take such precautions
with respect to all such information and data, including information and data of
any sub-contractor employed by the Transfer Agent, that they take to guard the
secrecy and confidentiality of their own most confidential information and data.
In particular, each party agrees with respect to such information and data, and
any information and data of any subcontractor employed by the Transfer Agent:
(a) that all information and data so acquired by it or its
employees, agents or contractors under this Agreement, or in contemplation
thereof, shall be and shall remain the other party's exclusive property;
(b) to inform its employees, agents or contractors engaged in
handling such information and data of the confidential character of such
information and data;
19
(c) to limit access to such information and data to authorized
employees, agents or contractors of the Transfer Agent and the Fund who have a
need to know and use such information and data in connection with this Agreement
and the services to be supplied hereunder;
(d) to keep, and have their employees, agents and contractors
keep, any and all such information and data confidential;
(e) not to copy or publish or disclose such information and
data to others or authorize their employees, agents, contractors or anyone else,
to copy or publish or disclose such information and data to others without the
other party's written approval except if required by a State or Federal court or
agency and in such an event prompt written notice of such disclosure requirement
shall be provided to the other party if permitted by law; and
(f) that upon termination of this Agreement: (i) all records
and other confidential information of the Fund in the possession of the Transfer
Agent shall be returned to the Fund (or designated successor transfer agent) as
provided in paragraph 1 of Article VIII, and (ii) all records and other
confidential information of the Transfer Agent in the possession of the Fund
shall be destroyed or, upon the written request and at the expense of the
Transfer Agent, returned to the Transfer Agent.
The confidentiality provisions noted above will survive termination
of this Agreement for a period of 20 years.
The parties further agree that this Agreement will be considered
confidential during the term of its existence, that access to it will be limited
to those employees, agents, contractors or other persons who have a need to know
of or utilize the Agreement (including, without being limited to, the Fund's
Board and the auditors and/or counsel to the Transfer Agent, the Fund and
Dreyfus), and that neither party will otherwise publish or disclose the
Agreement to others without the other party's written approval except if
required by a State or Federal court or agency, and in such event prompt written
notice of such disclosure requirement shall be provided to the other party if
permitted by law.
8. The Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the formality of this
Agreement. If any of the provisions of this Agreement conflict with the
provisions of Appendices hereto, such Appendices shall control.
20
9. No right or remedy available to any party at law or in equity is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
10. 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 assigned, by operation of law or otherwise, by
either party without the written consent of the non-assigning party.
11. 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 conflict of laws. Each party hereto submits and consents to the
exclusive jurisdiction of the State and Federal courts sitting in the State of
New York, New York County, in any action arising out of or connected in any way
with this Agreement. This provision shall have no effect if its implementation
would be to deny a party the right to maintain an action in respect of this
Agreement. Each party agrees that the service of process or of any other papers
upon any of them by certified mail at their respective address set forth herein
shall be deemed good, proper and effective service and hereby expressly waives
any defense based on lack of personal jurisdiction for any such purpose.
12. This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
13. The provisions of this Agreement are intended to benefit only the
Transfer Agent and the Fund, and their respective permitted agents, successors
and assigns.
14. The relationship between the parties hereto shall be that of
independent contractors and not partners or co-venturers, and neither party
shall hold itself out as an agent of the other with the authority to bind the
other.
15. The Fund will not use the Transfer Agent's name, or the name of
any sub-contractor employed by the Transfer Agent pursuant to paragraph 2 of
Article VIII, in any Prospectus, sales literature or other material relating to
the Fund in a manner not approved by the Transfer Agent in writing before such
use, provided, however, that the Transfer Agent hereby consents, and undertakes
to secure the consent of any sub-contractor employed by the Transfer Agent
(without the necessity of the Fund doing any additional acts) to all uses of the
name of the Transfer Agent or sub-contractor, respectively, which merely refer
in accurate terms to the Transfer Agent's appointments hereunder, or the
appointment of any sub-contractor by the Transfer Agent, or which are required
by the Securities and Exchange Commission or a state securities commission and,
provided further, that in no case will the Transfer Agent unreasonably withhold
or delay such approval, and the Transfer Agent undertakes to ensure that any
sub-contractor employed by the Transfer Agent will not unreasonably withhold or
delay such approval. The Transfer Agent will not use the Fund's name, nor that
of its adviser, sub-adviser, administrator or distributor, without the prior
written consent of such respective entity (such approval not to be unreasonably
withheld), except as may reasonably be necessary for the performance of the
Transfer Agent's duties under this Agreement.
21
16. In case any provision contained in this Agreement shall be
determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected or impaired thereby insofar as possible
and reasonable.
17. Each of the parties hereto warrants to the other that it is
validly organized and in good standing in the state of its organization, that it
has the right and authority under its organizing documents to enter into this
Agreement and perform the duties or assume the responsibilities required
hereunder, and that its entry into this Agreement, performance of the duties or
assumption of the responsibilities hereunder is not prohibited by any applicable
law, rule or regulation, nor will it violate any other agreement to which such
party is now or shall become a party.
18. All times of day referred to in this Agreement shall be New York
time.
19. Except as otherwise provided hereafter, any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall be
settled by arbitrators, one to be chosen by each party and a third to be chosen
by the said two arbitrators before entering upon arbitration. If one of the
parties fails to appoint an arbitrator within 30 days of notice by the other
party that it has chosen arbitration, or if the two appointed arbitrators are
unable to agree on the choice of a third within 30 days of their appointment,
then the American Arbitration Association shall be requested to make such
selection. If the American Arbitration Association fails within ten days of such
request to make such selection, then either party, upon notice to the other, may
apply to the Supreme Court, New York County for such selection (or any other
court having complete power and jurisdiction to entertain the application and
make the appointment). Each arbitrator chosen or appointed pursuant to this
paragraph shall be a disinterested person having at least ten years experience
in the County of New York in a calling connected with the dispute. The
arbitrators' decision will be final and binding upon both parties, and judgment
upon the award rendered by the arbitrators may be entered in any Court having
jurisdiction thereof.
Each party recognizes that the property and proprietary information
of the other is unique, and that the other party cannot be fully compensated by
money damages and would be irreparably harmed by the disclosure of its
confidential information and data in violation of the provisions of paragraph 7
of this Article. The parties therefore agree that each may seek immediate relief
at equity for any failure to comply with paragraph 7 of this Article, in
addition to any other remedies such party may have in law or in equity.
20. This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and merges
and supersedes all prior discussions, agreements and understandings of every
kind and nature between them relating to the subject matter hereof. Neither
party shall be bound by any condition, definition, warranty or representation,
other than as set forth or provided in this Agreement or as may be, on or
subsequent to the date hereof, set forth in a writing signed by the party to be
bound thereby.
22
21. This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund. The
obligations of this Agreement shall only be binding upon the assets and property
of the Fund and shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
DREYFUS TRANSFER, INC.
WITNESS:
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
/s/ Xxxxxxxx X. Xxxxxxx
------------------------------
THE DREYFUS/LAUREL FUNDS TRUST
WITNESS:
By: /s/ Xxxx Xxxxxxxx
----------------------------
/s/ Xxxxxxx Xxxxxxxxxxx
-------------------------------
23
THE DREYFUS/LAUREL FUNDS TRUST
TRANSFER AGENCY AGREEMENT
APPENDIX A
I, Xxxx X. Xxxxxxxx, Vice President of The Dreyfus/Laurel Funds Trust
(the "Fund"), do hereby certify that the following individuals,* whose specimen
signatures are on file with the Transfer Agent, have been duly authorized by the
Board members of the Fund to execute any Certificate, instruction, notice or
other instrument in connection herewith, including any amendment to Appendix B
hereto, or to give oral instructions on behalf of the Fund:
Xxxx X. Xxxxx, Xx. Xxxx X. Xxxxxx
Xxxxxx Xxxxxxxx Xxxxxx X. Xxxxxxx
Xxxxxxxx Xxxx Xxxx Xxxxxx
Xxxxxx Xxxxxxx Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx Xxxxxx Xxxx
Xxxxxx X. Xxxxxx Xxxxx Xxxxxxx
/s/ Xxxx Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx,
Vice President
--------------------------------
* Two (2) signatures required.
THE DREYFUS/LAUREL FUNDS TRUST
TRANSFER AGENCY AGREEMENT
APPENDIX B
I, Xxxx X. Xxxxxxxx, Vice President of The Dreyfus/Laurel Funds
Trust, a business trust organized and existing under the laws of the
Commonwealth of Massachusetts (the "Fund"), do hereby certify that the only
series of shares of the Fund issued and/or authorized by the Fund as of the date
of this Transfer Agency Agreement are shares of beneficial interest, without par
value, as follows:
THE DREYFUS/LAUREL FUNDS TRUST
Dreyfus Core Value Fund
- Investor Shares
- Class R Shares
- Institutional Shares
Dreyfus Special Growth Fund
- Investor Shares
- Class R Shares
Premier Limited Term Government Securities Fund
- Class A Shares
- Class B Shares
- Class C Shares
- Class R Shares
Premier Managed Income Fund
- Class A Shares
- Class B Shares
- Class C Shares
- Class R Shares
/s/ Xxxx Xxxxxxxx
------------------------
Xxxx X. Xxxxxxxx,
Vice President
APPENDIX C(1)
ANNUAL PER-ACCOUNT FEE AND SERVICES THEREFOR
For the purposes of fees to be paid pursuant to this Agreement, an
"open account" shall mean a shareholder account which has a balance at any time
during a given month, a "closed account" shall mean an account that has a zero
balance throughout any given month, and a "purged account" shall mean a closed
account which the Fund has directed the Transfer Agent to remove from the
System. In consideration of an Annual Per Account Fee, as set forth in Exhibit A
hereto, per open account (charged on a monthly basis), plus payment by the Fund
of out-of-pocket expenses in accordance with Appendix G hereto, the Transfer
Agent shall provide the services provided for in this Agreement on any Fund
Business Day, except as otherwise specifically noted. The annual fee (charged
and payable on a quarterly basis) for each "Omnibus Account" shall be $100.00,
less the Annual Per-Account Fee set forth above. "Omnibus Accounts" subject to
this fee shall include (i) all institutional accounts coded with a social code
of "12" and a nominee flag of "yes"; (ii) all benefit plan omnibus accounts
listed under a "B" number and linked for "Qualified Plan Only"; and (iii) such
other accounts as the parties may mutually agree. The Annual Per-Account Fee for
a closed account will be $1.20; there is no fee for a purged account.
If, for any given month, the average monthly total number of open
accounts of Dreyfus-affiliated funds exceeds 1,871,469 (the sum of the Base
Number plus 50,000), then an aggregate monthly reduction in per-account fees
will be calculated by multiplying the quotient of $.26/12 (such amount to be
increased in proportion to any fee increases the Transfer Agent has received
pursuant to the provisions of this Agreement) times the number of average
monthly open accounts in excess of 1,821,469. The total amount of this aggregate
monthly reduction will be reported by the Transfer Agent to Dreyfus' Mutual Fund
Accounting Department for allocation to the Fund.
DAILY ACTIVITY
. Maintain the following shareholder information on disc or in such other
manner as the Transfer Agent shall reasonably determine:
. Name and Address, including Zip Code, in such format as the parties
mutually agree upon
. Balance of Uncertificated Shares
. Balance of Shares in Certificate form
. Certificate number, number of shares, issuance date of each certificate
outstanding and cancellation date for each certificate no longer
outstanding
EXHIBIT A
THE DREYFUS/LAUREL FUNDS TRUST
FUND NAME RATE
--------- ----
Dreyfus Core Value Fund
- Investor Shares $11.09
- Class R Shares $10.99
- Institutional Shares $11.08
Dreyfus Special Growth Fund
- Investor Shares $10.67
- Class R Shares $10.57
Premier Limited Term Government Securities Fund
- Class A Shares $16.75
- Class B Shares $16.75
- Class C Shares $16.75
- Class R Shares $16.37
Premier Managed Income Fund
- Class A Shares $16.75
- Class B Shares $16.75
- Class C Shares $16.75
- Class R Shares $16.37
