BANK AGREEMENT
(Fully Disclosed Basis)
Dreyfus Service Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We are a "bank" (as such term is defined in Section 3(a)(6) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") ). We desire to make available to our customers 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"). You are the principal underwriter
(as such term is defined in the Investment Company Act of 1940,
as amended) of the offering of shares of the Funds and the
exclusive agent for the continuous distribution of such 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 ("Statement of Additional
Information") incorporated therein by reference (as amended and
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. With respect to any and all transactions in the shares of
any Fund pursuant to this Agreement, it is understood and agreed
in each case that: (a) we shall be acting solely as agent for the
account of our customer; (b) each transaction shall be initiated
solely upon the order of our customer; (c) you shall execute
transactions only upon receiving instructions from us acting as
agent for our customer; (d) as between us and our customer, our
customer will have full beneficial ownership of all Fund shares;
and (e) each transaction shall be for the account of our customer
and not for our account. Each transaction shall be without
recourse to us provided that we act in accordance with the terms
of this Agreement. We represent and warrant to you that (a) we
will have full right, power and authority to effect transactions
(including, without limitation, any purchases, exchanges and
redemptions) in Fund shares on behalf of all customer accounts
provided by us to you or to any transfer agent as such term is
defined in the Prospectus of each Fund (the "Transfer Agent");
and (b) we have taken appropriate verification measures to ensure
transactions are in compliance with all applicable laws and
regulations concerning foreign exchange controls and money
laundering.
2. 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.
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 make shares of any Fund
available to our customers except in compliance with all
applicable federal and state laws, and the rules, regulations and
requirements of applicable regulatory agencies or authorities. We
agree that we shall not purchase any Fund shares, as agent for
any customer, unless we deliver or cause to be delivered to such
customer, at or prior to the time of such purchase, a copy of the
Prospectus of such Fund, or unless such customer has acknowledged
receipt of the Prospectus of such Fund. We further agree to
obtain from each customer for whom we act as agent for the
purchase of 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 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. In making
Fund shares available to our customers hereunder, or in providing
investment advice regarding such shares to our customers, we
shall at all times act in compliance with the Interagency
Statement on Retail Sales of Nondeposit Investment Products
issued by The Board of Governors of the Federal Reserve System,
the Federal Deposit Insurance Corporation, the Office of the
Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as
in force at the time such services are provided.
5. In determining the amount of any 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 sales charge on
purchases made under a letter of intent ("Letter of Intent") in
accordance with the Fund Prospectus. In such case, our
reallowance will be paid based upon the reduced sales charge, but
an adjustment will be made as described in the Prospectus of the
applicable Fund to reflect actual purchases of the customer if he
should fail to fulfill his Letter of Intent. The sales charge
and/or 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 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 purchases of Fund shares made by us, as agent for
our customers, 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 Fund's
Prospectus.
(e)Unless at the time of transmitting an order we advise you
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 other 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 or 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; provided, however, that
the foregoing shall not prevent the purchase of shares of any
Fund by us for our own bona fide investment. 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 of any 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 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 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 reallowance, if any, shall be payable to us by
you 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 as agent for our customers 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) days after the date of purchase:
(i) we shall forthwith refund to you the full 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 as agent for our
customers hereunder shall only be issued in accordance with the
terms of each Fund's Prospectus upon our customers' specific
request and, upon such request, shall be promptly delivered to
our customers by the Transfer Agent unless other arrangements are
made by us. However, in making delivery of such share
certificates to our customers, the Transfer Agent shall have
adequate time to clear any checks drawn for the payment of Fund
shares.
11. We hereby represent and warrant to you that: (a) we are a
"bank" as such term is defined in Section 3(a)(6) of the Exchange
Act; (b) we are a duly organized and validly existing "bank" in
good standing under the laws of the jurisdiction in which we were
organized; (c) all authorizations (if any) required for our
lawful execution of this Agreement and our performance hereunder
have been obtained; and (d) upon execution and delivery by us,
and assuming due and valid execution and delivery by you, this
Agreement will constitute a valid and binding agreement,
enforceable against us in accordance with its terms. We agree to
give written notice to you promptly in the event that we shall
cease to be a "bank" as such term is defined in Section 3(a)(6)
of the Exchange Act. In such event, this Agreement shall be
automatically terminated upon such written notice.
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 make shares of
any Funds available to our customers in any jurisdiction. We
agree to comply with all applicable federal and state laws,
rules, regulations and requirements relating to the performance
of our duties and responsibilities hereunder.
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 1 3(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, or any
controlling persons named as defendants in such suit, for the
fees and expenses of any counsel retained by us or them. Your
indemnification agreement contained in this Paragraph 1 3(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, 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 the Fund or its officers and
directors or trustees or managing general partners, or to any
such controlling person, by reason of 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). 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 13(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, 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 agreements 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 or requirement, 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 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,
Firm Name (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 BANK 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: assisting
clients in changing dividend options, account designations
and addresses; performing sub-accounting; establishing and
maintaining shareholder accounts and records; processing
purchase and redemption transactions; 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. In this regard, if we are a federally chartered
and supervised bank or other banking organization, you
recognize that we may be subject to the provisions of the
Xxxxx-Xxxxxxxx Act and other laws, rules, regulations or
requirements governing, among other things, the conduct of
our activities. As such, we are restricted in the activities
we may undertake and for which we may be paid and, therefore,
intend to perform only those activities as are consistent
with our statutory and regulatory obligations. 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. If we are a federally
supervised bank or thrift institution, we agree that, in
providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of
Nondeposit Investment Products issued by The Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and
the Office of Thrift Supervision (February 15, 1994) or any
successor interagency requirements as in force at the time such
services are provided. 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 BANK 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 sub-accounting; 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. In this regard, if we are
a federally chartered and supervised bank or other banking
organization, you recognize that we may be subject to the
provisions of the Xxxxx-Xxxxxxxx Act and other laws, rules,
regulations, or requirements governing, among other things, the
conduct of our activities. As such, we are restricted in the
activities we may undertake and for which we may be paid and,
therefore, intend to perform only those activities as are
consistent with our statutory and regulatory obligations. 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.
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. If we are a federally
supervised bank or thrift institution, we agree that, in
providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of
Nondeposit Investment Products issued by The Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and
the Office of Thrift Supervision (February 15, 1994) or any
successor interagency requirements as in force at the time such
services are provided. 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
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
principle s of conflict of laws.
APPENDIX C
TO BANK 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 the shares of the Funds. In this regard, if we
are a federally chartered and supervised bank or other banking
organization, you recognize that we may be subject to the
provisions of the Xxxxx-Xxxxxxxx Act and other laws, rules,
regulations or requirements governing, among other things, the
conduct of our activities. As such, we are restricted in the
activities we may undertake and for which we may be paid and,
therefore, intend to perform only those activities as are
consistent with our statutory and regulatory obligations. 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. If we are a federally
supervised bank or thrift institution, we agree that, in
providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of
Nondeposit Investment Products issued by The Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and
the Office of Thrift Supervision (February 15, 1994) or any
successor interagency requirements as in force at the time such
services are provided. 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 BANK AGREEMENT
EXPEDITED REDEMPTION INFORMATION FORM
The following information is provided by the Bank 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 affiliates,
which shares are registered in the name of, or beneficially owned
by, the customers of such Bank.
(PLEASE PRINT OR TYPE)
NAME OF BANK
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
