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BANK AGREEMENT EXHIBIT 6(D)
(FULLY DISCLOSED BASIS)
Dreyfus Service Corporation
000 Xxxxxxx 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, under an agency relationship with our customers,
shares of beneficial interest or common stock of open-end registered investment
companies sponsored, managed, advised or administered by The Dreyfus Corporation
or its 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 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 we will have full
right, power and authority to effect transactions
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(including, without limitation, any purchases 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").
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 load, if any) and all orders for the
redemption of any Fund shares shall be executed at the
net asset value per share, 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. 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 and
regulations 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 required
under Section 3406 of the Internal Revenue Code of
1954, 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 in order to enable the implementation of
any required backup withholding in accordance with
Section 3406 of the Code and the regulations
thereunder. Unless otherwise mutually agreed in
writing, you shall deliver or cause to be delivered to
each of the customers who purchases shares of any Funds
through us pursuant to this Agreement copies of all
annual and interim reports, proxy solicitation
materials and any other information and materials
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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, 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 provide any investment advice or research
services regarding the shares of any Fund or endorse or
recommend in any manner, directly or indirectly, the
shares of any Fund. We shall not make any unsolicited
mailings or other distributions of the Prospectus of
any Fund, or any promotional materials or sales
literature of any 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 material), except such information and
materials as may be furnished to us by you or the Fund,
and such other information and materials as may be
approved in writing by you.
5. In the case of purchases by us, as agent for our
customers, of Fund shares sold with a sales load, an
account fee shall be payable to us as hereinafter
provided in exchange for administrative services
performed on behalf of our customers in connection with
the initiation of customer accounts and subsequent
purchases of Fund shares for such customer accounts.
In determining the amount of any account fee payable to
us hereunder, you reserve the right to exclude any
accounts which you reasonably determine are not
initiated, and any subsequent purchases for any
accounts which you reasonably determine are not made,
in accordance with the terms of the applicable Fund
Prospectuses and the provisions of this Agreement.
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.
6. (a) In the case of any Fund shares sold with a sales
load, customers may be entitled to a reduction in sales
load on purchases made under a letter of intent
("Letter of Intent") in accordance with the Fund
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Prospectus. In such case, our account fee will be paid based
upon the reduced sales load, 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 load and/or account fee 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 load, a reduced
sales load 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 if orders are made by wire, or to
the Transfer Agent if orders are made by mail, sufficient
information to permit your confirmation of qualification for a
reduced sales load and acceptance of the purchase order is
subject to such confirmation.
(c) With respect to Fund shares sold with a sales load, 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 load.
(d) Exchanges (i.e., the investment of the proceeds from the
liquidation of shares of one open-end registered investment
company sponsored, managed, advised or administered by The
Dreyfus Corporation or its affiliates in the shares of another
open-end registered investment company sponsored, managed,
advised or administered by The Dreyfus Corporation or its
affiliates) shall, where available, be made subject to and in
accordance with the terms of each Fund Prospectus.
7. Subject to and in accordance with the terms of each Fund
Prospectus and the Service Plan, if any, adopted by resolution
of the board of directors or trustees and the shareholders of
any Fund pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended, we understand that you may pay to
certain financial
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institutions (which may include banks), securities dealers and
other industry professionals with which you have entered into
a Service Agreement in substantially the form annexed hereto
as Appendix A (or such other form as may be approved from time
to time by the board of directors or trustees of the Fund)
such fees as may be determined by you in accordance with such
Service Agreement for shareholder and administrative 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.
9. (a) We agree to pay for purchase orders of any Fund
shares from us as agent for our customers 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 account fee, 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 account fee, 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 account fee, if any,
shall be payable to as 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 load and are
redeemed for the account of the Fund or are tendered for
redemption within seven (7) days after confirmation of our
purchase order for such shares: (i) we shall forthwith refund
to you the full account fee received by us on the sale; and
(ii) you shall forthwith pay to the Fund your portion of the
sales load on the sale which had been retained by you and
shall also pay to the Fund the amount refunded by us.
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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 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 the 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.
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
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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 telex, telegram or similar means of same day
delivery received by you at your address as specified in
Paragraph 18 of this Agreement within seven (7) days after the
summons or other first legal process shall have been served.
The failure so to notify you of any such action shall not
relieve you from any liability which you may have to the
person against whom such action is brought by reason of any
such breach, failure or untrue, or alleged untrue, statement
or omission, or alleged omission, otherwise than on account of
your indemnity agreement contained in this Paragraph 13(a).
You will be entitled to assume the defense of any suit brought
to enforce any such claim, demand, liability or expense. In
the event that you elect to assume the defense of any such
suit and retain counsel, the defendant or defendants in such
suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case you do not elect
to assume the defense of any such suit, you will reimburse us,
our officers and directors, or 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 13(a) shall remain operative and
in full force and effect regardless of any investigation made
by or on behalf of us, our officers and directors, or any
controlling person, and shall survive the delivery of any Fund
shares and termination of this Agreement. This agreement of
indemnity will inure exclusively to our benefit, to the
benefit of our several officers and directors, and their
respective estates, and to the
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benefit of any controlling persons and their
successors.
(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, 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 officers
and directors, or the Fund and its officers and directors or
trustees, 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 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.
We shall have the right to control the defense of such action,
with counsel of our own choosing satisfactory to you and the
Fund, if such action is based solely upon such alleged
misstatement or omission on our part, and in any other event
each person or entity entitled to indemnification hereunder
shall have the right to participate in the defense or
preparation of the defense of any such action. The failure so
to notify us of any such action shall not relieve us from any
liability which we may
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have to you or your officers and directors, or the Fund or its
officers and directors or trustees, or to any such controlling
person, by reason or any such breach, failure or untrue, or
alleged untrue, statement or omission, or alleged omission,
otherwise than on account of our indemnity agreement contained
in this Paragraph 13(b). You, each Fund, each Transfer Agent,
The Dreyfus Corporation or any subsidiary or affiliate
thereof, and your and their respective officers, directors,
agents, and employees, shall not be liable for, and shall be
indemnified and held harmless by us against, any and all
claims, demands, liabilities, costs, and expenses (including,
without limitation, reasonable attorneys' fees) arising out of
or in connection with any actions or omissions in reliance
upon any oral or written instructions believed to be genuine
and to have been given by or on behalf of us. Our
indemnification agreement contained in 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 this Paragraph 13(b),
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 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 or 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, for all of our customers who
purchase shares of any and all Funds whose Prospectuses
provide for the use of service agents. By executing
this Agreement, each of the parties hereto agrees to be
bound by all terms, conditions, rights and obligations
set forth in the form of Service Agreement annexed
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hereto as Appendix A and further agrees that such form of
Service Agreement supersedes any and all prior service
agreements between the parties hereto.
16. By completing the Expedited Redemption Information Form
annexed hereto as Appendix B, we agree that you, each
mutual 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, 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 B.
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 or regulation, 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 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 consent to
you at your offices, located at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and all notices to us shall be
given or sent to us at our address shown below.
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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 fifteen (15) days'
prior written notice to the other party. This
Agreement may be amended only by a written instrument
signed by both of the parties hereto and may not be
assigned by either party without the prior written
consent of the other party. 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,
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Bank 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
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APPENDIX A TO BANK AGREEMENT
FORM OF SERVICE AGREEMENT
Dreyfus Service Corporation
000 Xxxxxxx 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) sponsored,
managed, advised or administered by The Dreyfus Corporation or its 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, you recognize that we may be subject to the
provisions of the Xxxxx-Xxxxxxxx Act and other laws
governing, among other things, the conduct of
activities by Federally chartered and supervised banks
and other banking organizations. 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 shall provide
to clients a schedule of the services we will provide
and of any fees that we may charge directly to them for
such services. We will act solely as agent for, upon
the order of, and for the account of, our clients.
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0. We shall provide such office space and equipment,
telephone facilities and personnel (which may be all or
any part of the space, equipment and facilities
currently used in our business, or all or any personnel
employed by us) as is necessary or beneficial for
providing information and services to each Fund's
shareholders, and to assist you in servicing accounts
of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by
or on behalf of you, any Fund, or any Fund's investment
adviser, custodian or transfer or dividend disbursing
agent.
3. We agree that neither we nor any of our employees or
agents are authorized to make any representation
concerning shares of any Fund, except those contained
in the then current Prospectus for such Fund, copies of
which will be supplied by you to us in reasonable
quantities upon request. We shall have no authority to
act as agent for the Funds or for you. You agree as a
condition of our entering into this Agreement that, to
the extent required by law, you shall have no recourse
against us with respect to the transactions
contemplated herein, provided that we shall have
complied with the terms of this Agreement.
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, as the case may be (collectively "Directors,"
individually "Director"), and (ii) the 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.
This Paragraph 5 shall apply only to those Funds for
which such approval is required to enter into this
Service Agreement.
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
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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, without
penalty, terminate this Agreement as to any or all Funds
immediately 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 in
each Fund's Service 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 is in effect. We
agree that no Director, officer or shareholder of the
Fund shall be liable individually for any such
payments.
8. 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.
9. All notices required or permitted to be given pursuant
to this Agreement shall be given in writing and
delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail,
return receipt requested, or by telex, 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 Dreyfus Service Corporation, 885
A-3
00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X.
Xxxxxxx, Secretary, 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.
10. 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.
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00
XXXXXXXX X
TO BANK AGREEMENT
EXPEDITED REDEMPTION INFORMATION FORM
The following information is provided by the Bank or Firm identified
below which desires to exercise expedited redemption privileges with respect to
shares of certain mutual funds sponsored, 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 or Firm.
(PLEASE PRINT OR TYPE)
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NAME OF BANK OR FIRM
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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 Bank or Firm.
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NAME OF COMMERCIAL BANK TO RECEIVE ALL PAYMENTS ABA NUMBER
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ACCOUNT NAME ACCOUNT NUMBER
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XXXXXX XXXXXXX XXXX XXXXX XXX XXXX
X-0
