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.
