DISTRIBUTION AGREEMENT
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx 00, 0000
Xxxxxxx Service Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund")
has agreed that you shall be, for the period of this agreement, the
distributor of (a) shares of each Series of the Fund set forth on Exhibit
A hereto, as such Exhibit may be revised from time to time (each, a
"Series") or (b) if no Series are set forth on such Exhibit, shares of
the Fund. For purposes of this agreement the term "Shares" shall mean
the authorized shares of the relevant Series, if any, and otherwise shall
mean the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares
covered by, and in accordance with, the registration statement and
prospectus then in effect under the Securities Act of 1933, as amended,
and will transmit promptly any orders received by you for purchase or
redemption of Shares to the Transfer and Dividend Disbursing Agent for
the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for
the sale of Shares. It is contemplated that you will enter into sales or
servicing agreements with securities dealers, financial institutions and
other industry professionals, such as investment advisers, accountants
and estate planning firms, and in so doing you will act only on your own
behalf as principal.
1.3 You shall act as distributor of Shares in compliance
with all applicable laws, rules and regulations, including, without
limitation, all rules and regulations made or adopted pursuant to the
Investment Company Act of 1940, as amended, by the Securities and
Exchange Commission or any securities association registered under the
Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by
market, economic or political conditions, or by abnormal circumstances of
any kind, the Fund's officers may decline to accept any orders for, or
make any sales of, any Shares until such time as they deem it advisable
to accept such orders and to make such sales and the Fund shall advise
you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities Act of
1933, as amended, and all expenses in connection with maintaining
facilities for the issue and transfer of Shares and for supplying
information, prices and other data to be furnished by the Fund hereunder,
and all expenses in connection with the preparation and printing of the
Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; provided,
however, that nothing contained herein shall be deemed to require the
Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions which
may be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as
you may designate to the Fund and the Fund may approve, and the Fund
agrees to pay all expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your own
qualification as a dealer under state or Federal laws and, except as
otherwise specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of Shares as contemplated in
this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the
Fund or any relevant Series and the Shares as you may reasonably request,
all of which shall be signed by one or more of the Fund's duly authorized
officers; and the Fund warrants that the statements contained in any such
information, when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's books and
accounts made by independent public accountants regularly retained by the
Fund, (b) quarterly earnings statements prepared by the Fund, (c) a
monthly itemized list of the securities in the Fund's or, if applicable,
each Series' portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such additional
information regarding the Fund's financial condition as you may
reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and
under the Investment Company Act of 1940, as amended, with respect to the
Shares have been carefully prepared in conformity with the requirements
of said Acts and rules and regulations of the Securities and Exchange
Commission thereunder. As used in this agreement the terms "registration
statement" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and Exchange
Commission and any amendments and supplements thereto which at any time
shall have been filed with said Commission. The Fund represents and
warrants to you that any registration statement and prospectus, when such
registration statement becomes effective, will contain all statements
required to be stated therein in conformity with said Acts and the rules
and regulations of said Commission; that all statements of fact contained
in any such registration statement and prospectus will be true and
correct when such registration statement becomes effective; and that
neither any registration statement nor any prospectus when such
registration statement becomes effective will include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The
Fund may but shall not be obligated to propose from time to time such
amendment or amendments to any registration statement and such supplement
or supplements to any prospectus as, in the light of future developments,
may, in the opinion of the Fund's counsel, be necessary or advisable. If
the Fund shall not propose such amendment or amendments and/or supplement
or supplements within fifteen days after receipt by the Fund of a written
request from you to do so, you may, at your option, terminate this
agreement or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to any
registration statement or supplement to any prospectus without giving you
reasonable notice thereof in advance; provided, however, that nothing
contained in this agreement shall in any way limit the Fund's right to
file at any time such amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Fund may
deem advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in the
form furnished to you from time to time, in connection with the sale of
Shares. The Fund agrees to indemnify, defend and hold you, your several
officers and directors, and any person who controls you 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, your 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
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 either thereof not
misleading; provided, however, that the Fund's agreement to indemnify
you, your officers or 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 the Fund by you specifically for use in the preparation
thereof. The Fund's agreement to indemnify you, your officers and
directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund
at its address set forth above within ten days after the summons or other
first legal process shall have been served. The failure so to notify the
Fund of any such action shall not relieve the Fund from any liability
which the Fund may have to the person against whom such action is brought
by reason of any such untrue, or alleged untrue, statement or omission,
or alleged omission, otherwise than on account of the Fund's indemnity
agreement contained in this paragraph 1.9. The Fund will be entitled to
assume the defense of any suit brought to enforce any such claim, demand
or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Fund and approved by you. In the
event the Fund elects to assume the defense of any such suit and retain
counsel of good standing approved by you, 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 the Fund does not elect to assume
the defense of any such suit, or in case you do not approve of counsel
chosen by the Fund, the Fund will reimburse you, your officers and
directors, or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any counsel
retained by you or them. The Fund's indemnification agreement contained
in this paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of you, your
officers and directors, or any controlling person, and shall survive the
delivery of any Shares. This agreement of indemnity will inure
exclusively to your benefit, to the benefit of your several officers and
directors, and their respective estates, and to the benefit of any
controlling persons and their successors. The Fund agrees promptly to
notify you of the commencement of any litigation or proceedings against
the Fund or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls the 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 the Fund, its officers or Board
members, or any such controlling person, may incur under the Securities
Act of 1933, as amended, or under common law or otherwise, but only to
the extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting from such
claims or demands, shall arise out of or be based upon any untrue, or
alleged untrue, statement of a material fact contained in information
furnished in writing by you to the Fund specifically for use in the
Fund's registration statement and used in the answers to any of the items
of the registration statement or in the corresponding statements made in
the prospectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with such
information furnished in writing by you to the Fund and required to be
stated in such answers or necessary to make such information not
misleading. Your agreement to indemnify the Fund, its officers and Board
members, and any such controlling person, as aforesaid, is expressly
conditioned upon your being notified of any action brought against the
Fund, its officers or Board members, or any such controlling person, such
notification to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or other first
legal process shall have been served. You shall have the right to
control the defense of such action, with counsel of your own choosing,
satisfactory to the Fund, if such action is based solely upon such
alleged misstatement or omission on your part, and in any other event the
Fund, its officers or Board members, or such controlling person shall
each have the right to participate in the defense or preparation of the
defense of any such action. The failure so to notify you of any such
action shall not relieve you from any liability which you may have to the
Fund, its officers or Board members, or to such controlling person by
reason of any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of your indemnity agreement
contained in this paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's officers
and Board members, and their respective estates, and to the benefit of
any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund
under any of the provisions of this agreement and no orders for the
purchase or sale of such Shares hereunder shall be accepted by the Fund
if and so long as the effectiveness of the registration statement then in
effect or any necessary amendments thereto shall be suspended under any
of the provisions of the Securities Act of 1933, as amended, or if and so
long as a current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange Commission;
provided, however, that nothing contained in this paragraph 1.11 shall in
any way restrict or have an application to or bearing upon the Fund's
obligation to repurchase any Shares from any shareholder in accordance
with the provisions of the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and
Exchange Commission for amendments to the registration
statement or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the
Securities and Exchange Commission of any stop order
suspending the effectiveness of the registration statement or
prospectus then in effect or the initiation of any proceeding
for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or which
requires the making of a change in such registration
statement or prospectus in order to make the statements
therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to any
registration statement or prospectus which may from time to
time be filed with the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall
be offered for sale at a price per share (the "offering price")
approximately equal to (a) their net asset value (determined in the
manner set forth in the Fund's charter documents) plus (b) a sales
charge, if any and except to those persons set forth in the then-current
prospectus, which shall be the percentage of the offering price of such
Shares as set forth in the Fund's then-current prospectus. The offering
price, if not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund offered for
sale by you may be subject to a contingent deferred sales charge as set
forth in the Fund's then-current prospectus. You shall be entitled to
receive any sales charge or contingent deferred sales charge in respect
of the Shares. Any payments to dealers shall be governed by a separate
agreement between you and such dealer and the Fund's then-current
prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a
separate Reapproval Date shall be specified on Exhibit A for each
Series), and thereafter shall continue automatically for successive
annual periods ending on the day (the "Reapproval Day") of each year set
forth on Exhibit A hereto, provided such continuance is specifically
approved at least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of the Shares
of the Fund or the relevant Series, as the case may be, provided that in
either event its continuance also is approved by a majority of the Board
members who are not "interested persons" (as defined in said Act) of any
party to 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, on 60 days' notice, (a) by vote of holders of a majority
of the Fund's or, as to any relevant Series, such Series' outstanding
voting securities, or (b) by the Fund's Board as to the Fund or the
relevant Series, as the case may be, or (c) by you. This agreement also
will terminate automatically, as to the Fund or relevant Series, as the
case may be, in the event of its assignment (as defined in said Act).
4. Miscellaneous
4.1 The Fund recognizes that from time to time your
directors, officers, and employees may serve as trustees, directors,
partners, officers, and employees of other business trusts, corporations,
partnerships, or other entities (including other investment companies)
and that such other entities may include the name "Dreyfus" as part of
their name, and that your corporation or its affiliates may enter into
distribution or other agreements with such other entities. If you cease
to act as the distributor of the Fund's shares or if The Dreyfus
Corporation or any of its affiliates ceases to act as the Fund's
investment adviser, the Fund agrees that, at the request of The Dreyfus
Corporation, the Fund will take all necessary action to change the name
of the Fund to a name not including "Dreyfus" in any form or combination
of words.
4.2 This agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in his capacity as an officer of
the Fund. The obligations of this agreement shall only be binding upon
the assets and property of the Fund and shall not be binding upon any
Trustee, officer or shareholder of the Fund individually.
Please confirm that the foregoing is in accordance with
your understanding and indicate your any acceptance hereof by signing
below, whereupon it shall become a binding agreement between us.
Very truly yours,
The Dreyfus/Laurel Tax-Free Municipal Funds
By /s/ Xxxxxx X. Xxxxxx
Accepted:
DREYFUS SERVICE CORPORATION
By:/s/Xxxxxx Xxxx
EXHIBIT A
REAPPROVAL DATE REAPPROVAL DAY
THE DREYFUS/LAUREL
TAX-FREE MUNICIPAL FUNDS
Dreyfus BASIC California April 4, 2000 April 4th
Municipal Money Market Fund
Dreyfus BASIC April 4, 2000 April 4th
Massachusetts Municipal
Money Market Fund
Dreyfus BASIC New York April 4, 2000 April 4th
Municipal Money Market Fund
Dreyfus Premier Limited April 4, 2000 April 4th
Term Municipal Fund
Dreyfus Premier Limited April 4, 2000 April 4th
Term Massachusetts
Municipal Fund
