BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Dreyfus Service Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We desire to enter into an Agreement with you for the sale of 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"), for which you are the principal
underwriter, as such term is defined in the Investment Company Act of 1940,
as amended, and for which you are the exclusive agent for the continuous
distribution of 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 (the "Statement of Additional Information")
incorporated therein by reference (as amended or 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. In all sales of Fund shares to the public, we shall act as dealer for
our own account and in no transaction shall we have any authority to act as
agent for any Fund, for you or for any other dealer.
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. We
warrant and represent that 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.
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 offer or sell shares of any Fund except in compliance with all
applicable federal and state securities laws, and the rules, regulations,
requirements and conditions of all applicable regulatory and self-regulatory
agencies or authorities. In connection with offers to sell and sales of
shares of each Fund, we agree to deliver or cause to be delivered to each
person to whom any such offer or sale is made, at or prior to the time of
such offer or sale, a copy of the Prospectus and, upon request, the Statement
of Additional Information of such Fund. We further agree to obtain from each
customer to whom we sell 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
from or 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.
5. In determining the amount of any dealer 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 the sales charge on purchases made under a
letter of intent ("Letter of Intent") in accordance with the Fund Prospectus.
In such a case, our dealer reallowance will be paid based upon the reduced
sales charge, but an adjustment to the dealer reallowance will be made in
accordance with the Prospectus of the applicable Fund to reflect actual
purchases of the customer if such customer's Letter of Intent is not
fulfilled. The sales charge and/or dealer 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, as such term is defined in the Prospectus of each Fund (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 sales by
us to the public 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 relevant Fund's Prospectus.
(e) Unless at the time of transmitting an order we advise you or the
Transfer Agent 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 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, 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. 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 for 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 dealer 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 dealer 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 dealer reallowance, if any, shall be
payable to us 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 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) business days after the date of
purchase: (i) we shall forthwith refund to you the full dealer
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 hereunder shall only be issued in
accordance with the terms of each Fund's Prospectus upon our customer's
specific request and, upon such request, shall be promptly delivered to us by
the Transfer Agent unless other arrangements are made by us. However, in
making delivery of such share certificates to us, the Transfer Agent shall
have adequate time to clear any checks drawn for the payment of Fund shares.
11. Each party hereby represents and warrants to the other party that: (a)
it is a corporation, partnership or other entity duly organized and validly
existing in good standing under the laws of the jurisdiction in which it was
organized; (b) it is duly registered as a broker-dealer with the Securities
and Exchange Commission and, to the extent required, with applicable state
agencies or authorities having jurisdiction over securities matters, and it
is a member of the National Association of Securities Dealers, Inc. (the
"NASD"); (c) it will comply with all applicable federal and state laws, and
the rules, regulations, requirements and conditions of all applicable
regulatory and self-regulatory agencies or authorities in the performance of
its duties and responsibilities hereunder; (d) the execution and delivery of
this Agreement and the performance of the transactions contemplated hereby
have been duly authorized by all necessary action, and all other
authorizations and approvals (if any) required for its lawful execution and
delivery of this Agreement and its performance hereunder have been obtained;
and (e) upon execution and delivery by it, and assuming due and valid
execution and delivery by the other party, this Agreement will constitute a
valid and binding agreement, enforceable in accordance with its terms. Each
party agrees to provide the other party with such information and access to
appropriate records as may be reasonably required to verify its compliance
with the provisions of this Agreement.
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
sell shares in any jurisdiction. We agree to notify you immediately in the
event of (a) our expulsion or suspension from the NASD, or (b) our violation
of any applicable federal or state law, rule, regulation, requirement or
condition arising out of or in connection with this Agreement, or which may
otherwise affect in any material way our ability to act as a dealer in
accordance with the terms of this Agreement. Our expulsion from the NASD will
automatically terminate this Agreement immediately without notice. Our
suspension from the NASD for violation of any applicable federal or state
law, rule, regulation, requirement or condition will terminate this Agreement
effective immediately upon your written notice of termination to us.
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 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, and any controlling persons named
as defendants in such suit, for the fees and expenses of any counsel retained
by us and/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 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 or managing general partners, 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 to the Fund or its officers and
directors or trustees or managing general partners, 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). We shall be entitled to assume the defense of any suit brought to
enforce any such claim, demand, liability or expense. In the event that
we 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 we do not
elect to assume the defense of any such suit, we will reimburse you and
your officers and directors, and the Fund and its officers and directors
or trustees or managing general partners, and any controlling persons
named as defendants in such suit, for the fees and expenses of any
counsel retained by you and/or them. 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 1 3(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 or to provide distribution
assistance, 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 agreement
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,
requirement or condition, 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, including the
Appendices hereto, 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,
Name of Broker or Dealer (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 BROKER-DEALER 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: answering client inquiries about the Funds; assisting
clients in changing dividend options, account designations and addresses;
performing subaccounting; establishing and maintaining shareholder accounts
and records; processing purchase and redemption transactions; investing
client account cash balances automatically in shares of one or more of the
Funds; 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. 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. 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.
