DISTRIBUTION AGREEMENT
DREYFUS GROWTH AND INCOME FUND, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 24, 1994
As Amended December 6, 1999
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 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 connec
tion 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 con
nection 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 Commis
sion 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 "prospec
tus" 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 supple
ments 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 regis
tration 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 supple
ment 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 Securi
ties 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 control
ling 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 con
ducted 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 there
with) 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 control
ling 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 par
ticipate 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 registra
tion 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 Invest
ment 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, by vote of
holders of a majority of the Fund's or, as to any relevant Series, such
Series' outstanding voting securities or by the Fund's Board as to the Fund
or the relevant Series, as the case may be. This agreement is terminable by
you, upon 270 days' notice, effective on or after the fifth anniversary of
the date hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of its assign
ment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you shall not
perform any services for any entity other than a "Mellon Entity," such term
being defined as any entity that is advised or administered by a direct or
indirect subsidiary of the Mellon Financial Corporation. The Fund
acknowledges that the persons employed by you to assist in the performance
of your duties under this agreement may not devote their full time to such
service and, subject to the preceding sentence, nothing contained in this
agreement shall be deemed to limit or restrict your or any of your
affiliates right to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below,
whereupon it shall become a binding agreement between us.
Very truly yours,
DREYFUS GROWTH AND INCOME FUND, INC.
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
EXHIBIT A
Reapproval Date Reapproval Day
October 31, 2000 October 31st
