FORM OF
BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 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.
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.
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(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
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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.
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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,
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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.
(c) 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
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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 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 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,
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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 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attn: President (with a copy to
the same address, 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
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Agreement constitutes the entire agreement and understanding between the parties
hereto relating to the subject matter hereof and supersedes any and all prior
agreements between the parties hereto relating to the subject matter hereof.
20. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York, without giving effect to principles
of conflicts of laws.
Very truly yours,
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Name of Broker or Dealer (Please Print or Type)
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Address
Date: __________________ By:_______________________________________
Authorized Signature
NOTE: Please sign and return both copies of this Agreement to Premier Mutual
Fund Services, Inc. Upon acceptance one countersigned copy will be returned
to you for your files.
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
Date:______________________ By:_______________________________________
Authorized Signature
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XXXXXXXX X
TO BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Ladies and 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. 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, will be
authorized by our clients and will not result in an excessive or unauthorized
fee to us. We will act solely as agent for, upon the order of, and for the
account of, 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. We agree that in the event
an issue pertaining to a Fund's Shareholder Services Plan is submitted for
shareholder approval, we will vote any Fund shares held for our own account in
the same proportion as the vote of those shares held for our client's accounts.
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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. 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. 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. 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 Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We understand that
any payments pursuant to this Agreement shall be paid only so long as this
Agreement 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.
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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 telex, telecopier, 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 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: President (with a copy to the
same address, 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.
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APPENDIX C
TO BROKER-DEALER AGREEMENT
FORM OF DISTRIBUTION PLAN AGREEMENT
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
We wish to enter into an Agreement with you with respect to our providing
distribution assistance relating to shares of 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 distribution assistance in connection with the sale
of shares of the Funds. 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 services hereunder. 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
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"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. 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. 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.
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 distribution 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 Distribution 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
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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 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: President (with a copy
to the same address, 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.
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APPENDIX D
TO BROKER-DEALER AGREEMENT
EXPEDITED REDEMPTION INFORMATION FORM
The following information is provided by the Firm identified below which desires
to exercise expedited redemption privileges with respect to shares of certain
mutual funds managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates, which shares are registered in the name of, or
beneficially owned by, the customers of such Firm.
(PLEASE PRINT OR TYPE)
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NAME OF FIRM
------------------------------------------------------------------------------
XXXXXX XXXXXXX XXXX XXXXX ZIP CODE
In order to speed payment, redemption proceeds shall be sent only to the
commercial bank identified below, for credit to customer accounts of the
above-named Firm.
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NAME OF COMMERCIAL BANK TO RECEIVE ALL PAYMENTS - ABA NUMBER
------------------------------------------------------------------------------
ACCOUNT NAME ACCOUNT
NUMBER
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XXXXXX XXXXXXX XXXX XXXXX XXX XXXX
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