Exhibit (6)(b)
BANK AFFILIATED BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Gentlemen:
We are a broker-dealer registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We desire to make available to our customers shares of
beneficial interest or common stock of open-end registered investment
companies managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as a "Fund"
and collectively as the "Funds"). You are the principal underwriter (as such
term is defined in the Investment Company Act of 1940, as amended) of the
offering of shares of the Funds and the exclusive agent for the continuous
distribution of such shares pursuant to the terms of a Distribution
Agreement between you and each Fund. Unless the context otherwise requires,
as used herein the term "Prospectus" shall mean the prospectus and related
statement of additional information (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. With respect to any and all transactions in the shares of any Fund
pursuant to this Agreement, it is understood and agreed in each case that:
(a) we shall be acting solely as agent for the account of our customer;
(b) each transaction shall be initiated solely upon the order of our
customer; (c) you shall execute transactions only upon receiving
instructions from us acting as agent for our customer; (d) as between us
and our customer, our customer will have full beneficial ownership of all
Fund shares; and (e) each transaction shall be for the account of our
customer and not for our account. We represent and warrant to you that we
will have full right, power and authority to effect transactions
(including, without limitation, any purchases, exchanges and redemptions)
in Fund shares on behalf of all customer accounts provided by us to you or
to any transfer agent as such term is defined in the Prospectus of each
Fund (the "Transfer Agent").
2. All orders for the purchase of any Fund shares shall be executed at the
then current public offering price per share (i.e., the net asset value
per share plus the applicable sales charge, if any) and all orders for the
redemption of any Fund shares shall be executed at the net asset value per
share less the applicable deferred sales charge, redemption fee or similar
charge or fee, if any, in each case as described in the Prospectus of such
Fund. The minimum initial purchase order and minimum subsequent purchase
order shall be as set forth in the Prospectus of such Fund. All orders are
subject to acceptance or rejection by you at your sole discretion. Unless
otherwise mutually agreed in writing, each transaction shall be promptly
confirmed in writing directly to the customer on a fully disclosed basis
and a copy of each confirmation shall be sent simultaneously to us. You
reserve the right, at your discretion and without notice, to suspend
the sale of shares or withdraw entirely the sale of shares of any or
all of the Funds.
3. In ordering shares of any Fund, we shall rely solely and conclusively
on the representations contained in the Prospectus of such Fund. We agree
that we shall not make shares of any Fund available to our customers
except in compliance with all applicable federal and state laws, and the
rules, regulations, requirements and conditions of all applicable
regulatory and self-regulatory agencies or authorities. We agree that we
shall not purchase any Fund shares, as agent for any customer, unless we
deliver or cause to be delivered to such customer, at or prior to the time
of such purchase, a copy of the Prospectus of such Fund, or unless such
customer has acknowledged receipt of the Prospectus of such Fund. We
further agree to obtain from each customer for whom we act as agent for
the purchase of Fund shares any taxpayer identification number
certification and such other information as may be required from time to
time under the Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations promulgated thereunder, and to provide you or your designee
with timely written notice of any failure to obtain such taxpayer
identification number certification or other information in order to enable
the implementation of any required withholding. We will be responsible for
the proper instruction and training of all sales personnel employed by us.
Unless otherwise mutually agreed in writing, you shall deliver or cause to
be delivered to each of the customers who purchases shares of any of the
Funds through us pursuant to this Agreement copies of all annual and
interim reports, proxy solicitation materials and any other information and
materials relating to such Funds and prepared by or on behalf of you,
the Fund or its investment adviser, custodian, Transfer Agent or dividend
disbursing agent for distribution to each such customer. You agree to
supply us with copies of the Prospectus, Statement of Additional
Information, annual reports, interim reports, proxy solicitation materials
and any such other information and materials relating to each Fund in
reasonable quantities upon request.
4. We shall not make any representations concerning any Fund shares other
than those contained in the Prospectus of such Fund or in any promotional
materials or sales literature furnished to us by you or the Fund. We shall
not furnish or cause to be furnished to any person or display or
publish any information or materials relating to any Fund (including,
without limitation, promotional materials and sales literature,
advertisements, press releases, announcements, statements, posters,
signs or other similar materials), except such information and
materials as may be furnished to us by you or the Fund, and such other
information and materials as may be approved in writing by you. In
making Fund shares available to our customers hereunder, or in
providing investment advice regarding such shares to our customers, we
shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation, the Office of the Comptroller of the Currency, and
the Office of Thrift Supervision (February 15, 1994) or any successor
interagency requirements as in force at the time such services are
provided.
5. In determining the amount of any reallowance payable to us hereunder,
you reserve the right to exclude any sales which you reasonably determine
are not made in accordance with the terms of the applicable Fund
Prospectuses or the provisions of this Agreement.
6. (a) In the case of any Fund shares sold with a sales charge, customers
may be entitled to a reduction in 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 reallowance will be paid based upon the
reduced sales charge, but an adjustment to the 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 reallowance may be changed at any
time in your sole discretion upon written notice to us.
(b) Subject to and in accordance with the terms of the Prospectus of each
Fund sold with a sales charge, a reduced sales charge may be applicable
with respect to customer accounts through a right of accumulation under
which customers are permitted to purchase shares of a Fund at the then
current public offering price per share applicable to the total of (i)
the dollar amount of shares then being purchased plus (ii) an amount
equal to the then current net asset value or public offering price
originally paid per share, whichever is higher, of the customer's
combined holdings of the shares of such Fund and of any other open-end
registered investment company as may be permitted by the applicable
Fund Prospectus. In such case, we agree to furnish to you or the Transfer
Agent sufficient information to permit your confirmation of qualification
for a reduced sales charge, and acceptance of the purchase order is
subject to such confirmation.
(c) With respect to Fund shares sold with a sales charge, we agree to
advise you promptly at your request as to amounts of any and all purchases
of Fund shares made by us, as agent for our customers, qualifying for a
reduced sales charge.
(d) Exchanges (i.e., the investment of the proceeds from the
liquidation of shares of one open-end registered investment company
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates in the shares of another open-end registered
investment company managed, advised or administered by The Dreyfus
Corporation or its subsidiaries or affiliates) shall, where available,
be made subject to and in accordance with the terms of each 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 other
similar plan, if any, we understand that you may pay to certain financial
institutions, securities dealers and other industry professionals with
which you have entered into an agreement in substantially the form
annexed hereto as Appendix A, B or C (or such other form as may be
approved from time to time by the board of directors, or trustees or
managing general partners of the Fund) such fees as may be determined
by you in accordance with such agreement for shareholder, administrative
or distribution-related services
as described therein.
8. The procedures relating to all orders and the handling thereof will be
subject to the terms of the Prospectus of each Fund and your written
instructions to us from time to time. No conditional orders will be
accepted. We agree to place orders with you immediately for the same
number of shares and at the same price as any orders we receive from our
customers. We shall not withhold placing orders received from customers
so as to profit ourselves as a result of such withholding by a change in
the net asset value from that used in determining the offering price to
such customers, or otherwise; provided, however, that the foregoing shall
not prevent the purchase of shares of any Fund by us for our own bona
fide investment. We agree that: (a) we shall not effect any transactions
(including, without limitation, any purchases, exchanges and redemptions)
in any Fund shares registered in the name of, or beneficially owned by,
any customer unless such customer has granted us full right, power and
authority to effect such transactions on such customer's behalf, and
(b) you, each Fund, the Transfer Agent and your and their respective
officers, directors, trustees, managing general partners, agents,
employees and affiliates shall not be liable for, and shall be fully
indemnified and held harmless by us from and against, any and all claims,
demands, liabilities and expenses (including, without limitation,
reasonable attorneys' fees) which may be incurred by you or any of the
foregoing persons entitled to indemnification from us hereunder arising out
of or in connection with the execution of any transactions in Fund shares
registered in the name of, or beneficially owned by, any customer in
reliance upon any oral or written instructions reasonably believed to be
genuine and to have been given by or on behalf of us.
9. (a) We agree to remit on behalf of our customers the purchase price
for purchase orders of any Fund shares placed by us in accordance with the
terms of the Prospectus of the applicable Fund. On or before the
settlement date of each purchase order for shares of any Fund, we shall
either (i) remit to an account designated by you with the Transfer Agent
an amount equal to the then current public offering price of the shares of
such Fund being purchased less our reallowance, if any, with respect to
such purchase order as determined by you in accordance with the terms of
the applicable Fund Prospectus, or (ii) remit to an account designated by
you with the Transfer Agent an amount equal to the then current public
offering price of the shares of such Fund being purchased without deduction
for our reallowance, if any, with respect to such purchase order as
determined by you in accordance with the terms of the applicable Fund
Prospectus, in which case our reallowance, if any, shall be payable to us
by you on at least a monthly basis. If payment for any purchase order is
not received in accordance with the terms of the applicable Fund
Prospectus, you reserve the right, without notice, to cancel the sale and
to hold us responsible for any loss sustained as a result thereof.
(b) If any shares sold to us as agent for our customers under the terms
of this Agreement are sold with a sales charge and are redeemed for the
account of the Fund or are tendered for redemption within seven (7)
business days after the date of purchase: (i) we shall forthwith refund
to you the full reallowance received by us on the sale; and (ii) you
shall forthwith pay to the Fund your portion of the sales charge on the
sale which had been retained by you and shall also pay to the Fund the
amount refunded by us.
10. Certificates for shares sold to us as agent for our customers hereunder
shall only be issued in accordance with the terms of each Fund's
Prospectus upon our customers' specific request and, upon such request,
shall be promptly delivered to our customers by the Transfer Agent unless
other arrangements are made by us. However, in making delivery of such
share certificates to our customers, the Transfer Agent shall have adequate
time to clear any checks drawn for the payment of Fund shares.
11. 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 make shares of any Funds available to our customers 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 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 of any such breach, failure or
untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of our indemnity agreement contained in this
Paragraph 13(b). We will 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, 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,
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
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,
____________________________________________________________________________
Bank Name (Please Print or Type)
____________________________________________________________________________
____________________________________________________________________________
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
APPENDIX A
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders of,
and administering shareholder accounts in, certain mutual fund(s) managed,
advised or administered by The Dreyfus Corporation or its subsidiaries or
affiliates (hereinafter referred to individually as the "Fund" and
collectively as the "Funds"). You are the principal underwriter as defined
in the Investment Company Act of 1940, as amended (the "Act"), and the
exclusive agent for the continuous distribution of shares of the Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend
options, account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements and/or
reports showing a client's account balance and integrating such statements
with those of other transactions and balances in the client's other
accounts serviced by us; arranging for bank wires; and providing such other
information and services as you reasonably may request, to the extent we
are permitted by applicable statute, rule or regulation. In this regard, if
we are a subsidiary or affiliate of a federally chartered and supervised
bank or other banking organization, you recognize that we may be subject to
the provisions of the Xxxxx-Xxxxxxxx Act and other laws, rules, regulations
or requirements governing, among other things, the conduct of our
activities. As such, we are restricted in the activities we may undertake
and for which we may be paid and, therefore, intend to perform only those
activities as are consistent with our statutory and regulatory obligations.
We represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to us
by clients in connection with the investment of their assets in shares of
the Funds, will be properly disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone facilities
and personnel (which may be all or any part of the space, equipment and
facilities currently used in our business, or all or any personnel
employed by us) as is necessary or beneficial for providing information and
services to each Fund's shareholders, and to assist you in servicing
accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund, copies
of which will be supplied by you to us in reasonable quantities upon
request. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a Fund
only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors
who are not "interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in this Agreement, cast in
person at a meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. For all Funds as to which Board approval of this Agreement
is required, such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. For any Fund as to which Board approval of this
Agreement is required, this Agreement is terminable without penalty, at any
time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's shares. As to all Funds,
this Agreement is terminable without penalty upon 15 days' notice by either
party. In addition, you may terminate this Agreement as to any or all Funds
immediately, without penalty, if the present investment adviser of such
Fund(s) ceases to serve the Fund(s) in such capacity, or if you cease to
act as distributor of such Fund(s). Notwithstanding anything contained
herein, if we fail to perform the shareholder servicing and administrative
functions contemplated herein by you as to any or all of the Funds, this
Agreement shall be terminable effective upon receipt of notice thereof by
us. This Agreement also shall terminate automatically in the event of its
assignment (as defined in the Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the
fees described as payable to us in each Fund's Service Plan adopted
pursuant to Rule 12b-1 under the Act, and Prospectus and related Statement
of Additional Information. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and such Plan are in
effect. We agree that no Director, officer or shareholder of the Fund
shall be liable individually for the performance of the obligations
hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the
rules, regulations, requirements or conditions of applicable regulatory and
self-regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal representative
of the other, nor shall either party have the right or authority to assume,
create or incur any liability or any obligation of any kind, express or
implied, against or in the name of or on behalf of the other party.
10. All notices required or permitted to be given pursuant to this Agreement
shall be given in writing and delivered by personal delivery or by postage
prepaid, registered or certified United States first class mail, return
receipt requested, or by telecopier, telex, telegram or similar means
of same day delivery (with a confirming copy by mail as provided herein).
Unless otherwise notified in writing, all notices to you shall be given or
sent to you at 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.
APPENDIX B
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders of,
and administering shareholder accounts in, certain mutual fund(s) managed,
advised or administered by The Dreyfus Corporation or its subsidiaries or
affiliates (hereinafter referred to individually as the "Fund" and
collectively as the "Funds"). You are the principal underwriter as defined
in the Investment Company Act of 1940, as amended (the "Act"), and the
exclusive agent for the continuous distribution of shares of the Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend
options, account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements and/or
reports showing a client's account balance and integrating such statements
with those of other transactions and balances in the client's other
accounts serviced by us; arranging for bank wires; and providing such other
information and services as you reasonably may request, to the extent we
are permitted by applicable statute, rule or regulation. In this regard, if
we are a subsidiary or affiliate of a federally chartered and supervised
bank or other banking organization, you recognize that we may be subject to
the provisions of the Xxxxx-Xxxxxxxx Act and other laws, rules, regulations
or requirements governing, among other things, the conduct of our
activities. As such, we are restricted in the activities we may undertake
and for which we may be paid and, therefore, intend to perform only those
activities as are consistent with our statutory and regulatory obligations.
We represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to us
by clients in connection with the investment of their assets in shares of
the Funds, will be properly disclosed by us to our clients, will be
authorized by our clients and will not result in an excessive or
unauthorized fee to us.
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 clients' accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund, copies
of which will be supplied by you to us in reasonable quantities upon
request. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a Fund
only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors
who are not "interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in this Agreement, cast in
person at a meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. 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.
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 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.
APPENDIX C
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF DISTRIBUTION PLAN AGREEMENT
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
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. In this regard, if we are a subsidiary or
affiliate of a federally chartered and supervised bank or other banking
organization, you recognize that we may be subject to the provisions of the
Xxxxx-Xxxxxxxx Act and other laws, rules, regulations or requirements
governing, among other things, the conduct of our activities. As such, we
are restricted in the activities we may undertake and for which we may be
paid and, therefore, intend to perform only those activities as are
consistent with our statutory and regulatory obligations. We represent and
warrant to, and agree with you, that the compensation payable to us
hereunder, together with any other compensation payable to us by clients in
connection with the investment of their assets in shares of the Funds, will
be properly disclosed by us to our clients.
2. We shall provide such office space and equipment, telephone facilities
and personnel (which may be all or any part of the space, equipment and
facilities currently used in our business, or all or any personnel
employed by us) as is necessary or beneficial for providing 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. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a Fund
only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors
who are not "interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in this Agreement, cast in
person at a meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. 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
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.
APPENDIX D
TO BANK AFFILIATED 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)
____________________________________________________________________________
NAME OF BANK
____________________________________________________________________________
STREET ADDRESS CITY STATE 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.
____________________________________________________________________________
NAME OF COMMERCIAL BANK TO RECEIVE ALL PAYMENTS - ABA NUMBER
____________________________________________________________________________
ACCOUNT NAME ACCOUNT NUMBER
____________________________________________________________________________
STREET ADDRESS CITY STATE ZIP CODE
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.
(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 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, 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 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 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
APPENDIX A
TO BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 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 sub-accounting; 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 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.
APPENDIX B
TO BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds. The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for
our clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting; establishing
and maintaining shareholder accounts and records; processing purchase and
redemption transactions; providing periodic statements and/or reports
showing a client's account balance and integrating such statements with
those of other transactions and balances in the client's other accounts
serviced by us; arranging for bank wires; and providing such other
information and services as you reasonably may request, to the extent we are
permitted by applicable statute, rule or regulation. 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.
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.
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.
APPENDIX C
TO BROKER-DEALER AGREEMENT
FORM OF DISTRIBUTION PLAN AGREEMENT
Premier Mutual Fund Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
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 "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 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.
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)
___________________________________________________________________________
NAME OF FIRM
____________________________________________________________________________
STREET ADDRESS CITY STATE 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.
____________________________________________________________________________
NAME OF COMMERCIAL BANK TO RECEIVE ALL PAYMENTS - ABA NUMBER
____________________________________________________________________________
ACCOUNT NAME ACCOUNT NUMBER
____________________________________________________________________________
STREET ADDRESS CITY STATE ZIP CODE
