Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • April 24th, 2013 • Dreyfus Municipal Bond Infrastructure Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with
SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION 200 Park Avenue New York, New York 10166Sub-Investment Advisory Agreement • April 24th, 2013 • Dreyfus Municipal Bond Infrastructure Fund, Inc. • New York
As you are aware, Dreyfus Municipal Bond Infrastructure Fund, Inc. (the "Fund") desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund employs The Dreyfus Corporation (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Fund's sub-investment adviser.
SUPPORT SERVICES AGREEMENTSupport Services Agreement • April 24th, 2013 • Dreyfus Municipal Bond Infrastructure Fund, Inc. • New York
AGREEMENT made this 22nd day of March, 2013, by and between MBSC Securities Corporation (“MBSC”), a corporation organized under the laws of the State of New York with its principal place of business at 200 Park Avenue, New York, New York 10166, and The Dreyfus Corporation (“Manager”), a corporation organized under the laws of the State of New York with its principal place of business at 200 Park Avenue, New York, New York 10166 (each a “Party” and together, “Parties”).
SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO DREYFUS MUNICIPAL BOND INFRASTRUCTURE FUND, INC.Service Agreement • April 24th, 2013 • Dreyfus Municipal Bond Infrastructure Fund, Inc. • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 24th, 2013 • Dreyfus Municipal Bond Infrastructure Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the "Agreement"), dated as of [ ] by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and The Dreyfus Corporation ("Investment Adviser").
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • April 24th, 2013 • Dreyfus Municipal Bond Infrastructure Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
FEE AGREEMENTFee Agreement • April 24th, 2013 • Dreyfus Municipal Bond Infrastructure Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated April 25, 2013 (the "Underwriting Agreement"), by and among Dreyfus Municipal Bond Infrastructure Fund, Inc. (the "Fund"), The Dreyfus Corporation (the "Company"), Standish Mellon Asset Management Company LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of shares of the Fund's common stock, par value $0.001 per share (the "Shares") as described therein (the "Offering"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
