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SIGNATURE GREGORY GRUBER
TITLE ASSISTANT TREASURER
<TABLE> <S> <C>
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<NAME> GENERAL CALIFORNIA MUNICIPAL BOND FUND, INC.
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<INVESTMENTS-AT-COST> 236729
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-8-
BY-LAWS
OF
GENERAL CALIFORNIA MUNICIPAL BOND FUND, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing
shares of stock shall set forth thereon the statements prescribed by
Section 2-211 of the Maryland General Corporation Law ("General Corporation
Law") and by any other applicable provision of law and shall be signed by the
Chairman of the Board or the President or a Vice President and countersigned
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed with the corporate seal. The signatures of any
such officers may be either manual or facsimile signatures and the corporate
seal may be either facsimile or any other form of seal. In case any such
officer who has signed manually or by facsimile any such certificate ceases
to be such officer before the certificate is issued, it nevertheless may be
issued by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
No certificate representing shares of stock shall be issued for any
share of stock until such share is fully paid, except as otherwise authorized
in Section 2-206 of the General Corporation Law.
The corporation may issue a new certificate of stock in place of
any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Board of Directors may require, in its discretion, the
owner of any such certificate or the owner's legal representative to give
bond, with sufficient surety, to the corporation to indemnify it against any
loss or claim that may arise by reason of the issuance of a new certificate.
The Board of Directors at any time may discontinue the issuance of
certificates representing shares of stock and by written notice to each
stockholder, may require the surrender of certificates of stock to the
corporation for cancellation. Such surrender and cancellation shall not
affect the ownership of stock in the corporation.
2. SHARE TRANSFERS. Upon compliance with provisions restricting
the transferability of shares of stock, if any, transfers of shares of stock
of the corporation shall be made only on the stock transfer books of the
corporation by the record holder thereof or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation or with a transfer agent or a registrar, if any, and on
surrender of the certificate or certificates, if any, for such shares of
stock properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may fix,
in advance, a date as the record date for the purpose of determining
stockholders entitled to notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or
the allotment of any rights or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall be
not more than 90 days, and in case of a meeting of stockholders not less than
10 days, prior to the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken. In lieu
of fixing a record date, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed 20 days.
If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately preceding such
meeting. If no record date is fixed and the stock transfer books are not
closed for the determination of stockholders: (1) The record date for the
determination of stockholders entitled to notice of, or to vote at, a meeting
of stockholders shall be at the close of business on the day on which the
notice of meeting is mailed or the day 30 days before the meeting, whichever
is the closer date to the meeting; and (2) The record date for the
determination of stockholders entitled to receive payment of a dividend or an
allotment of any rights shall be at the close of business on the day on which
the resolution of the Board of Directors declaring the dividend or allotment
of rights is adopted, provided that the payment or allotment date shall not
be more than 60 days after the date on which the resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share of stock" or "shares of stock"
or "stockholder" or "stockholders" refers to an outstanding share or shares
of stock and to a holder or holders of record of outstanding shares of stock
when the corporation is authorized to issue only one class of shares of stock
and said reference also is intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class or series upon which or upon whom the Charter confers such
rights where there are two or more classes or series of shares or upon which
or upon whom the General Corporation Law confers such rights notwithstanding
that the Charter may provide for more than one class or series of shares of
stock, one or more of which are limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
ANNUAL MEETINGS. If a meeting of the stockholders of the
corporation is required by the Investment Company Act of 1940, as amended, to
elect the directors, then there shall be submitted to the stockholders at
such meeting the question of the election of directors, and a meeting called
for that purpose shall be designated the annual meeting of stockholders for
that year. In other years in which no action by stockholders is required for
the aforesaid election of directors, no annual meeting need be held.
SPECIAL MEETINGS. Special stockholder meetings for any
purpose may be called by the Board of Directors or the President and shall be
called by the Secretary for the purpose of removing a Director whenever the
holders of shares entitled to at least ten percent of all the votes entitled
to be cast at such meeting shall make a duly authorized request that such
meeting be called. The Secretary shall call a special meeting of
stockholders for all other purposes whenever the holders of shares entitled
to at least a majority of all the votes entitled to be cast at such meeting
shall make a duly authorized request that such meeting be called. Such
request shall state the purpose of such meeting and the matters proposed to
be acted on thereat, and no other business shall be transacted at any such
special meeting. The Secretary shall inform such stockholders of the
reasonably estimated costs of preparing and mailing the notice of the
meeting, and upon payment to the corporation of such costs, the Secretary
shall give notice in the manner provided for below.
PLACE AND TIME. Stockholder meetings shall be held at such
place, either within the State of Maryland or at such other place within the
United States, and at such date or dates as the directors from time to time
may fix.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written or
printed notice of all meetings shall be given by the Secretary and shall
state the time and place of the meeting. The notice of a special meeting
shall state in all instances the purpose or purposes for which the meeting is
called. Written or printed notice of any meeting shall be given to each
stockholder either by mail or by presenting it to the stockholder personally
or by leaving it at his or her residence or usual place of business not less
than 10 days and not more than 90 days before the date of the meeting, unless
any provisions of the General Corporation Law shall prescribe a different
elapsed period of time, to each stockholder at his or her address appearing
on the books of the corporation or the address supplied by the stockholder
for the purpose of notice. If mailed, notice shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at his
or her post office address as it appears on the records of the corporation
with postage thereon prepaid. Whenever any notice of the time, place or
purpose of any meeting of stockholders is required to be given under the
provisions of these by-laws or of the General Corporation Law, a waiver
thereof in writing, signed by the stockholder and filed with the records of
the meeting, whether before or after the holding thereof, or actual
attendance or representation at the meeting shall be deemed equivalent to the
giving of such notice to such stockholder. The foregoing requirements of
notice also shall apply, whenever the corporation shall have any class of
stock which is not entitled to vote, to holders of stock who are not entitled
to vote at the meeting, but who are entitled to notice thereof and to dissent
from any action taken thereat.
QUORUM. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast one-third of the votes
thereat shall constitute a quorum. In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and without
notice other than by announcement, may adjourn the meeting from time to time,
but not for a period exceeding 120 days after the original record date until
a quorum shall attend.
ADJOURNED MEETINGS. A meeting of stockholders convened on the
date for which it was called (including one adjourned to achieve a quorum as
provided in the paragraph above) may be adjourned from time to time without
further notice to a date not more than 120 days after the original record
date, and any business may be transacted at any adjourned meeting which could
have been transacted at the meeting as originally called.
CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and
if present and acting: the President, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by
the stockholders. The Secretary of the corporation or, in his or her
absence, an Assistant Secretary, shall act as secretary of every meeting, but
if neither the Secretary nor an Assistant Secretary is present the chairman
of the meeting shall appoint a secretary of the meeting.
PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether for the purposes of
determining the stockholder's presence at a meeting, or whether by waiving
notice of any meeting, voting or participating at a meeting, expressing
consent or dissent without a meeting or otherwise. Every proxy shall be
executed in writing by the stockholder or by his or her duly authorized
attorney-in-fact or be in such other form as may be permitted by the General
Corporation Law, including documents conveyed by electronic transmission and
filed with the Secretary of the corporation. A copy, facsimile transmission
or other reproduction of the writing or transmission may be substituted for
the original writing or transmission for any purpose for which the original
transmission could be used. No unrevoked proxy shall be valid after 11
months from the date of its execution, unless a longer time is expressly
provided therein. The placing of a stockholder's name on a proxy pursuant to
telephonic or electronically transmitted instructions obtained pursuant to
procedures reasonably designed to verify that such instructions have been
authorized by such stockholder shall constitute execution of such proxy by or
on behalf of such stockholder.
INSPECTORS OF ELECTION. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors to act at the
meeting or any adjournment thereof. If an inspector or inspectors are not
appointed, the person presiding at the meeting may, but need not, appoint one
or more inspectors. In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, if any, before entering upon the discharge of his
duties, shall take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according to the best
of his ability. The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count
and tabulate all votes, ballots or consents, determine the result and do such
acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting or any
stockholder, the inspector or inspectors, if any, shall make a report in
writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.
VOTING. Each share of stock shall entitle the holder thereof
to one vote, except in the election of directors, at which each said vote may
be cast for as many persons as there are directors to be elected. Except for
election of directors, a majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may come before
a meeting, unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the votes cast
at a meeting at which a quorum is present shall be sufficient to elect a
director.
6. INFORMAL ACTION. Any action required or permitted to be taken
at a meeting of stockholders may be taken without a meeting if a consent in
writing, setting forth such action, is signed by all the stockholders
entitled to vote on the subject matter thereof and any other stockholders
entitled to notice of a meeting of stockholders (but not to vote thereat)
have waived in writing any rights which they may have to dissent from such
action and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed under the direction of a Board of Directors.
The use of the phrase "entire board" herein refers to the total number of
directors which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
person of full age. A director need not be a stockholder, a citizen of the
United States or a resident of the State of Maryland. The initial Board of
Directors shall consist of one person. Thereafter, the number of directors
constituting the entire board shall never be less than three or the number of
stockholders, whichever is less. At any regular meeting or at any special
meeting called for that purpose, a majority of the entire Board of Directors
may increase or decrease the number of directors, provided that the number
thereof shall never be less than three or the number of stockholders,
whichever is less, nor more than twelve and further provided that the tenure
of office of a director shall not be affected by any decrease in the number
of directors.
3. ELECTION AND TERM. The first Board of Directors shall consist
of the director named in the Articles of Incorporation and shall hold office
until the first meeting of stockholders or until his or her successor has
been elected and qualified. Thereafter, directors who are elected at a
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until their
successors have been elected and qualified. Newly created directorships and
any vacancies in the Board of Directors, other than vacancies resulting from
the removal of directors by the stockholders, may be filled by the Board of
Directors, subject to the provisions of the Investment Company Act of 1940,
as amended. Newly created directorships filled by the Board of Directors
shall be by action of a majority of the entire Board of Directors then in
office. All vacancies to be filled by the Board of Directors may be filled
by a majority of the remaining members of the Board of Directors, although
such majority is less than a quorum thereof.
4. MEETINGS.
TIME. Meetings shall be held at such time as the Board of
Directors shall fix, except that the first meeting of a newly elected Board
of Directors shall be held as soon after its election as the directors
conveniently may assemble.
PLACE. Meetings shall be held at such place within or without
the State of Maryland as shall be fixed by the Board.
CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by
or at the direction of the President or of a majority of the directors in
office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever any notice
of the time, place or purpose of any meeting of directors or any committee
thereof is required to be given under the provisions of the General
Corporation Law or of these by-laws, a waiver thereof in writing, signed by
the director or committee member entitled to such notice and filed with the
records of the meeting, whether before or after the holding thereof, or
actual attendance at the meeting shall be deemed equivalent to the giving of
such notice to such director or such committee member.
QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in office shall
constitute a quorum, provided such majority shall constitute at least one-
third of the entire Board and, in no event, less than two directors. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the General
Corporation Law or these by-laws, the action of a majority of the directors
present at a meeting at which a quorum is present shall be the action of the
Board of Directors.
CHAIRMAN OF THE MEETING. The Chairman of the Board, if any
and if present and acting, or the President or any other director chosen by
the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed for cause or without cause by the stockholders, who may elect a
successor or successors to fill any resulting vacancy or vacancies for the
unexpired term of the removed director or directors.
6. COMMITTEES. The Board of Directors may appoint from among its
members an Executive Committee and other committees composed of one or more
directors and may delegate to such committee or committees, in the intervals
between meetings of the Board of Directors, any or all of the powers of the
Board of Directors in the management of the business and affairs of the
corporation to the extent permitted by law. In the absence of any member of
any such committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors
to act in the place of such absent member.
7. INFORMAL ACTION. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if a written consent to such action is signed by all
members of the Board of Directors or any such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board or any such committee.
Members of the Board of Directors or any committee designated
thereby may participate in a meeting of such Board or committee by means of a
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and shall have a
President, a Secretary and a Treasurer, who shall be elected by the Board of
Directors, and may have such other officers, assistant officers and agents as
the Board of Directors shall authorize from time to time. Any two or more
offices, except those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law
to be executed, acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Board of Directors
whenever, in its judgment, the best interests of the corporation will be
served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation in the State
of Maryland prescribed by the General Corporation Law is 300 East Lombard
Street, c/o The Corporation Trust Incorporated, Baltimore, Maryland 21202.
The name and address of the resident agent in the State of Maryland
prescribed by the General Corporation Law are: The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office in the
State of Maryland prescribed by the General Corporation Law or at the
business office or an agency of the corporation, an original or duplicate
stock ledger containing the names and addresses of all stockholders and the
number of shares of each class held by each stockholder. Such stock ledger
may be in written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation or any series thereof shall be
fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws is vested
exclusively in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation
shall indemnify its directors to the fullest extent that indemnification of
directors is permitted by the law. The corporation shall indemnify its
officers to the same extent as its directors and to such further extent as is
consistent with law. The corporation shall indemnify its directors and
officers who while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan to the same extent as its directors and,
in the case of officers, to such further extent as is consistent with law.
The indemnification and other rights provided by this Article shall continue
as to a person who has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators of such a person.
This Article shall not protect any such person against any liability to the
corporation or any stockholder thereof to which such person would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office
("disabling conduct").
2. ADVANCES. Any current or former director or officer of the
corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the corporation for payment of the reasonable
expenses incurred by him in connection with the matter as to which he is
seeking indemnification in the manner and to the fullest extent permissible
under the General Corporation Law. The person seeking indemnification shall
provide to the corporation a written affirmation of his good faith belief
that the standard of conduct necessary for indemnification by the corporation
has been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met:
(a) the person seeking indemnification shall provide a security in form and
amount acceptable to the corporation for his or her undertaking; (b) the
corporation is insured against losses arising by reason of the advance; or
(c) a majority of a quorum of directors of the corporation who are neither
"interested persons" as defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended, nor parties to the proceeding ("disinterested non-
party directors"), or independent legal counsel, in a written opinion, shall
have determined, based on a review of facts readily available to the
corporation at the time the advance is proposed to be made, that there is
reason to believe that the person seeking indemnification will ultimately be
found to be entitled to indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall determine,
or cause to be determined, in a manner consistent with the General
Corporation Law, whether the standards required by this Article have been
met. Indemnification shall be made only following: (a) a final decision on
the merits by a court or other body before whom the proceeding was brought
that the person to be indemnified was not liable by reason of disabling
conduct or (b) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be indemnified was not
liable by reason of disabling conduct by (i) the vote of a majority of a
quorum of disinterested non-party directors or (ii) an independent legal
counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees and agents
who are not officers or directors of the corporation may be indemnified, and
reasonable expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make further
provision consistent with law for indemnification and advance of expenses to
directors, officers, employees and agents by resolution, agreement or
otherwise. The indemnification provided by this Article shall not be deemed
exclusive of any other right, with respect to indemnification or otherwise,
to which those seeking indemnification may be entitled under any insurance or
other agreement or resolution of stockholders or disinterested non-party
directors or otherwise.
6. AMENDMENTS. References in this Article are to the General
Corporation Law and to the Investment Company Act of 1940 as from time to
time amended. No amendment of the by-laws shall affect any right of any
person under this Article based on any event, omission or proceeding prior to
the amendment.
Dated: August 18, 1989
Amended: December 31, 1999
7
DISTRIBUTION AGREEMENT
[NAME OF FUND]
200 Park Avenue
New York, New York 10166
March 22, 2000
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the distributor
of (a) shares of each Series of the Fund set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time (each, a "Series") or (b) if no
Series are set forth on such Exhibit, shares of the Fund. For purposes of
this agreement the term "Shares" shall mean the authorized shares of the
relevant Series, if any, and otherwise shall mean the Fund's authorized
shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares covered
by, and in accordance with, the registration statement and prospectus then in
effect under the Securities Act of 1933, as amended, and will transmit
promptly any orders received by you for purchase or redemption of Shares to
the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has
notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the
sale of Shares. It is contemplated that you will enter into sales or
servicing agreements with securities dealers, financial institutions and
other industry professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your own behalf
as principal.
1.3 You shall act as distributor of Shares in compliance with all
applicable laws, rules and regulations, including, without limitation, all
rules and regulations made or adopted pursuant to the Investment Company Act
of 1940, as amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of 1934,
as amended.
1.4 Whenever in their judgment such action is warranted by market,
economic or political conditions, or by abnormal circumstances of any kind,
the Fund's officers may decline to accept any orders for, or make any sales
of, any Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you promptly of such
determination.
1.5 The Fund agrees to pay all costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as amended,
and all expenses in connection with maintaining facilities for the issue and
transfer of Shares and for supplying information, prices and other data to be
furnished by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and statements of
additional information for regulatory purposes and for distribution to
shareholders; provided, however, that nothing contained herein shall be
deemed to require the Fund to pay any of the costs of advertising the sale of
Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions which may
be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as you
may designate to the Fund and the Fund may approve, and the Fund agrees to
pay all expenses which may be incurred in connection with such qualification.
You shall pay all expenses connected with your own qualification as a dealer
under state or Federal laws and, except as otherwise specifically provided in
this agreement, all other expenses incurred by you in connection with the
sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the Fund
or any relevant Series and the Shares as you may reasonably request, all of
which shall be signed by one or more of the Fund's duly authorized officers;
and the Fund warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and correct. The Fund
also shall furnish you upon request with: (a) semi-annual reports and annual
audited reports of the Fund's books and accounts made by independent public
accountants regularly retained by the Fund, (b) quarterly earnings statements
prepared by the Fund, (c) a monthly itemized list of the securities in the
Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets
as soon as practicable after the end of each month, and (e) from time to time
such additional information regarding the Fund's financial condition as you
may reasonably request.
1.8 The Fund represents to you that all registration statements
and prospectuses filed by the Fund with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, with respect to the Shares have
been carefully prepared in conformity with the requirements of said Acts and
rules and regulations of the Securities and Exchange Commission thereunder.
As used in this agreement the terms "registration statement" and "prospectus"
shall mean any registration statement and prospectus, including the statement
of additional information incorporated by reference therein, filed with the
Securities and Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission. The Fund
represents and warrants to you that any registration statement and
prospectus, when such registration statement becomes effective, will contain
all statements required to be stated therein in conformity with said Acts and
the rules and regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will be true and
correct when such registration statement becomes effective; and that neither
any registration statement nor any prospectus when such registration
statement becomes effective will include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amendment or
amendments to any registration statement and such supplement or supplements
to any prospectus as, in the light of future developments, may, in the
opinion of the Fund's counsel, be necessary or advisable. If the Fund shall
not propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Fund of a written request from you
to do so, you may, at your option, terminate this agreement or decline to
make offers of the Fund's securities until such amendments are made. The
Fund shall not file any amendment to any registration statement or supplement
to any prospectus without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement shall in any way
limit the Fund's right to file at any time such amendments to any
registration statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in all respects
absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares.
The Fund agrees to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15
of the Securities Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which you, your officers and
directors, or any such controlling person, may incur under the Securities Act
of 1933, as amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of a material
fact contained in any registration statement or any prospectus or arising out
of or based upon any omission, or alleged omission, to state a material fact
required to be stated in either any registration statement or any prospectus
or necessary to make the statements in either thereof not misleading;
provided, however, that the Fund's agreement to indemnify you, your officers
or directors, and any such controlling person shall not be deemed to cover
any claims, demands, liabilities or expenses arising out of any untrue
statement or alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in conformity
with written information furnished to the Fund by you specifically for use in
the preparation thereof. The Fund's agreement to indemnify you, your
officers and directors, and any such controlling person, as aforesaid, is
expressly conditioned upon the Fund's being notified of any action brought
against you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other first
legal process shall have been served. The failure so to notify the Fund of
any such action shall not relieve the Fund from any liability which the Fund
may have to the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Fund's indemnity agreement contained in this
paragraph 1.9. The Fund will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing chosen by the
Fund and approved by you. In the event the Fund elects to assume the defense
of any such suit and retain counsel of good standing approved by you, the
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do not approve
of counsel chosen by the Fund, the Fund will reimburse you, your officers and
directors, or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any counsel retained by
you or them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in this agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of you, your officers and directors, or
any controlling person, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective estates, and to
the benefit of any controlling persons and their successors. The Fund agrees
promptly to notify you of the commencement of any litigation or proceedings
against the Fund or any of its officers or Board members in connection with
the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several
officers and Board members, and any person who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in connection therewith)
which the Fund, its officers or Board members, or any such controlling
person, may incur under the Securities Act of 1933, as amended, or under
common law or otherwise, but only to the extent that such liability or
expense incurred by the Fund, its officers or Board members, or such
controlling person resulting from such claims or demands, shall arise out of
or be based upon any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund specifically
for use in the Fund's registration statement and used in the answers to any
of the items of the registration statement or in the corresponding statements
made in the prospectus, or shall arise out of or be based upon any omission,
or alleged omission, to state a material fact in connection with such
information furnished in writing by you to the Fund and required to be stated
in such answers or necessary to make such information not misleading. Your
agreement to indemnify the Fund, its officers and Board members, and any such
controlling person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or Board
members, or any such controlling person, such notification to be given by
letter or telegram addressed to you at your address set forth above within
ten days after the summons or other first legal process shall have been
served. You shall have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such action is
based solely upon such alleged misstatement or omission on your part, and in
any other event the Fund, its officers or Board members, or such controlling
person shall each have the right to participate in the defense or preparation
of the defense of any such action. The failure so to notify you of any such
action shall not relieve you from any liability which you may have to the
Fund, its officers or Board members, or to such controlling person by reason
of any such untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of your indemnity agreement contained in
this paragraph 1.10. This agreement of indemnity will inure exclusively to
the Fund's benefit, to the benefit of the Fund's officers and Board members,
and their respective estates, and to the benefit of any controlling persons
and their successors.
You agree promptly to notify the Fund of the commencement of any litigation
or proceedings against you or any of your officers or directors in connection
with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under
any of the provisions of this agreement and no orders for the purchase or
sale of such Shares hereunder shall be accepted by the Fund if and so long as
the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions
of the Securities Act of 1933, as amended, or if and so long as a current
prospectus as required by Section 10 of said Act, as amended, is not on file
with the Securities and Exchange Commission; provided, however, that nothing
contained in this paragraph 1.11 shall in any way restrict or have an
application to or bearing upon the Fund's obligation to repurchase any Shares
from any shareholder in accordance with the provisions of the Fund's
prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement or
prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness
of the registration statement or prospectus then in effect or the
initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any
statement of a material fact made in the registration statement or
prospectus then in effect or which requires the making of a change
in such registration statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to any registration
statement or prospectus which may from time to time be filed with
the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately
equal to (a) their net asset value (determined in the manner set forth in the
Fund's charter documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be the
percentage of the offering price of such Shares as set forth in the Fund's
then-current prospectus. The offering price, if not an exact multiple of one
cent, shall be adjusted to the nearest cent. In addition, Shares of any
class of the Fund offered for sale by you may be subject to a contingent
deferred sales charge as set forth in the Fund's then-current prospectus. You
shall be entitled to receive any sales charge or contingent deferred sales
charge in respect of the Shares. Any payments to dealers shall be governed
by a separate agreement between you and such dealer and the Fund's then-
current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a separate
Reapproval Date shall be specified on Exhibit A for each Series), and
thereafter shall continue automatically for successive annual periods ending
on the day (the "Reapproval Day") of each year set forth on Exhibit A hereto,
provided such continuance is specifically approved at least annually by
(i) the Fund's Board or (ii) vote of a majority (as defined in the Investment
Company Act of 1940) of the Shares of the Fund or the relevant Series, as the
case may be, provided that in either event its continuance also is approved
by a majority of the Board members who are not "interested persons" (as
defined in said Act) of any party to this agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This
agreement is terminable without penalty, on 60 days' notice, (a) by vote of
holders of a majority of the Fund's or, as to any relevant Series, such
Series' outstanding voting securities, or (b) by the Fund's Board as to the
Fund or the relevant Series, as the case may be, or (c) by you. This
agreement also will terminate automatically, as to the Fund or relevant
Series, as the case may be, in the event of its assignment (as defined in
said Act).
4. Miscellaneous
[4.1] The Fund recognizes that from time to time your directors,
officers, and employees may serve as trustees, directors, partners, officers,
and employees of other business trusts, corporations, partnerships, or other
entities (including other investment companies) and that such other entities
may include the name "Dreyfus" as part of their name, and that your
corporation or its affiliates may enter into distribution or other agreements
with such other entities. If you cease to act as the distributor of the
Fund's shares or if The Dreyfus Corporation or any of its affiliates ceases
to act as the Fund's investment adviser, the Fund agrees that, at the request
of The Dreyfus Corporation, the Fund will take all necessary action to change
the name of the Fund to a name not including "Dreyfus" in any form or
combination of words.
4.2 (For MBTs only) This agreement has been executed on behalf of
the Fund by the undersigned officer of the Fund in his capacity as an officer
of the Fund. The obligations of this agreement shall only be binding upon
the assets and property of the Fund and shall not be binding upon any
Trustee, officer or shareholder of the Fund individually.
Please confirm that the foregoing is in accordance with your
understanding and indicate your any acceptance hereof by signing below,
whereupon it shall become a binding agreement between us.
Very truly yours,
[NAME OF FUND]
By: _______________________
Accepted:
DREYFUS SERVICE CORPORATION
By:_______________________________
EXHIBIT A**
Reapproval Date Reapproval Day
[Name of Series] [Reapproval Date] [Reapproval Day]
**No changes will be made to a Fund's current Reapproval Date or Day.
BANK AFFILIATED BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
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 (a) 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"); and (b) we
have taken appropriate verification measures to ensure transactions are in
compliance with all applicable laws and regulations concerning foreign
exchange controls and money laundering.
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 tim.es 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 1 3(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
1 3(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 h~formation 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 200 Park Avenue, New York, New York 10166, 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,
Firm Name (Please Print or Type)
Address
Date: By:
Authorized Signature
NOTE: Please sign and return both copies of this Agreement to Dreyfus Service
Corporation. Upon acceptance one countersigned copy will be returned to you
for your files.
Accepted:
DREYFUS SERVICE CORPORATION
Date: By:
Authorized Signature
APPENDIX A
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
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 Glass-Steagall 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 200 Park Avenue, New York, New York 10166, 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.
BANK AGREEMENT
(Fully Disclosed Basis)
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Gentlemen:
We are a "bank" (as such term is defined in Section 3(a)(6) of 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
("Statement of Additional Information") incorporated therein by reference (as
amended and 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.
Each transaction shall be without recourse to us provided that we act in
accordance with the terms of this Agreement. We represent and warrant to you
that (a) 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"); and (b) we have taken appropriate verification
measures to ensure transactions are in compliance with all applicable laws
and regulations concerning foreign exchange controls and money laundering.
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 and requirements of applicable 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 sales charge on purchases made under a
letter of intent ("Letter of Intent") in accordance with the Fund Prospectus.
In such case, our reallowance will be paid based upon the reduced sales
charge, but an adjustment will be made as described in the Prospectus of the
applicable Fund to reflect actual purchases of the customer if he should fail
to fulfill his Letter of Intent. 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 Fund's Prospectus.
(e)Unless at the time of transmitting an order we advise you 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 pay 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) 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. We hereby represent and warrant to you that: (a) we are a "bank" as such
term is defined in Section 3(a)(6) of the Exchange Act; (b) we are a duly
organized and validly existing "bank" in good standing under the laws of the
jurisdiction in which we were organized; (c) all authorizations (if any)
required for our lawful execution of this Agreement and our performance
hereunder have been obtained; and (d) upon execution and delivery by us, and
assuming due and valid execution and delivery by you, this Agreement will
constitute a valid and binding agreement, enforceable against us in
accordance with its terms. We agree to give written notice to you promptly in
the event that we shall cease to be a "bank" as such term is defined in
Section 3(a)(6) of the Exchange Act. In such event, this Agreement shall be
automatically terminated upon such written notice.
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 comply with all applicable federal and state laws, rules,
regulations and requirements relating to the performance of our duties and
responsibilities hereunder.
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 1 3(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, or any controlling persons named as
defendants in such suit, for the fees and expenses of any counsel retained by
us or them. Your indemnification agreement contained in this Paragraph 1 3(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, 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 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). 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, 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 agreements 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 or
requirement, 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 200 Park Avenue, New York, New York 10166, 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 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,
Firm Name (Please Print or Type)
Address
Date: By:
Authorized Signature
NOTE: Please sign and return both copies of this Agreement to Dreyfus Service
Corporation. Upon acceptance one countersigned copy will be returned to you
for your files.
Accepted:
DREYFUS SERVICE CORPORATION
Date: By:
Authorized Signature
APPENDIX A
TO BANK AGREEMENT
FORM OF SERVICE AGREEMENT
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
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 federally chartered and supervised bank or other
banking organization, you recognize that we may be subject to the
provisions of the Glass-Steagall 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 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 200 Park Avenue, New York, New York 10166, 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.
BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Gentlemen:
We desire to enter into an Agreement with you for the sale of shares of
beneficial interest or common stock of open-end registered investment
companies managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as a "Fund"
and collectively as the "Funds"), for which you are the principal
underwriter, as such term is defined in the Investment Company Act of 1940,
as amended, and for which you are the exclusive agent for the continuous
distribution of shares pursuant to the terms of a Distribution Agreement
between you and each Fund. Unless the context otherwise requires, as used
herein the term "Prospectus" shall mean the prospectus and related statement
of additional information (the "Statement of Additional Information")
incorporated therein by reference (as amended or supplemented) of each of the
respective Funds included in the then currently effective registration
statement (or post-effective amendment thereto) of each such Fund, as filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Registration Statement").
In consideration for the mutual covenants contained herein, it is hereby
agreed that our respective rights and obligations shall be as follows:
1. In all sales of Fund shares to the public, we shall act as dealer for
our own account and in no transaction shall we have any authority to act as
agent for any Fund, for you or for any other dealer.
2. All orders for the purchase of any Fund shares shall be executed at the
then current public offering price per share (i.e., the net asset value per
share plus the applicable sales charge, if any) and all orders for the
redemption of any Fund shares shall be executed at the net asset value per
share, less the applicable deferred sales charge, redemption fee, or similar
charge or fee, if any, in each case as described in the Prospectus of such
Fund. The minimum initial purchase order and minimum subsequent purchase
order shall be as set forth in the Prospectus of such Fund. All orders are
subject to acceptance or rejection by you at your sole discretion. Unless
otherwise mutually agreed in writing, each transaction shall be promptly
confirmed in writing directly to the customer on a fully disclosed basis and
a copy of each confirmation shall be sent simultaneously to us. You reserve
the right, at your discretion and without notice, to suspend the sale of
shares or withdraw entirely the sale of shares of any or all of the Funds. We
warrant and represent that we have taken appropriate verification measures to
ensure transactions are in compliance with all applicable laws and
regulations concerning foreign exchange controls and money laundering.
3. In ordering shares of any Fund, we shall rely solely and conclusively on
the representations contained in the Prospectus of such Fund. We agree that
we shall not offer or sell shares of any Fund except in compliance with all
applicable federal and state securities laws, and the rules, regulations,
requirements and conditions of all applicable regulatory and self-regulatory
agencies or authorities. In connection with offers to sell and sales of
shares of each Fund, we agree to deliver or cause to be delivered to each
person to whom any such offer or sale is made, at or prior to the time of
such offer or sale, a copy of the Prospectus and, upon request, the Statement
of Additional Information of such Fund. We further agree to obtain from each
customer to whom we sell Fund shares any taxpayer identification number
certification and such other information as may be required from time to time
under the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations promulgated thereunder, and to provide you or your designee with
timely written notice of any failure to obtain such taxpayer identification
number certification or other information in order to enable the
implementation of any required withholding. We will be responsible for the
proper instruction and training of all sales personnel employed by us. Unless
otherwise mutually agreed in writing, you shall deliver or cause to be
delivered to each of the customers who purchases shares of any of the Funds
from or through us pursuant to this Agreement copies of all annual and
interim reports, proxy solicitation materials and any other information and
materials relating to such Funds and prepared by or on behalf of you, the
Fund or its investment adviser, custodian, transfer agent or dividend
disbursing agent for distribution to each such customer. You agree to supply
us with copies of the Prospectus, Statement of Additional Information, annual
reports, interim reports, proxy solicitation materials and any such other
information and materials relating to each Fund in reasonable quantities upon
request.
4. We shall not make any representations concerning any Fund shares other
than those contained in the Prospectus of such Fund or in any promotional
materials or sales literature furnished to us by you or the Fund. We shall
not furnish or cause to be furnished to any person or display or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials and sales literature, advertisements, press releases,
announcements, statements, posters, signs or other similar materials), except
such information and materials as may be furnished to us by you or the Fund,
and such other information and materials as may be approved in writing by
you.
5. In determining the amount of any dealer reallowance payable to us
hereunder, you reserve the right to exclude any sales which you reasonably
determine are not made in accordance with the terms of the applicable Fund
Prospectuses or the provisions of this Agreement.
6. (a) In the case of any Fund shares sold with a sales charge, customers
may be entitled to a reduction in the sales charge on purchases made under a
letter of intent ("Letter of Intent") in accordance with the Fund Prospectus.
In such a case, our dealer reallowance will be paid based upon the reduced
sales charge, but an adjustment to the dealer reallowance will be made in
accordance with the Prospectus of the applicable Fund to reflect actual
purchases of the customer if such customer's Letter of Intent is not
fulfilled. The sales charge and/or dealer reallowance may be changed at any
time in your sole discretion upon written notice to us.
(b) Subject to and in accordance with the terms of the Prospectus of each
Fund sold with a sales charge, a reduced sales charge may be applicable
with respect to customer accounts through a right of accumulation under
which customers are permitted to purchase shares of a Fund at the then
current public offering price per share applicable to the total of (i)
the dollar amount of shares then being purchased plus (ii) an amount
equal to the then current net asset value or public offering price
originally paid per share, whichever is higher, of the customer's
combined holdings of the shares of such Fund and of any other open-end
registered investment company as may be permitted by the applicable Fund
Prospectus. In such case, we agree to furnish to you or the transfer
agent, as such term is defined in the Prospectus of each Fund (the
"Transfer Agent"), sufficient information to permit your confirmation of
qualification for a reduced sales charge, and acceptance of the purchase
order is subject to such confirmation.
(c) With respect to Fund shares sold with a sales charge, we agree to
advise you promptly at your request as to amounts of any and all sales by
us to the public qualifying for a reduced sales charge.
(d) Exchanges (i.e., the investment of the proceeds from the liquidation
of shares of one open-end registered investment company managed, advised
or administered by The Dreyfus Corporation or its subsidiaries or
affiliates in the shares of another open-end registered investment
company managed, advised or administered by The Dreyfus Corporation or
its subsidiaries or affiliates) shall, where available, be made subject
to and in accordance with the terms of each relevant Fund's Prospectus.
(e) Unless at the time of transmitting an order we advise you or the
Transfer Agent to the contrary, the shares ordered will be deemed to be
the total holdings of the specified customer.
7. Subject to and in accordance with the terms of each Fund Prospectus and
Service Plan, Shareholder Services Plan, Distribution Plan or similar plan,
if any, we understand that you may pay to certain financial institutions,
securities dealers and other industry professionals with which you have
entered into an agreement in substantially the form annexed hereto as
Appendix A, B or C (or such other form as may be approved from time to time
by the board of directors, trustees or managing general partners of the Fund)
such fees as may be determined by you in accordance with such agreement for
shareholder, administrative or distribution-related services as described
therein.
8. The procedures relating to all orders and the handling thereof will be
subject to the terms of the Prospectus of each Fund and your written
instructions to us from time to time. No conditional orders will be accepted.
We agree to place orders with you immediately for the same number of shares
and at the same price as any orders we receive from our customers. We shall
not withhold placing orders received from customers so as to profit ourselves
as a result of such withholding by a change in the net asset value from that
used in determining the offering price to such customers, or otherwise. We
agree that: (a) we shall not effect any transactions (including, without
limitation, any purchases, exchanges and redemptions) in any Fund shares
registered in the name of, or beneficially owned by, any customer unless such
customer has granted us full right, power and authority to effect such
transactions on such customer's behalf, and (b) you, each Fund, the Transfer
Agent and your and their respective officers, directors, trustees, managing
general partners, agents, employees and affiliates shall not be liable for,
and shall be fully indemnified and held harmless by us from and against, any
and all claims, demands, liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which may be incurred by you or any
of the foregoing persons entitled to indemnification from us hereunder
arising out of or in connection with the execution of any transactions in
Fund shares registered in the name of, or beneficially owned by, any customer
in reliance upon any oral or written instructions reasonably believed to be
genuine and to have been given by or on behalf of us.
9. (a) We agree to pay for purchase orders for Fund shares placed by us in
accordance with the terms of the Prospectus of the applicable Fund. On or
before the settlement date of each purchase order for shares of any Fund, we
shall either (i) remit to an account designated by you with the Transfer
Agent an amount equal to the then current public offering price of the shares
of such Fund being purchased less our dealer reallowance, if any, with
respect to such purchase order as determined by you in accordance with the
terms of the applicable Fund Prospectus, or (ii) remit to an account
designated by you with the Transfer Agent an amount equal to the then current
public offering price of the shares of such Fund being purchased without
deduction for our dealer reallowance, if any, with respect to such purchase
order as determined by you in accordance with the terms of the applicable
Fund Prospectus, in which case our dealer reallowance, if any, shall be
payable to us on at least a monthly basis. If payment for any purchase order
is not received in accordance with the terms of the applicable Fund
Prospectus, you reserve the right, without notice, to cancel the sale and to
hold us responsible for any loss sustained as a result thereof.
(b) If any shares sold to us under the terms of this Agreement are sold
with a sales charge and are redeemed for the account of the Fund or are
tendered for redemption within seven (7) business days after the date of
purchase: (i) we shall forthwith refund to you the full dealer
reallowance received by us on the sale; and (ii) you shall forthwith pay
to the Fund your portion of the sales charge on the sale which had been
retained by you and shall also pay to the Fund the amount refunded by us.
10. Certificates for shares sold to us hereunder shall only be issued in
accordance with the terms of each Fund's Prospectus upon our customer's
specific request and, upon such request, shall be promptly delivered to us by
the Transfer Agent unless other arrangements are made by us. However, in
making delivery of such share certificates to us, the Transfer Agent shall
have adequate time to clear any checks drawn for the payment of Fund shares.
11. Each party hereby represents and warrants to the other party that: (a)
it is a corporation, partnership or other entity duly organized and validly
existing in good standing under the laws of the jurisdiction in which it was
organized; (b) it is duly registered as a broker-dealer with the Securities
and Exchange Commission and, to the extent required, with applicable state
agencies or authorities having jurisdiction over securities matters, and it
is a member of the National Association of Securities Dealers, Inc. (the
"NASD"); (c) it will comply with all applicable federal and state laws, and
the rules, regulations, requirements and conditions of all applicable
regulatory and self-regulatory agencies or authorities in the performance of
its duties and responsibilities hereunder; (d) the execution and delivery of
this Agreement and the performance of the transactions contemplated hereby
have been duly authorized by all necessary action, and all other
authorizations and approvals (if any) required for its lawful execution and
delivery of this Agreement and its performance hereunder have been obtained;
and (e) upon execution and delivery by it, and assuming due and valid
execution and delivery by the other party, this Agreement will constitute a
valid and binding agreement, enforceable in accordance with its terms. Each
party agrees to provide the other party with such information and access to
appropriate records as may be reasonably required to verify its compliance
with the provisions of this Agreement.
12. You agree to inform us, upon our request, as to the states in which you
believe the shares of the Funds have been qualified for sale under, or are
exempt from the requirements of, the respective securities laws of such
states, but you shall have no obligation or responsibility as to our right to
sell shares in any jurisdiction. We agree to notify you immediately in the
event of (a) our expulsion or suspension from the NASD, or (b) our violation
of any applicable federal or state law, rule, regulation, requirement or
condition arising out of or in connection with this Agreement, or which may
otherwise affect in any material way our ability to act as a dealer in
accordance with the terms of this Agreement. Our expulsion from the NASD will
automatically terminate this Agreement immediately without notice. Our
suspension from the NASD for violation of any applicable federal or state
law, rule, regulation, requirement or condition will terminate this Agreement
effective immediately upon your written notice of termination to us.
13. (a) You agree to indemnify, defend and hold us, our several officers and
directors, and any person who controls us within the meaning of Section 15 of
the Securities Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which we, our officers and
directors, or any such controlling person, may incur under the Securities Act
of 1933, as amended, or under common law or otherwise, arising out of or
based upon (i) any breach of any representation, warranty or covenant made by
you herein, or (ii) any failure by you to perform your obligations as set
forth herein, or (iii) any untrue statement, or alleged untrue statement, of
a material fact contained in any Registration Statement or any Prospectus, or
arising out of or based upon any omission, or alleged omission, to state a
material fact required to be stated in either any Registration Statement or
any Prospectus, or necessary to make the statements in any thereof not
misleading; provided, however, that your agreement to indemnify us, our
officers and directors, and any such controlling person shall not be deemed
to cover any claims, demands, liabilities or expenses arising out of any
untrue statement or alleged untrue statement or omission or alleged omission
made in any Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to you or the Fund by us
specifically for use in the preparation thereof. Your agreement to indemnify
us, our officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon your being notified of any action
brought against our officers or directors, or any such controlling person,
such notification to be given by letter or by telecopier, telex, telegram or
similar means of same day delivery received by you at your address as
specified in Paragraph 18 of this Agreement within seven (7) days after the
summons or other first legal process shall have been served. The failure so
to notify you of any such action shall not relieve you from any liability
which you may have to the person against whom such action is brought by
reason of any such breach, failure or untrue, or alleged untrue, statement or
omission, or alleged omission, otherwise than on account of your indemnity
agreement contained in this Paragraph 13(a). You will be entitled to assume
the defense of any suit brought to enforce any such claim, demand, liability
or expense. In the event that you elect to assume the defense of any such
suit and retain counsel, the defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by any of them; but
in case you do not elect to assume the defense of any such suit, you will
reimburse us, our officers and directors, and any controlling persons named
as defendants in such suit, for the fees and expenses of any counsel retained
by us and/or them. Your indemnification agreement contained in this Paragraph
13(a) shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any person entitled to indemnification
pursuant to this Paragraph 13(a), and shall survive the delivery of any Fund
shares and termination of this Agreement. This agreement of indemnity will
inure exclusively to the benefit of the persons entitled to indemnification
from you pursuant to this Agreement and their respective estates, successors
and assigns.
(b) We agree to indemnify, defend and hold you and your several officers
and directors, and each Fund and its several officers and directors or
trustees or managing general partners, and any person who controls you
and/or each Fund within the meaning of Section 15 of the Securities Act
of 1933, as amended, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which you and your several
officers and directors, or the Fund and its officers and directors or
trustees or managing general partners, or any such controlling person,
may incur under the Securities Act of 1933, as amended, or under common
law or otherwise, arising out of or based upon (i) any breach of any
representation, warranty or covenant made by us herein, or (ii) any
failure by us to perform our obligations as set forth herein, or (iii)
any untrue, or alleged untrue, statement of a material fact contained in
the information furnished in writing by us to you or any Fund
specifically for use in such Fund's Registration Statement or Prospectus,
or used in the answers to any of the items of the Registration Statement
or in the corresponding statements made in the Prospectus, or arising out
of or based upon any omission, or alleged omission, to state a material
fact in connection with such information furnished in writing by us to
you or the Fund and required to be stated in such answers or necessary to
make such information not misleading. Our agreement to indemnify you and
your officers and directors, and the Fund and its officers and directors
or trustees or managing general partners, and any such controlling
person, as aforesaid, is expressly conditioned upon our being notified of
any action brought against any person or entity entitled to
indemnification hereunder, such notification to be given by letter or by
telecopier, telex, telegram or similar means of same day delivery
received by us at our address as specified in Paragraph 18 of this
Agreement within seven (7) days after the summons or other first legal
process shall have been served. The failure so to notify us of any such
action shall not relieve us from any liability which we may have to you
or your officers and directors, or to the Fund or its officers and
directors or trustees or managing general partners, or to any such
controlling person, by reason or any such breach, failure or untrue, or
alleged untrue, statement or omission, or alleged omission, otherwise
than on account of our indemnity agreement contained in this Paragraph
13(b). We shall be entitled to assume the defense of any suit brought to
enforce any such claim, demand, liability or expense. In the event that
we elect to assume the defense of any such suit and retain counsel, the
defendant or defendants in such suit shall bear the fees and expenses of
any additional counsel retained by any of them; but in case we do not
elect to assume the defense of any such suit, we will reimburse you and
your officers and directors, and the Fund and its officers and directors
or trustees or managing general partners, and any controlling persons
named as defendants in such suit, for the fees and expenses of any
counsel retained by you and/or them. Our indemnification agreements
contained in Paragraph 8 above, Paragraph 16 below and this Paragraph
13(b) shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of any person entitled to
indemnification pursuant to Paragraph 8 above, Paragraph 16 below or this
Paragraph 1 3(b), and shall survive the delivery of any Fund shares and
termination of this Agreement. Such agreements of indemnity will inure
exclusively to the benefit of the persons entitled to indemnification
hereunder and their respective estates, successors and assigns.
14. The names and addresses and other information concerning our customers
are and shall remain our sole property, and neither you nor your affiliates
shall use such names, addresses or other information for any purpose except
in connection with the performance of your duties and responsibilities
hereunder and except for servicing and informational mailings relating to the
Funds. Notwithstanding the foregoing, this Paragraph 14 shall not prohibit
you or any of your affiliates from utilizing for any purpose the names,
addresses or other information concerning any of our customers if such names,
addresses or other information are obtained in any manner other than from us
pursuant to this Agreement. The provisions of this Paragraph 14 shall survive
the termination of this Agreement.
15. We agree to serve as a service agent or to provide distribution
assistance, in accordance with the terms of the Form of Service Agreement
annexed hereto as Appendix A, Form of Shareholder Services Agreement annexed
hereto as Appendix B, and/or Form of Distribution Plan Agreement annexed
hereto as Appendix C, as applicable, for all of our customers who purchase
shares of any and all Funds whose Prospectuses provide therefor. By executing
this Agreement, each of the parties hereto agrees to be bound by all terms,
conditions, rights and obligations set forth in the forms of agreement
annexed hereto and further agrees that such forms of agreement supersede any
and all prior service agreements or other similar agreements between the
parties hereto relating to any Fund or Funds. It is recognized that certain
parties may not be permitted to collect distribution fees under the Form of
Distribution Plan Agreement annexed hereto, and if we are such a party, we
will not collect such fees.
16. By completing the Expedited Redemption Information Form annexed hereto
as Appendix D, we agree that you, each Fund with respect to which you permit
us to exercise an expedited redemption privilege, the Transfer Agent of each
such Fund, and your and their respective officers, directors or trustees or
managing general partners, agents, employees and affiliates shall not be
liable for and shall be fully indemnified and held harmless by us from and
against any and all claims, demands, liabilities and expenses (including,
without limitation, reasonable attorneys' fees) arising out of or in
connection with any expedited redemption payments made in reliance upon the
information set forth in such Appendix D.
17. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture between
you and us. Neither party hereto shall be, act as, or represent itself as,
the agent or representative of the other, nor shall either party have the
right or authority to assume, create or incur any liability or any obligation
of any kind, express or implied, against or in the name of, or on behalf of,
the other party. This Agreement is not intended to, and shall not, create any
rights against either party hereto by any third party solely on account of
this Agreement. Neither party hereto shall use the name of the other party in
any manner without the other party's prior written consent, except as
required by any applicable federal or state law, rule, regulation,
requirement or condition, and except pursuant to any promotional programs
mutually agreed upon in writing by the parties hereto.
18. Except as otherwise specifically provided herein, all notices required
or permitted to be given pursuant to this Agreement shall be given in writing
and delivered by personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt requested, or by
telecopier, telex, telegram or similar means of same day delivery (with a
confirming copy by mail as provided herein). Unless otherwise notified in
writing, all notices to you shall be given or sent to you at your offices,
located at 200 Park Avenue, New York, New York 10166, Attention: General
Counsel, and all notices to us shall be given or sent to us at our address
shown below.
19. This Agreement shall become effective only when accepted and signed by
you, and may be terminated at any time by either party hereto upon 15 days'
prior written notice to the other party. This Agreement, including the
Appendices hereto, may be amended by you upon 15 days' prior written notice
to us, and such amendment shall be deemed accepted by us upon the placement
of any order for the purchase of Fund shares or the acceptance of a fee
payable under this Agreement, including the Appendices hereto, after the
effective date of any such amendment. This Agreement may not be assigned by
us without your prior written consent. This Agreement constitutes the entire
agreement and understanding between the parties hereto relating to the
subject matter hereof and supersedes any and all prior agreements between the
parties hereto relating to the subject matter hereof.
20. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York, without giving effect to principles
of conflicts of laws.
Very truly yours,
Name of Broker or Dealer (Please Print or Type)
Address
Date: _____________________________ By:
Authorized Signature
NOTE: Please sign and return both copies of this Agreement to Dreyfus Service
Corporation. Upon acceptance one countersigned copy will be returned to you
for your files.
Accepted:
DREYFUS SERVICE CORPORATION
Date: _____________________________ By:
Authorized Signature
APPENDIX A
TO BROKER-DEALER AGREEMENT
FORM OF SERVICE AGREEMENT
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders of,
and administering shareholder accounts in, certain mutual fund(s) managed,
advised or administered by The Dreyfus Corporation or its subsidiaries or
affiliates (hereinafter referred to individually as the "Fund" and
collectively as the "Funds"). You are the principal underwriter as defined in
the Investment Company Act of 1940, as amended (the "Act"), and the exclusive
agent for the continuous distribution of shares of the Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may include,
without limitation: answering client inquiries about the Funds; assisting
clients in changing dividend options, account designations and addresses;
performing subaccounting; establishing and maintaining shareholder accounts
and records; processing purchase and redemption transactions; investing
client account cash balances automatically in shares of one or more of the
Funds; providing periodic statements and/or reports showing a client's
account balance and integrating such statements with those of other
transactions and balances in the client's other accounts serviced by us;
arranging for bank wires; and providing such other information and services
as you reasonably may request, to the extent we are permitted by applicable
statute, rule or regulation. We represent and warrant to, and agree with you,
that the compensation payable to us hereunder, together with any other
compensation payable to us by clients in connection with the investment of
their assets in shares of the Funds, will be properly disclosed by us to our
clients.
2. We shall provide such office space and equipment, telephone facilities
and personnel (which may be all or any part of the space, equipment and
facilities currently used in our business, or all or any personnel employed
by us) as is necessary or beneficial for providing information and services
to each Fund's shareholders, and to assist you in servicing accounts of
clients. We shall transmit promptly to clients all communications sent to us
for transmittal to clients by or on behalf of you, any Fund, or any Fund's
investment adviser, custodian or transfer or dividend disbursing agent.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund, except
those contained in the then current Prospectus for such Fund, copies of which
will be supplied by you to us in reasonable quantities upon request. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to suspend
the sale of shares or withdraw the sale of shares of any or all of the Funds.
5. We acknowledge that this Agreement shall become effective for a Fund
only when approved by vote of a majority of (i) the Fund's Board of Directors
or Trustees or Managing General Partners, as the case may be (collectively
"Directors," individually "Director"), and (ii) Directors who are not
"interested persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in this Agreement, cast in person at a meeting
called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. For all Funds as to which Board approval of this Agreement is
required, such continuance must be approved specifically at least annually by
a vote of a majority of (i) the Fund's Board of Directors and (ii) Directors
who are not "interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval. For
any Fund as to which Board approval of this Agreement is required, this
Agreement is terminable without penalty, at any time, by a majority of the
Fund's Directors who are not "interested persons" (as defined in the Act) and
have no direct or indirect financial interest in this Agreement or, upon not
more than 60 days' written notice, by vote of holders of a majority of the
Fund's shares. As to all Funds, this Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the present
investment adviser of such Fund(s) ceases to serve the Fund(s) in such
capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein by you
as to any or all of the Funds, this Agreement shall be terminable effective
upon receipt of notice thereof by us. This Agreement also shall terminate
automatically in the event of its assignment (as defined in the Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Service Plan adopted pursuant to
Rule 12b-1 under the Act, and Prospectus and related Statement of Additional
Information. We understand that any payments pursuant to this Agreement shall
be paid only so long as this Agreement and such Plan are in effect. We agree
that no Director, officer or shareholder of the Fund shall be liable
individually for the performance of the obligations hereunder or for any such
payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by you
and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the other
party.
10. All notices required or permitted to be given pursuant to this Agreement
shall be given in writing and delivered by personal delivery or by postage
prepaid, registered or certified United States first class mail, return
receipt requested, or by telecopier, telex, telegram or similar means of same
day delivery (with a confirming copy by mail as provided herein). Unless
otherwise notified in writing, all notices to you shall be given or sent to
you at 200 Park Avenue, New York, New York 10166, 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.
