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.
