DISTRIBUTION AGREEMENT DREYFUS DYNAMIC ALTERNATIVES FUND, INC. New York, New York 10166
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March 3,
2010
MBSC
Securities Corporation
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Ladies
and Gentlemen:
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 the relevant Series, as the case may be, in the
event of its assignment (as defined in said Act).
4. Miscellaneous
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 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.
Please
confirm that the foregoing is in accordance with your understanding and indicate
your acceptance hereof by signing below, whereupon it shall become a binding
agreement between us.
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Very
truly yours,
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By:
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Name:
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Title:
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Accepted:
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MBSC
SECURITIES CORPORATION
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By:
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Name:
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Title:
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EXHIBIT
A
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Reapproval Date
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Reapproval Day
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August
31, 2011
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August
31st
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