SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER SERVICING AGREEMENT (the "Agreement"), dated April __,
1998, between Dreyfus High Yield Strategies Fund (the "Fund") and PaineWebber
Incorporated ("PaineWebber").
WHEREAS, the Fund is a closed-end, non-diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), and its common shares of beneficial interest are
registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund desires to retain PaineWebber to provide shareholder
servicing and market information with respect to the Fund, and PaineWebber is
willing to render such services;
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:
l. The Fund hereby employs PaineWebber, for the period and on the terms
and conditions set forth herein, to provide the following services:
(a) Undertake to make public information pertaining to the
Fund on an ongoing basis and to communicate to investors and prospective
investors the Fund's features and benefits (including periodic seminars or
conference calls, responses to questions from or current or prospective
shareholders and specific shareholder contact where appropriate);
(b) Make available to investors and prospective investors
market price, net asset value, yield and other information regarding the Fund,
if reasonably obtainable, for the purpose of maintaining the visibility of the
Fund in the investor community;
(c) At the request of the Fund, provide certain economic
research and statistical information and reports, if reasonable obtainable, on
behalf of the Fund and consult with representatives and Trustees of the Fund in
connection therewith, which information and reports shall include: (i)
statistical and financial market information with respect to the Fund's market
performance; and (ii) comparative information regarding the Fund and other
closed-end management investment companies with respect to (x) the net asset
value of their respective shares, (y) the respective market performance of the
Fund and such other companies, and (z) other relevant performance indicators;
and
(d) At the request of the Fund, provide information to and
consult with the Board of Trustees of the Fund with respect to applicable
strategies designed to address market value discounts, which may include share
repurchases, tender offers, modifications to dividend policies or capital
structure, repositioning or restructuring of the Fund, conversion of the Fund to
an open-end investment company, liquidation or merger; including providing
information concerning the use and impact of the above strategic alternatives by
other market participants.
2. The Fund will pay PaineWebber a fee computed weekly and payable
quarterly at an annualized rate of 0.10% of the Fund's average weekly value of
the total assets of the Fund minus the sum of accrued liabilities (other than
the aggregate indebtedness constituting financial leverage).
3. The Fund acknowledges that the shareholder services of PaineWebber
provided for hereunder do not include any advice as to the value of securities
or regarding the advisability of purchasing or selling any securities for the
Fund's portfolio. No provision of this Agreement shall be considered as
creating, nor shall any provision create, any obligation on the part of
PaineWebber, and PaineWebber is not hereby agreeing, to: (i) furnish any advice
or make any recommendations regarding the purchase or sale of portfolio
securities or (ii) render any opinions, valuations or recommendations of any
kind or to perform any such similar services in connection with providing the
services described in Section 1 hereof.
4. Nothing herein shall be construed as prohibiting PaineWebber or its
affiliates from providing similar or other services to any other clients
(including other registered investment companies or the investment managers
thereof), so long as PaineWebber's services to the Fund is not impaired thereby.
5. The term of this Agreement shall commence upon the date referred to
above, shall be in effect for a period of two years and shall thereafter
continue for successive one year periods provided that the agreement may be
terminated by either party upon 60 days written notice of the intention to
terminate.
6. The Fund will furnish PaineWebber with such information as
PaineWebber believes appropriate to its assignment hereunder (all such
information so furnished being the "Information"). The Fund recognizes and
confirms that PaineWebber (a) will use and rely primarily on the Information and
on information available from generally recognized public sources in performing
the services contemplated by this Agreement without having independently
verified the same and (b) does not assume responsibility for the accuracy or
completeness of the Information and such other information. To the best of the
Fund's knowledge, the Information to be furnished by the Fund when delivered,
will be true and correct in all material respects and will not contain any
material misstatement of fact or omit to state any material fact necessary to
make the statements contained therein not misleading. The Fund will promptly
notify PaineWebber if it learns of any material inaccuracy or misstatement in,
or material omission from, any Information thereto delivered to PaineWebber.
7. It is understood that PaineWebber is being engaged hereunder solely
to provide the services described above to the Fund and that PaineWebber is not
acting as an agent or fiduciary of, and shall have no duties or liability to the
current or future shareholders of the Fund, the current or future shareholders
of the Fund or any other third party in connection with its engagement
hereunder, all of which are hereby expressly waived.
8. The Fund agrees that PaineWebber shall have no liability to the Fund
for any act or omission to act by PaineWebber in the course of its performance
under this Agreement, in the absence of gross negligence or willful misconduct
on the part of PaineWebber. The Fund agrees to the indemnification and other
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agreements set forth in the Indemnification Agreement attached hereto, the
provisions of which are incorporated herein by reference and shall survive the
termination, expiration or supersession of this Agreement.
9. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY THEREIN AND WITHOUT
REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.
10. EACH OF THE FUND AND PAINEWEBBER AGREE THAT ANY ACTION OR
PROCEEDING BASED HEREON, OR ARISING OUT OF PAINEWEBBER'S ENGAGEMENT HEREUNDER,
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN XXX XXXXXX XX XXX XXXXX XX XXX
XXXX LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. PAINEWEBBER EACH HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE
CITY AND COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING
AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE FUND AND
PAINEWEBBER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
11. The Fund and PaineWebber each hereby irrevocably waive any right
they may have to a trial by jury in respect of any claim based upon or arising
out of this Agreement or the transactions contemplated hereby. This Agreement
may not be assigned by either party without the prior written consent of the
other party.
12. This Agreement (including the attached Indemnification Agreement)
embodies the entire agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof. If any provision of this Agreement is determined to be invalid or
unenforceable in any respect, such determination will not affect such provision
in any other respect or any other provision of this Agreement, which will remain
in full force and effect. This Agreement may not be amended or otherwise
modified or waived except by an instrument in writing signed by both PaineWebber
and the Fund.
13. All notices required or permitted to be sent under this Agreement
shall be sent, if to the Fund:
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Dreyfus High Yield Strategies Fund
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
or if to PaineWebber:
PaineWebber Incorporated
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
or such other name or address as may be given in writing to the other parties.
Any notice shall be deemed to be given or received on the third day after
deposit in the U. S. mail with certified postage prepaid or when actually
received, whether by hand, express delivery service or facsimile transmission,
whichever is earlier.
14. This Agreement may be exercised on separate counterparts, each of
which is deemed to be an original and all of which taken together constitute one
and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Shareholder Servicing Agreement as of the date first above written.
DREYFUS HIGH YIELD STRATEGIES FUND
By:
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Name: Xxxxx X. Xxxxxxxx
Title: President
PAINEWEBBER INCORPORATED
By:
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Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
--------------------------------
PAINEWEBBER
INDEMNIFICATION
AGREEMENT
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PAINEWEBBER INDEMNIFICATION AGREEMENT
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Date ______________, 19__
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
In connection with the engagement of PaineWebber Incorporated
("PaineWebber") to advise and assist the undersigned (referred to herein as
"we", "our" or "us") with the matters set forth in the Agreement dated
____________, 199_ between us and PaineWebber, we hereby agree to indemnify and
hold harmless PaineWebber, its affiliated companies, and each of PaineWebber's
and such affiliated companies' respective officers, directors, agents, employees
and controlling persons (within the meaning of each of Section 20 of the
Securities Exchange Act of 1934 and Section 15 of the Securities Act of 1933)
(each of the foregoing, including PaineWebber, being hereinafter referred to as
an "Indemnified Person") to the fullest extent permitted by law from and against
any and all losses, claims, damages, expenses (including reasonable fees,
disbursements and other charges of counsel), actions (including actions brought
by us or our equity holders or derivative actions brought by any person claiming
through us or in our name), proceedings, arbitrations or investigations (whether
formal or informal), or threats thereof (all of the foregoing being hereinafter
referred to as "Liabilities"), based upon, relating to or arising out of such
engagement or any Indemnified Person's role therein; provided, however, that we
shall not be liable under this paragraph: (a) for any amount paid in settlement
of claims without our consent, unless our consent is unreasonably withheld, or
(b) to the extent that it is finally judicially determined, or expressly stated
in an arbitration award, that such Liabilities resulted primarily from the
willful misconduct or gross negligence of the Indemnified Person seeking
indemnification. If multiple claims are brought against any Indemnified Person
in an arbitration or other proceeding and at least one such claim is based upon,
relates to or arises out of the engagement of PaineWebber by us or any
Indemnified Person's role therein, we agree that any award, judgment and other
Liabilities resulting therefrom shall be deemed conclusively to be based on,
relate to or arise out of the engagement of PaineWebber by us or any Indemnified
Person's role therein, except to the extent that such award or judgment
expressly states that the award or judgment, or any portion thereof, is based
solely upon, relates to or arises out of other matters for which indemnification
is not available hereunder. In connection with our obligation to indemnify for
expenses as set forth above, we further agree to reimburse each Indemnified
Person for all such expenses (including reasonable fees, disbursements and other
charges of counsel) as they are incurred by such Indemnified Person; provided,
however, that if an Indemnified Person is reimbursed hereunder for any expenses,
the amount so paid shall be refunded if and to the extent it is finally
judicially determined, or expressly stated in an arbitration award, that the
Liabilities in question resulted primarily from the willful misconduct or gross
negligence of such Indemnified Person. We hereby also agree that neither
PaineWebber nor any other Indemnified Person shall have any liability to us (or
anyone claiming through us or in our name) in connection with PaineWebber's
engagement by us except to the extent that such Indemnified Person has engaged
in willful misconduct or been grossly negligent.
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PaineWebber Indemnification Agreement
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Promptly after PaineWebber receives notice of the commencement of any
action or other proceeding in respect of which indemnification or reimbursement
may be sought hereunder, PaineWebber will notify us thereof; but the omission so
to notify us shall not relieve us from any obligation hereunder unless, and only
to the extent that, such omission results in our forfeiture of substantive
rights or defenses. If any such action or other proceeding shall be brought
against any Indemnified Person, we shall, upon written notice given reasonably
promptly following your notice to us of such action or proceeding, be entitled
to assume the defense thereof at our expense with counsel chosen by us and
reasonably satisfactory to such Indemnified Person; provided, however, that any
Indemnified Person may at its own expense retain separate counsel to participate
in such defense. Notwithstanding the foregoing, such Indemnified Person shall
have the right to employ separate counsel at our expense and to control its own
defense of such action or proceeding if, in the reasonable opinion of counsel to
such Indemnified Person, (i) there are or may be legal defenses available to
such Indemnified Person or to other Indemnified Persons that are different from
or additional to those available to us, or (ii) a difference of position or
potential difference of position exists between us and such Indemnified Person
that would make such separate representation advisable; provided, however, that
in no event shall we be required to pay fees and expenses under this indemnity
for more than one firm of attorneys (in addition to local counsel) in any
jurisdiction in any one legal action or group of related legal actions. We agree
that we will not, without the prior written consent of PaineWebber, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding relating to the matters contemplated by
PaineWebber's engagement (whether or not any Indemnified Person is a party
thereto) unless such settlement, compromise or consent includes an unconditional
release of PaineWebber and each other Indemnified Person from all liability
arising or that may arise out of such claim, action or proceeding.
If the indemnification of an Indemnified Person provided for hereunder
is finally judicially determined by a court of competent jurisdiction to be
unenforceable, then we agree, in lieu of indemnifying such Indemnified Person,
to contribute to the amount paid or payable by such Indemnified Person as a
result of such Liabilities in such proportion as is appropriate to reflect the
relative benefits received, or sought to be received, by us on the one hand and
by PaineWebber on the other from the transactions in connection with which
PaineWebber has been engaged. If the allocation provided in the preceding
sentence is not permitted by applicable law, then we agree to contribute to the
amount paid or payable by such Indemnified Person as a result of such
Liabilities in such proportion as is appropriate to reflect not only the
relative benefits referred to in such preceding sentence but also the relative
fault of us and of such Indemnified Person. Notwithstanding the foregoing, in no
event shall the aggregate amount required to be contributed by all Indemnified
Persons taking into account our contributions as described above exceed the
amount of fees actually received by PaineWebber pursuant to such engagement. The
relative benefits received or sought to be received by us on the one hand and by
PaineWebber on the other shall be deemed to be in the same proportion as (a) the
total value of the transactions with respect to which PaineWebber has been
engaged bears to (b) the fees paid or payable to PaineWebber with respect to
such engagement.
The rights accorded to Indemnified Persons hereunder shall be in
addition to any rights that any Indemnified Person may have at common law, by
separate agreement or otherwise.
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PaineWebber Indemnification Agreement
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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE. WE HEREBY CONSENT, SOLELY FOR THE PURPOSE
OF ALLOWING AN INDEMNIFIED PERSON TO ENFORCE ITS RIGHTS HEREUNDER, TO PERSONAL
JURISDICTION AND SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM FOR WHICH
INDEMNIFICATION MAY BE SOUGHT HEREUNDER IS BROUGHT AGAINST PAINEWEBBER OR ANY
OTHER INDEMNIFIED PERSON. We and PaineWebber also hereby irrevocably waive any
right we and PaineWebber may have to a trial by jury in respect of any claim
based upon or arising out of this agreement. This agreement may not be amended
or otherwise modified except by an instrument signed by both PaineWebber and us.
If any provision hereof shall be determined to be invalid or unenforceable in
any respect, such determination shall not affect such provision in any other
respect or any other provision of this agreement, which shall remain in full
force and effect. If there is more than one indemnitor hereunder, each
indemnifying person agrees that its liabilities hereunder shall be joint and
several. Each Indemnified Person is an intended beneficiary hereunder.
The foregoing indemnification agreement shall remain in effect
indefinitely, notwithstanding any termination of PaineWebber's engagement.
Very truly yours,
---------------------------------
Name of Client
By:
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Name:
Title:
Acknowledged and Agreed to:
PAINEWEBBER INCORPORATED
By:
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Name:
Title:
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