XXX XXX SECURITIES CORPORATION
000 Xxxx 00xx Xxxxxx
(000) 000-0000 - Toll free (000) 000-0000
SELLING AGENCY AGREEMENT FOR THE SALE OF SHARES OF
INTERNATIONAL INVESTORS INCORPORATED
AND XXX XXX FUNDS
February 7, 1989
Dear Sirs:
As national and international distributor of shares for, and as agent of,
International Investors Incorporated and each of the series currently or
hereafter established under the Xxx Xxx Funds Master Trust Agreement
(collectively, the "Funds"), we enclose a copy of the current prospectuses of
the Funds and invite you to make available to your customers shares in the Funds
(the "Shares") upon the following terms:
1. In all sales of Shares through us we shall act as the Funds' agent. In
all sales of Shares by you to your customers you shall act as agent for your
customers and in no transaction shall you have any authority to act or hold
yourself out as agent of the Funds or as our agent. That is, you shall act as
broker for your customers and your customers' transactions will be executed only
upon your authorization, and on all such transactions you shall be acting solely
as agent, upon the order and at the request of your customers and such
transactions shall be for the account of your customers and not for your own
account. You guarantee the legal capacity of your customers and any co-owners
transacting in Shares.
2. The public offering price at which the Shares may be sold is the net
asset value thereof, as computed from time to time, plus a selling commission,
if any, as described in the prospectus currently in effect with respect to each
of the Shares at the time the purchase order is effective. As compensation for
each sale of Shares to your customers hereunder, you will be allowed the
discount, if any, on such Shares as described in the then current prospectus of
the Fund whose Shares are sold. The current public offering prices of the
Shares, commissions and discounts are set forth in Exhibit A hereto which
exhibit may be amended from time to time by us upon notice to you.
For shareholder support services you provide to your customers in respect
of Shares of the Gold/Resources Fund, U.S. Government Money Fund, World Trends
Fund or World Income Fund of Xxx Xxx Funds and each additional series of the Xxx
Xxx Funds hereafter established with a Plan of Distribution pursuant to Rule
12b-1 of the Investment Company Act of 1940 (the "Xxx Xxx Funds"), we shall pay
you a fee at an annual rate of 0.25% of the net asset value of Shares of each of
such Xxx Xxx Funds owned by those customers of your firm whose records, as
maintained by Xxx Xxx Funds or its agent, designate your firm as the customer's
broker of record. The l2b-1 compensation will be calculated by taking the
average daily balance in each shareholder account during the year, for which
your firm is designated as the broker of record and multiplying it by the
compensation factor of 25 basis points (0.25%). Shareholder support services
include but are not limited to furnishing services and assistance to your
customers who invest in and own Shares of such Xxx Xxx Funds, answering routine
inquiries, assisting in changing distribution options, account designations and
addresses. No such fee will be paid to you with respect to Shares of such Xxx
Xxx Funds purchased by any of your customers and redeemed or repurchased by Xxx
Xxx Funds or by us as agent within (7) seven business days after the date of our
confirmation of such purchase. No such fee will be paid to you if the total
amount of such fees based upon the value of your customers' Shares of the Xxx
Xxx Funds will be less than $50.00. You shall furnish us and Xxx Xxx Funds with
such information as shall be reasonably requested by the Trustees of Xxx Xxx
Funds with respect to the fees paid to you. The provisions of this Paragraph may
be terminated as to any of the Xxx Xxx Funds by the vote of a majority of the
Trustees of Xxx Xxx Funds who are non-interested Trustees or by a vote of a
majority of the outstanding shares of a Fund on sixty (60) days written notice,
without payment of any penalty. These provisions will also be terminated by any
act which terminates either the Distribution Agreement between Xxx Xxx Funds and
Xxx Xxx Securities Corporation or this Selling Agency Agreement.
The public offering prices, commissions and discounts may be revised by us
at any time, but any change will not affect selling commissions and discounts on
sales for which orders have been accepted by us.
The Initial Offering of Shares of a Fund as defined in the prospectus for
the Shares shall be on such terms as described in the then current prospectus of
the Fund whose Shares are being sold.
In addition to the discounts, if any, allowed pursuant to the foregoing
provisions of this Section 2, we may from time to time provide additional
concessions to brokers and others whose representatives sell, during a specific
period, a minimum dollar amount of the Shares of a Fund. Such additional
concessions may take the form of merchandise or payment for travel expenses
incurred in connection with trips taken by person designated by the broker or
other person. If non-cash concessions are provided, each broker or other person
earning such a concession may elect to receive a cash amount equivalent to our
cost of providing such
concessions. Notice of availability of concessions will be given to you by us
and if any concessions are earned by you, the value thereof is includable in
your income, if you are an NASD member, for NASD assessment purposes.
3. You agree to purchase Shares through us only for the purpose of
covering purchase orders already received by you from your customers or from
your own bona fide investment.
4. In acting as agent for your customers you agree that shares will be
sold only at the public offering price then in effect with respect to such
Shares and all such sales shall be in accordance with the then current
prospectus for such Shares; to transmit promptly upon receipt any and all orders
received by you (such orders must be received by us no later than 5:00 pm New
York time); not to withhold placing customers' orders with us in order thereby
to make a profit for yourself; you will take up and pay for Shares confirmed to
you. In acting as agent for your customer in selling Shares to us, you agree not
to charge your customer more than a fair commission for handling the
transaction. orders received for Shares of a Fund from you on behalf of your
customers will be accepted by us for such Fund only at the public offering price
applicable to each order, as established in accordance with the provisions of
such Fund's then current prospectus. The procedure stated herein relating to the
pricing and handling of orders shall be subject to instructions which we may
forward from time to time to all brokers and others with which we have entered
into an agreement.
5. If any shares of a Fund confirmed to you under this agreement are
repurchased by us as agent of a Fund, or are tendered for redemption, within
seven business days after confirmation by us of the original purchase order or
the Closing Date, as defined in a prospectus for a Fund, you shall forthwith
refund to us for the account of such Fund the full discount allowed to you on
the sale. We are obligated to pay to such Fund our share of the selling
commission on such Shares and upon receipt by us of your discount to pay the
same to such Fund. We shall notify you of such repurchase within ten days after
the date on which each certificate or appropriate redemption or repurchase
request is delivered to us or to such Fund.
6. All sales shall be subject to our confirmation. All orders so placed
shall be firm orders. All orders are subject to acceptance or rejection by us in
our sole discretion, and by the Funds in their sole discretion. Please telephone
"wire-orders" to Xxx Xxx Securities Corporation (000) 000-0000, or in New York
(212) -687-5200. "Direct-mail" orders should be sent to ATTN: "NAME OF FUND,"
DST Systems, Inc., 00 Xxxx Xxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000.
7. Payment of the public offering price, less your discount, if any, for
Shares ordered from us on behalf of your customers during a Continuous offering
of Shares of a Fund shall be made by
check payable to International Investors Incorporated or Xxx Xxx Funds: "NAME OF
FUND" in New York clearing house funds, which check should be sent to ATTN:
"NAME OF FUND," DST Systems, Inc., 00 Xxxx Xxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000,
within five business days after our acceptance of your order or such lesser
period as then may be permitted by law or regulation. If such payment is not
received within said time period, interest at the prime rate in effect at
Citibank N.A., may be added to the amount due us and we reserve the right
without notice to cancel the sale or at our option to return the Shares to the
issuer for redemption or repurchase. In the latter case we shall have the right
to hold you responsible for any loss, including loss of profit, resulting to us.
Should payment be made by check, delivery of certificates may be delayed pending
clearance of your check. Upon receipt of payment in conformity with the above,
Shares so ordered will be issued in or transferred into such names as you may
designate and forwarded as promptly as possible in accordance with your
instructions.
Payment for Shares purchased during an Initial Offering of Shares of a Fund
shall be made on such date and in accordance with such terms as described in the
then current prospectus of the Fund whose Shares are sold or as we may advise.
8. All sales through us shall be subject to the issuance of Shares to us
by the Funds. We and the Funds reserve the right to suspend sales without
notice, or to withdraw the offering of Shares entirely.
9. The Funds have authorized us as their agent and subject to their
direction to repurchase Shares at the repurchase price currently being quoted by
the Funds. This authority is supplementary to the obligation of the Funds to
redeem Shares tendered them for redemption as described in the Funds' current
prospectuses. No commissions are payable to us or by us in respect of any such
repurchase by us as such agent. Please telephone "wire-order" liquidation
requests to Xxx Xxx Securities Corporation (000) 000-0000, or in New York (212)
687-5200 (such orders must be received by us no later than 5:00 pm New York time
to obtain the redemption price for such day). "Direct-mail" liquidation requests
should be sent to ATTN: "NAME OF FUND," DST Systems, Inc., 00 Xxxx Xxxxx Xxxxxx,
Xxxxxx Xxxx, XX 00000.
10. We will notify you of each series, including the applicable discounts
and commissions, established hereafter under the Xxx Xxx Funds Master Trust
Agreement which series shall thereupon be deemed one of the Funds and supply to
you in reasonable quantities additional copies of any current prospectuses and
such sales literature for the Funds as may from time to time be issued. You are
not authorized to give any information other than that, or to make any
representations other than those contained in the then currently effective
registration statements or prospectuses or supplemental information thereto or
in any sales literature then currently issued or approved by the Funds.
11. We represent that we are members of the National Association of
Securities Dealers, Inc. Your acceptance of this agreement constitutes a
representation to us that you are either (i) a properly registered or licensed
broker or dealer under federal and state securities laws and regulations and a
member of the National Association of Securities Dealers, Inc. and agree to be
bound by the rules of such Association or (ii) a bank as defined in Section 3
(a) (6) of the Securities Exchange Act of 1934, as amended, and are duly
authorized to enter into the transactions subject to this agreement.
12. You are not employed or retained for any purpose as broker, agent or
employee by us or by the Funds, and you are not authorized in any manner to act
for, or to make any representations on behalf of, us or the funds. Nothing
herein shall constitute you, other persons signing this agreement or the
undersigned as partners; however, you agree to bear your proportionate share, if
any, of any claim, demand or liability for transfer taxes asserted against you,
such other persons or us based on the theory that you, such other persons and we
or any two or more of us, constitute an association, unincorporated business or
other entity, and your proportionate share of any expenses defending any such
claim, demand or liability.
13. From time to time or upon application we will inform you as to the
states in which the Funds' Shares have been qualified for sale.
14. Your first order placed with us for the purchase of Shares will
represent your acceptance of this agreement.
15. All communications should be sent to us at the above address. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
16. This agreement may be terminated by either of us at any time by
written notice to the other and shall terminate automatically if, as the case
may be, either of us ceases to be a member of the National Association of
Securities Dealers, Inc. or if you cease to be a bank as defined above.
17. This agreement shall be governed by and interpreted in accordance with
the laws of the state of New York.
Very Truly Yours,
XXX XXX SECURITIES CORPORATION
Date: ____________________________ By:__________________________________
We accept and agree to the terms and conditions set forth in this agreement
and acknowledge receipt of the prospectuses enclosed herewith.
Firm: _______________________________________
Date: __________________ By: _______________________________________
Address: _______________________________________
_______________________________________
EXHIBIT A
INTERNATIONAL INVESTORS INCORPORATED
Discount to
Sales Charge as a Broker-Dealers
Percentage of as a Percentage
----------------
Offering Net Amount of the Public
Price Invested Offering Price
--------- ---------- ---------------
Dollar Amount of Purchase
-------------------------
Less than $10,000 8.5% 9.3% 7.0%
$10,000 to less than $25,000 7.5% 8.1% 6.25%
$25,000 to less than $50,000 6.25% 6.7% 5.0%
$50,000 to less than $100,000 5.0% 5.3% 4.0%
$100,000 to less than $250,000 3.5% 3.6% 2.8%
$250,000 to less than $500,000 2.5% 2.6% 2.0%
$500,000 to less than $1,000,000 2.0% 2.0% 1.6%
$1,000,000 to less than $3,000,000 1.0% 1.0% 0.8%
$3,000,000 and over 0.5% 0.5% 0.4%
XXX XXX FUNDS
WORLD TRENDS FUND, GOLD/RESOURCES AND WORLD INCOME FUND
Discount to
Sales Charge as a Broker-Dealers
Percentage of as a Percentage
----------------
Offering Net Amount of the Public
Price Invested Offering Price
--------- ---------- ---------------
Dollar Amount of Purchase
-------------------------
Less than $10,000 7.5% 8.1% 6.0%
$10,000 to less than $25,000 6.25% 6.7% 5.0%
$25,000 to less than $50,000 5.0% 5.3% 4.0%
$50,000 to less than $100,000 4.0% 4.2% 3.2%
$100,000 to less than $250,000 3.0% 3.1% 2.4%
$250,000 to less than $500,000 2.5% 2.6% 2.0%
$500,000 to less than $1,000,000 2.0% 2.0% 1.6%
$1,000,000 to less than $3,000,000 1.0% 1.0% 0.8%
$3,000,000 to less than $4,000,000 0.5% 0.5% 0.4%
$4,000,000 and over -0- -0- -0-
U.S. GOVERNMENT MONEY FUND
No Sales Charge
12/15/88
