SELLING AGREEMENT
Dear Sirs:
As the principal underwriter of shares of certain registered
investment companies presently or hereafter managed, advised or administered by
Nomura Asset Management U.S.A. Inc., shares of which companies are distributed
by us at their respective net asset values plus sales charges as applicable,
pursuant to our Distribution Agreements with such companies (the "Funds"), we
invite you to participate as a non-exclusive principal in the distribution of
shares of any and all of the Funds upon the following terms and conditions:
1. You are to offer and sell such shares only at the public offering prices
that shall be currently in effect, in accordance with the terms of the then
current prospectuses and statements of additional information of the Funds
subject in each case to the delivery prior to or at the time of such sales
of the then current prospectus. You agree to act only as agent in such
transactions and nothing in this Agreement shall constitute either of us
the agent of the other or shall constitute you or the Funds the agent of
the other. In all transactions in these shares between you and us, we are
acting as agent for the Funds and not as principal. All orders are subject
to acceptance by us and become effective only upon confirmation by us. We
reserve the right in our sole discretion to reject any order. The minimum
dollar purchase of shares of the Funds shall be the applicable minimum
amounts described in the then current prospectuses and statements of
additional information and no order for less than such amounts will be
accepted, unless such purchase shall be expressly approved by the Funds in
accordance with the then current prospectuses.
2. On each purchase of shares by you from us, the total sales charges and
discount to selected dealer, if any, shall be as stated in each Fund's then
current prospectus.
Such sales charges and discount to selected dealers are subject to
reductions under a variety of circumstances as described in each Fund's
then current prospectus and statement of additional information. To obtain
these reductions, we must be notified when the sale takes place which would
qualify for the reduced charge.
There is no sales charge or discount to selected dealers on the
reinvestment of any dividends or distributions.
3. All purchases of shares of a Fund made under any cumulative purchase
privilege as set forth in a Fund's then current effective Prospectus shall
be considered an individual transaction for the purpose of determining the
concession from the public offering price to which you are entitled as set
forth in paragraph 2 hereof.
4. As an authorized agent to sell shares of the Funds, you agree to purchase
shares of the Funds only through us or from your customers. Purchases
through us shall be made only for your own investment purposes or for the
purpose of covering purchase orders already received from your customers,
and we agree that we will not place orders for the purchase of shares from
a Fund except to cover purchase orders already received by us. Purchases
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from your customers shall be at a price not less than the net asset value
quoted by each such Fund at the time of such purchase. Nothing herein
contained shall prevent you from selling any shares of a Fund for the
account of a record holder to us or to such Fund at the net asset value
quoted by us and charging your customer a fair commission for handling the
transaction.
5. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
6. You agree to sell shares of the Funds only (a) to your customers at the
public offering prices then in effect or (b) to us as agent for the Funds
or to each such Fund itself at the redemption price, as described in each
Fund's then current effective Prospectus.
7. Settlement shall be made promptly, but in no case later than the time
customary for such payments after our acceptance of the order or, if so
specified by you, we will make delivery by draft on you, the amount of
which draft you agree to pay on presentation to you. If payment is not so
received or made, the right is reserved forthwith to cancel the sale or at
our option to resell the shares to the applicable Fund, at the then
prevailing net asset value in which latter case you agree to be responsible
for any loss resulting to such Fund or to us from your failure to make
payment as aforesaid.
8. If any shares sold to you under the terms of this Agreement are repurchased
by a Fund or by us as agent, or purchased for the account of that Fund or
tendered to that Fund for purchase at liquidating value under the terms of
the Declaration of Trust or other document governing such Fund within seven
(7) business days after the date of confirmation to you of your original
purchase order therefor, you agree to pay forthwith to us the full amount
of the concession allowed to you on the original sale and we agree to pay
such amount to the Fund when received by us. We shall notify you of such
repurchase within ten (10) days of the effective date of such repurchase.
9. All sales will be subject to receipt of shares by us from the Funds. We
reserve the right in our discretion, without notice to you, to suspend
sales or withdraw the offering of shares entirely, or to modify or cancel
this Agreement.
10. From time to time during the term of this Agreement we may make payments to
you pursuant to one or more of the distribution and/or service plans
adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Act") in consideration of your furnishing
distribution and/or shareholder services hereunder with respect to each
such Fund. We have no obligation to make any such payments and you hereby
waive any such payments until we receive monies therefor from the Fund. Any
such payments made pursuant to this Section 10 shall be subject to the
following terms and conditions:
(a) Any such payments shall be in such amounts as we may from time to time
advise you in writing but in any event not in excess of the amounts
permitted by the plan in effect with respect to each particular Fund and
will be based on the dollar amount of Fund shares
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which are owned of record by your firm as nominee for your customers or
which are owned by those customers of your firm whose records, as
maintained by the Funds or their agents, designate your firm as the
customer's dealer of record. Any such payments shall be in addition to the
selling concession, if any, allowed to you pursuant to this Agreement. No
such fee will be paid to you with respect to shares purchased by you and
redeemed by the Funds or by us as agent within seven business days after
the dates of confirmation of such purchase.
(b) The provisions of this Section 10 relate to the plan adopted by a
particular Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1, any
person authorized to direct the disposition of monies paid or payable by a
Fund pursuant to this Section 10 shall provide the Fund's Board, and the
Board shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
(c) The provisions of this Section 10 applicable to each Fund shall remain
in effect for not more than a year and thereafter for successive annual
periods only so long as such continuance is specifically approved at least
annually in conformity with Rule 12b-1 and the Act. The provisions of this
Section 10 shall automatically terminate with respect to a particular plan,
in the event such plan terminates or is not continued or in the event this
Agreement terminates or ceases to remain in effect. In addition, the
provisions of this Section 10 may be terminated at any time, without
penalty, with respect to any particular plan or not more than 60 days' nor
less than 30 days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party.
11. No person is authorized to make any representations concerning the Funds or
shares of the Funds except those contained in each Fund's then current
effective prospectus or statement of additional information and any such
information as may be released by a Fund as information supplemental to
such prospectus or statement of additional information. In purchasing
shares through us you shall rely solely on the representations contained in
each Fund's then current effective prospectus or statement of additional
information and above-mentioned supplemental information.
12. With respect to Funds offering multiple classes of shares subject to
differing sales charges, you and we understand and agree that you are
solely responsible for the recommendation by your sales personnel to your
customers of the purchase or sale of shares of any class of shares of any
Fund and the suitability of such purchase or sale for the customer
involved.
13. Additional copies of each such prospectus or statement of additional
information and any printed information issued as supplemental to each such
prospectus or statement of additional information will be supplied by us to
you and your selling agents in reasonable quantities upon request.
14. We, our affiliates and the Funds (and their officers and directors) shall
not be liable for any loss, expenses, damages, costs or other claims
arising out of any redemption or exchange pursuant to telephone
instructions from any person, or our refusal to execute such instructions
for any reason.
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15. All communications to us shall be sent to us at Funds Distributor, Inc., 00
Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000. Any notice to you shall be duly
given if mailed or telegraphed to you at your address as registered from
time to time with the National Association of Securities Dealers, Inc.
16. This Agreement may be amended by us from time to time by the following
procedure. We will mail a copy of the amendment to you at your address as
registered from time to time with the National Association of Securities
Dealers, Inc. If you do not object to the amendment within fifteen (15)
days after its receipt, the amendment will become a part of the Agreement.
Your objection must be in writing and be received by us within such fifteen
days.
17. This Agreement may be terminated upon written notice by either party at any
time, and shall automatically terminate upon its attempted assignment by
you, whether by operation of law or otherwise, or by us otherwise than by
operation of law.
18. By accepting this Agreement, you represent that you are registered as a
broker-dealer under the Securities Exchange Act of 1934, are qualified to
act as a broker or dealer in the states or other jurisdictions where you
transact business, and are a member in good standing of the National
Association of Securities Dealers, Inc., and you agree that you will
maintain such registrations, qualifications, and membership in good
standing and in full force and effect throughout the term of this
Agreement. You further agree to comply with all applicable Federal laws,
the laws of the states or other jurisdictions concerned, and the rules and
regulations promulgated thereunder and with the Constitution, By-Laws and
Conduct Rules of the National Association of Securities Dealers, Inc., and
that you will not offer or sell shares of the Funds in any state or
jurisdiction where they may not lawfully be offered and/or sold.
If you are offering and selling shares of the Funds in jurisdictions
outside the several states, territories, and possessions of the United
States and are not otherwise required to be registered, qualified, or a
member of the National Association of Securities Dealers, Inc., as set
forth above you, you nevertheless agree to observe the applicable laws of
the jurisdiction in which such offer and/or sale is made, to comply with
the full disclosure requirements of the Securities Act of 1933 and the
regulations promulgated thereunder, to conduct your business in accordance
with the spirit of the Conduct Rules of the National Association of
Securities Dealers, Inc. You agree to indemnify and hold the Funds, their
investment advisor, and us harmless from loss or damage resulting from any
failure on your part to comply with applicable laws.
19. You agree to maintain records of all sales of shares made through you and
to furnish us with copies of each record on request.
20. This Agreement and all amendments to this Agreement shall take effect with
respect to and on the date of any orders placed by you after the date set
forth below or, as applicable, after the date of the notice of amendment
sent to you by the undersigned.
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21. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and shall be binding upon both parties hereto
when signed and accepted by you in the space provided below.
For Funds Distributor, Inc.
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
________________________________________________________________________________
By: Date
For:
________________________________________________________________________________
________________________________________________________________________________
Address of Principal Office
________________________________________________________________________________
City State Zip Code
By: Its:
___________________________________ __________________________ _______________
Authorized Signature Title Date
___________________________________
Print Name
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