XXXXXX XXXXXX INVESTMENT GRADE BOND FUND
DISTRIBUTION, REPURCHASE AND SHAREHOLDER SERVICING AGREEMENT
This Distribution, Repurchase and Shareholder Servicing Agreement (the
"Agreement") is made and entered into in Boston, Massachusetts as of
________________ , 1999 by and between Xxxxxx Xxxxxx Distributors, L.P. ("LSD"),
a Delaware limited partnership, and _________________________________________, a
company organized under the laws of Japan and having its head office at
________________________________________________________________________________
____________ concerning the distribution and repurchase in Japan of the Class
shares (the "Shares") of the Xxxxxx Xxxxxx
__________________________________________ Fund (the "Fund").
WHEREAS, Xxxxxx Xxxxxx Funds (the "Trust") has appointed LSD as its
exclusive agent to sell and distribute the Shares, which are distributed by LSD
and sold by the Fund at their net asset value plus a sales charge;
WHEREAS, LSD and desire that participate as a selected dealer in the
distribution of the Shares; and
WHEREAS, pursuant to the Agent Company Agreement between Securities Co.,
Ltd. ( ) and the Fund dated ____________________________, 1999, has been
appointed the Agent Company for the Fund in Japan.
NOW, THEREFORE, LSD and agree to the following terms and conditions:
1. Distribution of Shares in Japan
-------------------------------
(a) will offer and sell Shares only at the public offering price which
shall be currently in effect, in accordance with the terms of the Fund's then
current Japanese Securities Registration Statements, including any amendments
thereto (the "Securities Registration Statements") and the Japanese prospectus,
including any amendments thereto (the "Japanese Prospectus"), both of which are
based upon the Fund's then current U.S. prospectus and statement of additional
information (the "U.S. Prospectus") as part of the initial or continuous public
offering of the Shares in Japan (hereinafter referred to, each as the "Public
Offering," and collectively as the "Public Offerings"). All orders are subject
to acceptance by the Trust and become effective only upon confirmation by LSD to
on behalf of the Trust.
(b) is hereby authorized (i) to place orders through LSD with the Fund for
Shares to be sold by the Fund to subject to the applicable terms and conditions
of this Agreement and subject to the terms set forth in the Securities
Registration Statements and the Japanese Prospectus, and (ii) to tender Shares
directly to the Fund or its agent for redemption subject to the applicable terms
and conditions set forth in this Agreement, the Securities Registration
Statements and the Japanese Prospectus.
(c) may offer and sell in Japan any Shares so delivered to it, through
Sales Handling Companies or otherwise, in any manner as may determine from time
to time, provided that such manner is not inconsistent with or violative of the
provisions of this Agreement, Japanese law, the
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rules of the Japan Securities Dealers Association (hereinafter referred to as
"JSDA"), any applicable U.S. laws, rules or regulations, including regulations
of NASD Regulation, Inc., or the Securities Registration Statements and the
Japanese Prospectus. will furnish to each person to whom any such sale or offer
is made a copy of the Japanese Prospectus. will use its best efforts in the
development and promotion of sales of Shares and will be responsible for the
proper instruction and training of all sales personnel employed by it.
(d) It is agreed and understood that no Shares shall be offered or sold by
under any of the provisions of this Agreement and no orders for the purchase of
such Shares hereunder shall be forwarded by LSD to the Fund for acceptance if
and so long as the effectiveness of the applicable Securities Registration
Statement or any necessary amendments thereto shall be suspended under any of
the provisions of the Securities and Exchange Law of Japan (Law No. 25, 1948, as
amended), and if and so long as Shares and/or the Fund do not or cease to meet
the requirements of the Standards of Selection of JSDA with respect to the
qualification of foreign investment fund securities for distribution in Japan;
provided, however that nothing contained in this sub-section (d) shall in any
way restrict or be applied to or bear upon the Fund's obligation to repurchase
Shares from any Shareholder in accordance with the procedures set forth in the
Securities Registration Statement and the Japanese Prospectus.
(e) LSD agrees immediately to notify of the non-acceptance or delay
together with the reasons therefor, if the Fund does not (i) accept orders for
the issue or order for repurchase of Shares immediately after receipt of such
order, (ii) deliver Shares or the confirmation in writing in accordance with
Section 4 hereof or (iii) make payment for repurchase of Shares in accordance
with Section 5 hereof.
(f) shall not be obligated to sell or make arrangements for sale of any
certain number of Shares in connection with any Public Offering.
(g) LSD, as agent for the Fund, shall not accept from any conditional
orders for Shares. Delivery of certificates, if any, for Shares purchased shall
be made by a Fund only against receipt of the purchase price, and only upon
request. If payment for the Shares purchased and all necessary applications and
documents required by the applicable Fund or LSD are not received within three
business days or such shorter time as may be required by law, the sale may be
canceled forthwith without any responsibility or liability on LSD's part or on
the part of the Fund (in which case will be responsible for any loss, including
loss of profit, suffered by the Fund resulting from 's failure to make such
payments or provide such documents), or, at LSD's option, LSD may cause the
Shares ordered to be redeemed by the relevant Fund (in which case LSD and the
Fund may hold responsible for any loss suffered by either of them in connection
with or as a result of such redemption).
(h) No person is authorized to make any representations concerning Shares
except those contained in the Securities Registration Statements and the
Japanese Prospectus. agrees not to use other advertising or sales material
relating to the Funds, unless approved in writing by LSD in advance of such use.
Any printed information furnished by LSD, other than the Securities Registration
Statements, the Japanese Prospectus and the U.S. Prospectus and any periodic
reports and proxy solicitation materials of the Trust, are LSD's sole
responsibility and not the responsibility
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of the Trust, and agrees that the Trust shall have no liability or
responsibility to in these respects unless expressly assumed in connection
therewith.
2. Offering
--------
The Public Offering shall be made only after the Fund shall have duly
obtained any and all required approvals, licenses or registrations prior to such
offerings under then applicable Japanese and U.S. laws and regulations.
3. Payment and Delivery
--------------------
(a) With respect to Shares purchased by the investors in Japan, will pay or
cause to be paid in U.S. Dollars the aggregate Sales Price of such Shares
purchased by the investors in Japan. The certificates or confirmations in
writing evidencing such Shares shall be received by or to the order of in
exchange for the payment therefor.
(b) The payment of the Sales Price in respect of the initial Public
Offering (less any amount which is authorized to retain pursuant to Section 3(b)
hereof) shall be made on ____________, 1999 (hereinafter referred to as the
"Closing Date"). The payment of the Sales Price in respect of any other Public
Offering (less any amount which is authorized to retain pursuant to Section 1(a)
hereof) shall be made within three (3) days on which the New York Stock Exchange
is open for trading ("Fund Business Days") counting from the day when the Fund
accepts the relevant purchase order.
4. Repurchase
----------
(a) Any of the Shares, in full or fractional amounts, may be tendered for
repurchase at any time, in accordance with the provisions of the Securities
Registration Statements and the Japanese Prospectus.
(b) When shall reasonably deem necessary, such suspension shall be
publicized and notified in Japan by the Fund, at the expense of the Fund,
through the Agent Company in Japan.
(c) The Fund shall pay or cause to be paid to or to its order within at
least three (3) Fund Business Days counting from and including the date of
acceptance of any repurchase order by the Fund, the total amount of the
repurchase price calculated as set forth in the Securities Registration
Statements and the Japanese Prospectus.
5. Shareholder Services
--------------------
(a) agrees to use its best efforts to make available, to its customers who
from time to time beneficially own Shares in accounts for which is the dealer of
record as reflected in the records of LSD ("Accounts"), such personal services
and information as are customarily provided by full-service securities brokers
to their customers with respect to such customers' investments in mutual funds
for which such brokers are the dealers of record. In recognition of 's
provision of such services to such customers of , LSD agrees, subject to the
provisions of subsection (b) below, to pay,
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with respect to each calendar quarter during which this Agreement is in effect,
a fee at the annual rate of _________%, applied to the average daily net asset
value of all Shares that are held during such quarter by Accounts. Such fee will
be accrued daily and paid no less often than quarterly by the 45th day of the
subsequent calendar quarter. The annual rate at which fees are to be paid
pursuant to this Section 6 is subject to change by LSD from time to time, upon
10 days' written notice, and any orders to purchase Shares that are received by
the Trust after the effective date of such change will be subject to the rate(s)
in effect at the time of receipt of such order by the Funds. agrees that the
Agent Company will retain _______% of the ___________% paid to under the
Agreement.
(b) acknowledges that LSD shall pay any compensation to described in
subsection (a) above only out of such monies as may be received for such purpose
by LSD from either the Fund or Xxxxxx, Xxxxxx & Company, L.P.; accordingly, any
obligation of LSD to pay any such compensation shall not arise unless and until
receipt by LSD from the Fund or Xxxxxx, Xxxxxx & Company, L.P. of monies
intended to be used by LSD for such purpose and in amounts sufficient for such
purpose.
6. Expenses
--------
LSD shall pay or cause to be paid (by the Fund or otherwise) all of the
following costs and expenses relating to the Shares:
i. Costs and expenses of the preparation and printing of the Share
certificates or confirmations in writing of Share transactions;
ii. Costs and expenses of the preparation and printing, all in the
Japanese language, of the Securities Registration Statements,
securities report, annual reports, semi-annual reports and
extraordinary reports to be filed with the Director of Kanto
Local Finance Bureau of the Ministry of Finance ("MOF") of Japan
pursuant to the Securities and Exchange Law of Japan, and the
Registration Statement to be filed with the Commissioner of the
Financial Supervisory Agency pursuant to the Law regarding
Securities Investment Fund and Securities Investment Company;
iii. Costs and expenses of the preparation and printing, in the
Japanese language, of the Japanese Prospectus to be prepared
under the applicable Japanese laws and regulations and/or the
agreements and regulations of JSDA;
iv. Costs and expenses of the preparation, printing and distribution,
in the Japanese language, of the Fund's annual reports, semi-
annual reports and other Fund documents required to be given to
beneficial or record owners of Shares in Japan by law or which
LSD agrees under this Agreement, and the Fund under the Agent
Company Agreement between the Trust, on behalf of the Fund, and
(the "Agent Agreement"), dated _____________________, to furnish
to the beneficial holders of the Shares in Japan;
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v. Fees and expenses of independent public accountants for the Fund;
vi. Fees and expenses of legal counsel for the Fund in Japan or
elsewhere;
vii. Other costs and expenses of the preparation of documents as may
be required under the applicable Japanese laws and regulations
and the agreements and regulations of JSDA;
viii. Costs and expenses of the printing and distribution to brokers
and Sales Handling Companies in Japan of such copies of annual
reports and other documents of the Fund, prepared in the Japanese
language, for distribution to the investors in Japan as may
reasonably be commercially used by;
ix. Costs and expenses of the printing and distribution in Japan of
such copies of the annual reports, semi-annual reports and other
documents of the Fund prepared in the Japanese language for
distribution to shareholders and brokers upon their request for
informational purposes only, in an aggregate quantity not to
exceed ________% of the number of beneficial holders in Japan of
Shares registered in the name of.
7. Representations, Warranties and Covenants of the Parties; Indemnification
-------------------------------------------------------------------------
(a) At all times when is distributing the Shares, LSD represents and
warrants to, and covenants with that:
i. LSD is a Delaware limited partnership and is duly registered with
the U.S. Securities and Exchange Commission (the "SEC") as a
broker-dealer.
ii. The Fund is a series of a business trust duly created pursuant to
the laws of The Commonwealth of Massachusetts and is being duly
operated in accordance with applicable statutory and common law
requirements.
iii. The Trust is duly registered with the SEC as an open-ended
management investment company under the U.S. Investment Company
Act of 1940, as amended (the "1940 Act"), and the Shares are duly
registered with the SEC under the U.S. Securities Act of 1933, as
amended, for offer and sale.
iv. The Fund has full power and authority to conduct its business as
described in the Securities Registration Statements, Japanese
Prospectus, U.S. Prospectus and its Post-Effective Amendment
filings made with the SEC, including, but not limited to, full
power and authority to issue and sell the Shares and to take any
other action and to do all acts necessary to fulfill its
obligations as set forth in the Trust Deed and Bylaws.
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v. The Fund has taken no action contrary to the laws, regulations
and decrees set forth in sub-sections (ii), (iii) and (xii) of
this Section 7 or the Trust Deed and Bylaws.
vi. As of the signing date of this Agreement, all authorizations and
consents necessary for the execution and delivery by or on behalf
of LSD of this Agreement, and for the sale and delivery of the
Shares hereunder, have been given, and LSD has full right, power
and authority to enter into this Agreement.
vii. Upon delivery of the Shares and payment therefor pursuant hereto,
legal and valid title to fully paid Shares, non-assessable by the
Fund, free and clear of all liens and encumbrances, will pass to
or their clients, as the case may be. The Shares conform in all
material respects to statements made in the then-current
Prospectus and the issue of Shares is not subject to pre-emptive
rights.
viii. Neither the execution nor the delivery of this Agreement, nor the
consummation of the transactions herein contemplated, nor
compliance with the terms, conditions or provisions hereof, will
result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any agreement or instrument to
which LSD is a party or by which it, or any of the existing
property of LSD is bound, or any statute or the Articles of
Incorporation and Bylaws of LSD, or any order, rule or regulation
of any court or governmental agency or body having jurisdiction
over LSD or over its properties.
ix. LSD agrees to give prior notice to of any material change in the
Trust Deed and Bylaws of the Fund, in the structure, operation or
management of the Fund if and when such change would disqualify
the Shares for distribution in Japan.
x. There is no known material action, suit or proceeding pending
against or affecting LSD which could result in a material adverse
change in the condition, financial or otherwise, of LSD or which
might materially adversely affect the assets of LSD.
xi. The Japanese Prospectus does not contain an untrue statement of a
material fact or an omission of a material fact necessary in
order to make a statement therein not misleading; provided,
however, that this representation and warranty shall not apply to
statements in or omissions from the Japanese Prospectus made in
reliance upon and conformity with information furnished to LSD by
for use in the Japanese Prospectus.
6
xii. At the time the Securities Registration Statement becomes
effective and at all times during the Public Offerings, the
Securities Registration Statement and the Japanese Prospectus
contained therein will comply in all material respects with the
requirements of Japanese law and the standards of the Japan
Securities Dealers Association to the extent the same have been
brought to the attention of LSD by or its counsel.
xiii. The Fund intends to elect to be, and to qualify each year for
treatment as, a regulated investment company with the meaning of
Section 851 of Internal Revenue Code of 1986, as amended.
(b) represents and warrants to, and covenants with LSD that:
i. is a corporation duly organized under the laws of Japan and is
duly registered with the MOF of Japan as a broker-dealer.
ii. has full power and authority to conduct its business as described
in the Japanese Securities Registration Statement, including, but
not limited to, full power and authority to distribute the Shares
and to take any other action and to do all acts necessary to
fulfill its obligations under this Agreement.
iii. As of the signing date of this Agreement, all authorizations and
consents necessary for the execution and delivery by or on behalf
of this Agreement, and for the distribution of the Shares
hereunder, have been given, and has full right, power and
authority to enter into this Agreement.
iv. Neither the execution nor the delivery of this Agreement, nor the
consummation of the transactions herein contemplated, nor
compliance with the terms, conditions or provisions hereof, will
result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any agreement or instrument to
which is a party or by which it, or any of the existing property
of is bound, or any statute or the Articles of Incorporation and
Bylaws of , or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over or over its
properties.
Each of LSD and agrees to notify the other party if any of their respective
representations, warranties or covenants set forth in this Section 7 shall no
longer be true. The representations contained in this Section 7 shall survive
the termination of this Agreement.
8. Further Undertaking
-------------------
(a) LSD agrees to advise in writing reasonably in advance of the proposed
liquidation of the Fund, if such is ever contemplated, so that may arrange for
public notice thereof to be posted in a leading newspaper in Japan three (3)
months prior thereto. LSD agrees to pay or cause to be paid the expenses for
such public notice.
7
(b) LSD shall deliver to 's counsel all sales material (excluding the
Securities Registration Statement and Japanese Prospectus) relating to Shares
for review prior to distribution of such materials to 's representatives or
clients. LSD further agrees that it shall not distribute to 's representatives
or clients any materials to which 's counsel shall reasonably and in good faith
object.
(c) agrees:
i. To purchase Shares only from the Trust through LSD or only from
's customers.
ii. To purchase Shares from the Trust only for the purpose of
covering purchase orders already received or for 's bona fide
investment.
iii. In each instance in which 's customer or a nominee thereof will
be a shareholder of record of the Trust, to provide such
customer's certified copy of the family register or resident
card, and/or such other information and documents as the Trust
may reasonably require for purposes of compliance with applicable
tax withholding requirements, in connection with opening any
shareholder account for such customer or nominee.
iv. That will not purchase any Shares from 's customers at prices
lower than the redemption or repurchase prices next quoted by the
Fund. shall be permitted to sell Shares to the Fund at the
applicable repurchase price.
v. That will not intentionally withhold placing customers' orders
for Shares so as to profit as a result of such withholding.
vi. That will not make any sales of Shares to purchasers within the
United States except for any sales made in conformance with the
Conduct Rules of the National Association of Securities Dealers,
Inc. (the "NASD") as though were a member of the NASD.
9. Additional Obligations of
--------------------------
i. shall file with the Director of Kanto Local Finance Bureau of the
Ministry of Finance of Japan such Securities Registration
Statements and Japanese Prospectuses as are required by the
Securities and Exchange Law and regulations of Japan, and the
Registration Statement under the Law regarding Securities
Investment Fund and Securities Investment Company with the
Commissioner of the Financial Supervisory Agency.
ii. shall be solely responsible for complying with all applicable tax
withholding and tax reporting laws, rules and regulations
applicable to with respect to each of its customers who own or
purchase shares of the Fund as anticipated under this Agreement.
8
10. Conditions Precedent to 's Obligation to Offer Shares in the Initial Public
---------------------------------------------------------------------------
Offering
--------
The obligation of under this Agreement to offer Shares for the purposes of
making the initial Public Offerings is subject to (1) the accuracy of the
statements of an official of the Fund made pursuant to the provisions of
Subparagraph (vi) herein below, and (2) the following additional conditions with
respect to the Fund:
i. On the Closing Date and the relevant Commencement Date, the
Securities Registration Statement has become effective and no
notice has been given of any proceeding from which an order
suspending the effectiveness thereof or requiring the filing an
amendment thereto may result;
ii. On the Closing Date and the relevant Commencement Date, there
shall have been delivered to the opinion of counsel for LSD,
dated the Closing Date or the relevant Commencement Date in form
and substance reasonably satisfactory to substantially to the
effect that:
(A) LSD is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and is
duly registered with the SEC as a broker-dealer.
(B) This Agreement and the Agent Agreement have been duly
authorized and validly executed and constitute valid and
legally binding obligations of LSD enforceable in accordance
with their terms, except as such enforceability may be
limited by bankruptcy, composition, reorganization or other
similar laws relating to or affecting the enforcement of
creditors' rights generally.
iii. On the Closing Date and the relevant Commencement Date, there
shall have been delivered to the opinion of counsel for the Fund,
dated the Closing Date or the relevant Commencement Date in form
and substance reasonably satisfactory to substantially to the
effect that:
(A) The Trust is a business trust duly organized under the laws
of The Commonwealth of Massachusetts.
(B) The Trust is duly registered with the SEC as an open-end
management investment company under the 1940 Act.
(C) The Trust and the Fund each have full power and authority to
conduct its business as described in the English translation
of the Japanese Securities Registration Statement and the
U.S. Prospectus, including, but not limited to, full power
and authority to issue and sell and repurchase the Shares
and to take any other action.
9
(D) A U.S. registration statement relating to the Trust is
effective under the Securities Act of 1933, as amended (the
"1933 Act") and the 1940 Act. To the best of his knowledge
and information, no proceedings for a stop order have been
instituted or are pending or threatened against the Trust or
Fund, and all required orders which are necessary in order
to make the public offering of the Shares in Japan and
consummate the sale of the Shares pursuant to this Agreement
under the 1940 Act, if any, have been obtained, and all
requisite legal action in the United States by the Fund, if
any, for the sale of the Shares to for the Public Offering
in Japan has been duly taken.
(E) The consummation of the transactions in connection with the
Public Offering, sale and repurchase of the Shares sold in
Japan and the fulfillment of the terms of this Agreement and
the Agent Agreement do not conflict with or result in a
breach of any of the terms or provisions of, or constitute a
default under, the Trust's Agreement and Declaration of
Trust and Bylaws or any existing applicable law, rule or
regulation in the United States.
(F) When the Fund has received consideration equal to the
applicable net asset value of the Shares and such Shares
have been duly issued and delivered, all the Shares so
issued and sold will be validly issued and outstanding,
fully paid and, except as described in the U.S. Prospectus,
non-assessable by the Fund.
(G) The statements relating to the applicable laws of the United
States and the Trust's Agreement and Declaration of Trust
and Bylaws contained in the Securities Registration
Statement are true and accurate descriptions of the laws or
documents referred to therein.
iv. On the Closing Date and relevant Commencement Date, there shall
have been delivered to the opinion of Hamada & Matsumoto, counsel
for the Fund in Japan, dated the Closing Date or the relevant
Commencement Date, in form and substance reasonably satisfactory
to substantially to the effect that:
(A) The form of the Securities Registration Statement is in
accordance with the applicable Japanese laws and
regulations.
(B) There have been obtained on or prior to the Closing Date or
the relevant Commencement Date any and all licenses or
approvals necessary under the applicable laws and
regulations of Japan for the offering by of the Shares for
the purpose of Public Offering of Shares.
(C) The statements with respect to Japanese laws contained in
the Securities Registration Statement are true and accurate.
10
(D) This Agreement and the Agent Agreement have been duly
authorized and validly executed on behalf of the parties
hereto and thereto and in accordance with applicable
Japanese law and constitute valid, binding and enforceable
agreements.
(E) To the best of the knowledge and information of such
counsel, the Securities Registration Statement as of the
time of filing and at all times thereafter up to and as of
the Closing Date or the relevant Commencement Date does not
contain any 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.
(F) The appointment of the legal representative in Japan in the
Agent Agreement and the consent by the Fund to the
jurisdiction of the courts in Japan thereunder are binding
on the Fund to the extent provided therein.
v. In rendering their respective opinions under this Agreement,
counsel to the Fund and counsel to LSD may rely upon the opinions
of Messrs. Hamada & Matsumoto as to matters concerning Japanese
law, and Messrs. Hamada & Matsumoto may rely upon the opinions of
counsel to the Fund and counsel to LSD as to matters concerning
the laws of the United States.
vi. On the Closing Date and on the relevant Commencement Date, there
shall have been delivered to a certificate or certificates by
duly authorized representatives of LSD, dated the Closing Date,
to the effect that (A) the representations and warranties of LSD
contained in Section 7 hereof are true and correct as of the
Closing Date or the relevant Commencement Date, and (B) the
factual representations contained in Sub-Paragraph (ii) of this
Section are true and correct.
11. Term and Termination of this Agreement
--------------------------------------
(a) This Agreement may be terminated by either party upon three (3) months'
prior notice in writing to the other party to this Agreement, to the addresses
listed herein below.
(b) shall have the right to suspend or cancel any Public Offering by giving
notice to LSD at any time prior to the Closing Date or the relevant Commencement
Date:
i. if there shall have been, since the date as of which information
is given in the Securities Registration Statement, any material
adverse change in the financial or other condition of LSD or the
Fund; or
ii. if in 's good faith judgment there shall have occurred a material
adverse change in national or international political, financial,
economic or other
11
conditions or any currency exchange rate which
would be likely to prejudice materially the success of the
proposed Public Offering by of the Shares.
(c) This Agreement shall not be assigned by any party hereto without the
consent thereto in writing of the other party hereto.
12. Notice
------
All communications and notices hereunder shall be in writing and, except as
otherwise provided, shall be delivered, mailed, cabled or telexed to the
following addresses:
If to LSD:
Xxxxxx Xxxxxx Distributors, L.P.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000 XXX
Attn: Xxxxxx X. Xxxxxxx
If to :
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Attn: _____________________________________
13. Applicable Laws
---------------
This Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts, United States of America.
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14. Counterparts
------------
This Agreement may be executed in counterparts by the parties.
IN WITNESS WHEREOF, LSD and have caused their duly authorized
representatives to execute this Agreement on the date and at the place stated
above.
XXXXXX XXXXXX DISTRIBUTORS, L.P.
By:_________________________________
Xxxxxx X. Xxxxxxx
Vice President
SECURITIES CO., LTD.
By:_________________________________
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