AGENT SALES CONTRACT SALES CONTRACT
Between : G.T. GLOBAL FINANCIAL SERVICES, INC.
General Distributor of the
G.T. Global Group of Funds
00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
(000) 000-0000
and _______________________________________
_______________________________________
_______________________________________
(the "Agent")
Date: __________________________________
As a general distributor of the G.T. Global Group of Funds (the
"Funds"), we agree to sell to the Agent's customers, through the Agent as
their agent, subject to any limitations imposed by any of the Funds and
subject to confirmation by us in each instance, shares issued by the Funds
("Shares"). The Fund shall also include any registered investment company
with which we now have or hereafter have signed a principal underwriter's
agreement.
1. The Agent will receive an agency commission, consisting of a
portion of the public offering price on all Shares purchased by the Agent as
agent for its customers from us, determined on the same basis as the "dealer
discount" described in the then current Prospectus and Statement of
Additional Information of the Fund, and such other compensation to dealers as
may be described in such Prospectus and Statement of Additional Information.
The range of current dealer discounts and other compensation may be obtained
at any time upon request. On the settlement date of each transaction, the
Agent will remit the full purchase price less an amount equal to its agency
commission. Remittance of the full purchase price less the Agent's agency
commission shall be made to, and receive by us within seven (7) business days
after acceptance of its order or such shorter time as may be required by law
or applicable rules of the National Association of Securities Dealers
("NASD"). If such payment is not received by us within such period, we
reserve the right, with prior notice, forthwith to cancel the sale, or, at
our option, to sell the shares ordered by the Agent back to the Fund, in
which latter case we may hold the Agent responsible for any loss suffered by
us or by the Fund resulting from the Agent's failure to make payment
aforesaid. On any order sent directly to us by a customer of the Agent, we
will remit the Agent's agency commission on such transaction to the Agent.
2. We reserve the right to cancel this agreement at any time without
notice if any Shares shall be offered for sale by the Agent to its customers
at less than the then current public offering prices determined by or for the
respective Funds.
AGENT SALES CONTRACT SALES CONTRACT
Page 3
3. We will furnish the Agent, without charge and on request,
reasonable quantities of the Funds' Prospectuses, shareholder reports and
sales material.
4. We will furnish the Agent on request with public offering prices
for the Shares in accordance with the then current Prospectuses of the
respective Funds, and the Agent agrees to quote such prices subject to
confirmation by us on any Shares offered to the Agent for sale. The Agent's
attention is called specifically to the fact that each price is always
subject to confirmation, and will be the price next computed after receipt of
an order.
5. Under this agreement the Agent acts as agent for its customers and
is not employed by us as broker, agent or employee; the Agent is not
authorized to act for us nor to make any representation on our behalf; and in
purchasing or selling Shares hereunder the Agent relies only upon the current
Prospectus and Statement of Additional Information and upon such written
representations as may hereafter be made by us to the Agent over our
signature. The Agent also agrees that every effort shall be made by the
Agent to place Shares on an investment basis.
6. The Agent represents that it is member of the NASD and agrees to
abide by all of the Rules of Fair Practice of the NASD applicable to the sale
of investment company shares to its customers, including, without limitation,
the following provision:
(a) The Agent shall not withhold placing customers' orders for any
Shares so as to profit itself as a result of such withholding. We shall not
purchase any Shares from the Funds except for the purpose of covering
purchase orders already received, and the Agent shall not purchase any Shares
from us other than as agent for the purpose of covering purchase orders
already received from its customers.
(b) If any Shares purchased by the Agent as agent for its customers are
repurchased by the Fund which issued the same or by us for the account of
such Fund, or are tendered for redemption, within seven business days after
confirmation by us of the original purchase order for such Shares (1) the
Agent agrees to forthwith refund to us the full agency commission paid to the
Agent on the original sale, such refund to be paid by us to the Fund whose
Shares have been so repurchased upon receipt and (2) we shall forthwith pay
to such Fund that part of the discount retained by us on the original sale.
Notice will be given to the Agent of any such repurchase or redemption within
ten days of the date on which the certificate is delivered to us or to such
Fund.
(c) Neither party to this agreement shall purchase any Shares from a
record holder at a price lower than the net asset value next computed by or
for the issuer thereof. Nothing in this subparagraph shall prevent the Agent
from selling Shares for the account of a record holder to us or to the issuer
thereof at the net asset value then quoted by or for such issuer and charging
the investor a fair commission for handling the transaction.
AGENT SALES CONTRACT SALES CONTRACT
Page 3
7. Either party hereto may cancel this agreement upon ten days'
written notice. Furthermore, as a general distributor we reserve the
privilege of revising the commission or other compensation referred to
herein, which is the basis for determining the Agent's agency commission,
upon ten days' written notice, which notice will be deemed given by
supplementing or amending the Prospectus or Statement of Additional
Information of a Fund.
8. The customers in question are for all purposes the Agent's
customers and not our customers. We shall execute transactions for each of
the Agent's customers only upon its authorization it being understood in all
cases that (a) the Agent is acting as the agent for the customer; (b) the
transactions are without recourse against the Agent by the customer; (c) as
between the Agent and the customer, the customer will have full beneficial
ownership of the shares; and (d) each transaction is initiated solely upon
the order of the customer and not for the Agent's account.
9. This agreement shall be binding upon receipt by us in San
Francisco, California, of a counterpart hereof duly accepted and signed by
the Agent, and shall be construed in accordance with the laws of California.
Accepted:_________________________ G. T. GLOBAL FINANCIAL
Agent Name SERVICES, INC.
By: By: /s/ Xxxxx X. Xxxxxxx
------------------------------- -------------------------------
Signature Xxxxx X. Xxxxxxx, President
_____________________________
Print Name and Date
