Exhibit (e)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 30th day of June,
2004, by and between XXXXXX XXXX GLOBAL EQUITY FUND, INC., a Maryland
Corporation (the "Company") and QUASAR DISTRIBUTORS, LLC, a Delaware limited
liability company (the "Distributor").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and is authorized to issue shares of common stock ("Shares") in separate series,
with each such series representing shares in a separate portfolio of securities
and other assets; and
WHEREAS, the Company desires to retain the Distributor as principal
underwriter in connection with the offering and sale of the Shares of each
series listed on Exhibit A hereto (as amended from time to time) (each a "Fund",
collectively the "Funds"); and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, this Agreement has been approved by a vote of the Company's
board of directors ("Board of Directors" or the "Board") and its disinterested
directors in conformity with Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for
the Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. APPOINTMENT OF QUASAR AS THE DISTRIBUTOR
The Company hereby appoints the Distributor as its agent for the sale
and distribution of Shares of the Funds, on the terms and conditions set forth
in this Agreement, and the Distributor hereby accepts such appointment and
agrees to perform the services and duties set forth in this Agreement.
2. SERVICES AND DUTIES OF THE DISTRIBUTOR
The Distributor performs the following services and duties in an
administrative function for the Company:
A. The Distributor agrees to sell Shares of the Funds on a best efforts
basis as agent for the Company during the term of this Agreement, upon
the terms and at the current offering price (plus sales charge, if any)
described in the Prospectus. As used in this Agreement, the term
"Prospectus" shall mean the current prospectus, including the statement
of additional information, as amended or supplemented, relating to the
Funds and included in the currently effective registration statement or
post-effective amendment thereto
1
(the "Registration Statement") of the Company under the Securities Act
of 1933 (the "1933 Act") and the 0000 Xxx.
B. During the continuous public offering of Shares of the Funds, the
Distributor, in connection with the Transfer Agent, will hold itself
available to receive orders, satisfactory to the Distributor, for the
purchase of Shares of the Funds and will accept such orders on behalf
of the Company. Such purchase orders shall be deemed effective at the
time and in the manner set forth in the Prospectus.
C. The Distributor, with the operational assistance of the Company's
transfer agent, shall make Shares available for sale and redemption
through the National Securities Clearing Corporation's Fund/SERV
System.
D. In connection with all matters relating to this Agreement, the
Distributor agrees to comply with the requirements of the 1933 Act, the
1934 Act, the 1940 Act, the regulations of the NASD and all other
applicable federal or state laws and regulations. The Distributor
acknowledges and agrees that it is not authorized to provide any
information or make any representations other than as contained in the
Prospectus and any sales literature specifically approved by the
Company and the Distributor.
E. The Distributor agrees to cooperate with the Company or its agent in
the development of all proposed advertisements and sales literature
relating to the Funds. The Distributor agrees to review all proposed
advertisements and sales literature for compliance with applicable laws
and regulations, and shall file with appropriate regulators, those
advertisements and sales literature it believes are in compliance with
such laws and regulations. The Distributor agrees to furnish to the
Company any comments provided by regulators with respect to such
materials and to use its best efforts to obtain the approval of the
regulators to such materials.
F. The Distributor, at its sole discretion, may repurchase Shares offered
for sale by shareholders of the Funds. Repurchase of Shares by the
Distributor shall be at the price determined in accordance with, and in
the manner set forth in, the current Prospectus. At the end of each
business day, the Distributor shall notify, by any appropriate means,
the Company and its transfer agent of the orders for repurchase of
Shares received by the Distributor since the last report, the amount to
be paid for such Shares and the identity of the shareholders offering
Shares for repurchase. The Company reserves the right to suspend such
repurchase right upon written notice to the Distributor. The
Distributor further agrees to act as agent for the Company to receive
and transmit promptly to the Company's transfer agent, shareholder
requests for redemption of Shares.
G. The Distributor may, in its discretion, enter into agreements with such
qualified broker-dealers as it may select, in order that such
broker-dealers also may sell Shares of the Funds. The form of any
dealer agreement shall be mutually agreed upon and approved by the
Company and the Distributor. The Distributor may pay a portion of any
applicable sales charge, or allow a discount to a selling
broker-dealer, as described in the Prospectus or, if not so described,
as agreed upon with the broker-dealer. The Distributor shall include in
the forms of agreement with selling broker-dealers a provision for the
forfeiture by them of their sales charge or discount with respect to
2
Shares sold by them and redeemed, repurchased or tendered for
redemption within seven (7) business days after the date of
confirmation of such purchases.
H. The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be
reasonably requested by the Board, including reports regarding the use
of 12b-1 payments received by the Distributor, if any.
I. The services furnished by the Distributor hereunder are not to be
deemed exclusive and the Distributor shall be free to furnish similar
services to others so long as its services under this Agreement are not
impaired thereby. The Company recognizes that from time to time,
officers and employees of the Distributor may serve as directors,
trustees, officers and employees of other entities (including
investment companies), that such other entities may include the name of
the Distributor as part of their name and that the Distributor or its
affiliates may enter into distribution, administration, fund
accounting, transfer agent or other agreements with such other
entities.
3. DUTIES AND REPRESENTATIONS OF THE COMPANY
A. The Company represents that it is duly organized and in good standing
under the law of its jurisdiction of organization and is registered as
an open-end management investment company under the 1940 Act. The
Company agrees that it will act in material conformity with its
Articles of Incorporation, its By-Laws, its Registration Statement, as
may be amended from time to time, and the resolutions and other
instructions of its Board. The Company agrees to comply in all material
respects with the 1933 Act, the 1940 Act and all other applicable
federal and state laws and regulations. The Company represents and
warrants that this Agreement has been duly authorized by all necessary
action by the Company under the 1940 Act, state law and the Company's
Articles of Incorporation and By-Laws.
B. The Company, or its agent, shall take or cause to be taken, all
necessary action to register Shares of the Funds under the 1933 Act and
to maintain an effective Registration Statement for such Shares in
order to permit the sale of Shares as herein contemplated. The Company
authorizes the Distributor to use the Prospectus, in the form furnished
to the Distributor from time to time, in connection with the sale of
Shares.
C. The Company represents and agrees that all Shares to be sold by it,
including those offered under this Agreement, are validly authorized
and, when issued in accordance with the description in the Prospectus,
will be fully paid and nonassessable. The Company further agrees that
it shall have the right to suspend the sale of Shares of any Fund at
any time in response to conditions in the securities markets or
otherwise, and to suspend the redemption of Shares of any Fund at any
time as permitted by the 1940 Act or the rules of the Securities and
Exchange Commission ("SEC"), including any and all applicable
interpretation of such by the staff of the SEC. The Company shall
advise the Distributor promptly of any such determination.
3
D. The Company agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by the SEC or
its staff relating to the Funds, including requests by the SEC for
amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order
suspending the effectiveness of the Registration Statement then in effect
or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of
a material fact made in the Prospectus or which requires the making of a
change in such Prospectus in order to make the statements therein not
misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to
any Registration Statement or Prospectus, which may from time to time be
filed with the SEC.
E. The Company shall file such reports and other documents as may be
required under applicable federal and state laws and regulations. The
Company shall notify the Distributor in writing of the states in which
the Shares may be sold and shall notify the Distributor in writing of
any changes to such information.
F. The Company agrees to file from time to time, such amendments to its
Registration Statement and Prospectus as may be necessary in order that
its Registration Statement and Prospectus will not contain any untrue
statement of material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading.
G. The Company shall fully cooperate in the efforts of the Distributor to
sell and arrange for the sale of Shares and shall make available to the
Distributor a statement of each computation of net asset value. In
addition, the Company shall keep the Distributor fully informed of its
affairs and shall provide to the Distributor, from time to time, copies
of all information, financial statements and other papers that the
Distributor may reasonably request for use in connection with the
distribution of Shares, including without limitation, certified copies
of any financial statements prepared for the Company by its independent
public accountants and such reasonable number of copies of the most
current Prospectus, statement of additional information and annual and
interim reports to shareholders as the Distributor may request. The
Company shall forward a copy of any SEC filings, including the
Registration Statement, to the Distributor within one business day of
any such filings. The Company represents that it will not use or
authorize the use of any advertising or sales material unless and until
such materials have been approved and authorized for use by the
Distributor. Nothing in this Agreement shall require the sharing or
provision of materials protected by privilege or limitation of
disclosure, including any applicable attorney-client privilege or trade
secret materials.
H. The Company represents and warrants that its Registration Statement and
any advertisements and sales literature prepared by the Company or its
agent (excluding statements relating to the Distributor and the
services it provides that are based upon
4
written information furnished by the Distributor expressly for
inclusion therein) shall not contain any untrue statement of material
fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that
all statements or information furnished to the Distributor pursuant to
this Agreement shall be true and correct in all material respects.
4. DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR
A. The Distributor represents that it is duly organized and in good
standing under the law of its jurisdiction of organization, is
registered as a broker-dealer under the 1934 Act and is a member in
good standing of the NASD. The Distributor agrees that it will act in
material conformity with its Articles of Organization and its By-Laws,
as may be amended from time to time. The Distributor agrees to comply
in all material respects with the 1933 Act, the 1934 Act, the 1940 Act,
and all other applicable federal and state laws and regulations. The
Distributor represents and warrants that this Agreement has been duly
authorized by all necessary action by the Distributor under the
Distributor's Articles of Organization and By-Laws.
B. The Distributor agrees to advise the Company promptly in writing of the
initiation of any proceedings against it by the SEC or its staff, the
NASD or any state regulatory authority.
5. COMPENSATION
As compensation for the services performed and the expenses assumed by
Distributor under this Agreement including, but not limited to, any commissions
paid for sales of Shares, Distributor shall be entitled to the fees and expenses
set forth in Exhibit B hereto (as amended from time to time), which are payable
promptly after the last day of each month.
6. EXPENSES
A. The Company or the Fund shall bear all costs and expenses in connection
with the registration of its Shares with the SEC and its related
compliance with state securities laws, as well as all costs and
expenses in connection with the offering of the Shares and
communications with shareholders of its Funds, including but not
limited to: (i) fees and disbursements of its counsel and independent
public accountants; (ii) costs and expenses of the preparation, filing,
printing and mailing of Registration Statements and Prospectuses and
amendments thereto, as well as related advertising and sales
literature; (iii) costs and expenses of the preparation, printing and
mailing of annual and interim reports, proxy materials and other
communications to shareholders of the Funds; and (iv) fees required in
connection with the offer and sale of Shares in such jurisdictions as
shall be selected by the Company pursuant to Section 3(E) hereof.
B. The Distributor shall bear the expenses of registration or
qualification of the Distributor as a dealer or broker under federal or
state laws and the expenses of continuing such registration or
qualification. The Distributor does not assume responsibility for any
expenses not expressly assumed hereunder.
5
7. INDEMNIFICATION
A. The Company shall indemnify, defend and hold the Distributor and each
of its present or former members, officers, employees, representatives
and any person who controls or previously controlled the Distributor
within the meaning of Section 15 of the 1933 Act, free and harmless
from and against any and all losses, claims, demands, liabilities,
damages and expenses (including the costs of investigating or defending
any alleged losses, claims, demands, liabilities, damages or expenses
and any reasonable counsel fees incurred in connection therewith)
(collectively, "Losses") that the Distributor, each of its present and
former members, officers, employees or representatives or any such
controlling person, may incur under the 1933 Act, the 1934 Act, any
other statute (including Blue Sky laws) or any rule or regulation
thereunder, or under common law or otherwise, arising out of or based
upon any untrue statement, or alleged untrue statement of a material
fact contained in the Registration Statement or any Prospectus, as from
time to time amended or supplemented, or in any annual or interim
report to shareholders, or in any advertisements or sales literature
prepared by the Company or its agent, or arising out of or based upon
any omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or based upon the Company's failure to comply
with the terms of this Agreement or applicable law; provided, however,
that the Company's obligation to indemnify the Distributor and any of
the foregoing indemnitees shall not be deemed to cover any Losses
arising out of any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement,
Prospectus, annual or interim report, or any such advertisement or
sales literature in reliance upon and in conformity with information
relating to the Distributor and furnished to the Company or its counsel
by the Distributor in writing and acknowledging the purpose of its use
for the purpose of, and used in, the preparation thereof. The Company's
agreement to indemnify the Distributor, and any of the foregoing
indemnitees, as the case may be, with respect to any action, is
expressly conditioned upon the Company being notified of such action or
claim of loss brought against the Distributor, or any of the foregoing
indemnitees, within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have
been served upon the Distributor, or such person, unless the failure to
give notice does not prejudice the Company. Such notification shall be
given by letter or by telegram addressed to the Company's President,
but the failure so to notify the Company of any such action shall not
relieve the Company from any liability which the Company may have to
the person against whom such action is brought by reason of any such
untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Company's indemnity agreement
contained in this Section 7(A).
B. The Company shall be entitled to participate at its own expense in the
defense, or if it so elects, to assume the defense of any suit brought
to enforce any such Losses, but if the Company elects to assume the
defense, such defense shall be conducted by counsel chosen by the
Company and approved by the Distributor, which approval shall not be
unreasonably withheld. In the event the Company elects to assume the
defense of any such suit and retain such counsel, the indemnified
defendant or defendants in such suit shall bear the reasonable fees and
expenses of any additional counsel retained by them. If the Company
does not elect to assume the defense of any such suit, or in case the
Distributor does not, in the exercise of reasonable judgment, approve
of counsel chosen
6
by the Company, or if under prevailing law or legal codes of ethics,
the same counsel cannot effectively represent the interests of both the
Company and the Distributor, and each of its present or former members,
officers, employees, representatives or any controlling person, the
Company will reimburse the indemnified person or persons named as
defendant or defendants in such suit, for the reasonable fees and
expenses of any counsel retained by Distributor and them. The Company's
indemnification agreement contained in Sections 7(A) and 7(B) herein
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Distributor, and each of its
present or former members, officers, employees, representatives or any
controlling person, and shall survive the delivery of any Shares and
the termination of this Agreement. This agreement of indemnity will
inure exclusively to the Distributor's benefit, to the benefit of each
of its present or former members, officers, employees or
representatives or to the benefit of any controlling persons and their
successors. The Company agrees promptly to notify the Distributor of
the commencement of any litigation or proceedings against the Company
or any of its officers or directors in connection with the issue and
sale of any of the Shares.
C. The Company shall advance attorneys' fees and other expenses incurred
by any person in defending any claim, demand, action or suit which is
the subject of a claim for indemnification pursuant to this Section 7
to the maximum extent permissible under applicable law.
D. The Distributor shall indemnify, defend and hold the Company and each
of its present or former directors, officers, employees,
representatives and any person who controls or previously controlled
the Company within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all Losses that the Company, each of
its present or former directors, officers, employees, representatives,
or any such controlling person may incur under the 1933 Act, the 1934
Act, any other statute (including Blue Sky laws) or any rule or
regulation thereunder, or under common law or otherwise, arising out of
or based upon any untrue, or alleged untrue, statement of a material
fact contained in the Company's Registration Statement or any
Prospectus, as from time to time amended or supplemented, or arising
out of or based upon Distributor's failure to comply with the terms of
this Agreement or applicable law, or the omission, or alleged omission,
to state therein a material fact required to be stated therein or
necessary to make the statement not misleading, but only if such
statement or omission was made in reliance upon, and in conformity
with, written information relating to the Distributor and furnished to
the Company or its counsel by the Distributor for the purpose of, and
used in, the preparation thereof. The Distributor's agreement to
indemnify the Company, and any of the foregoing indemnitees, is
expressly conditioned upon the Distributor being notified of any action
or claim of loss brought against the Company, and any of the foregoing
indemnitees, such notification to be given by letter or telegram
addressed to the Distributor's President, within a reasonable time
after the summons or other first legal process giving information of
the nature of the claim shall have been served upon the Company or such
person unless the failure to give notice does not prejudice the
Distributor, but the failure so to notify the Distributor of any such
action shall not relieve the Distributor from any liability which the
Distributor may have to the person against whom such action is brought
by reason of any such untrue, or alleged untrue, statement or omission,
otherwise than on account of the Distributor's indemnity agreement
contained in this Section 7(D).
7
E. The Distributor shall be entitled to participate at its own expense in
the defense or if it so elects, to assume the defense of any suit
brought to enforce any such loss, claim, demand, liability, damage or
expense, but if the Distributor elects to assume the defense, such
defense shall be conducted by counsel chosen by the Distributor and
approved by the Company, which approval shall not be unreasonably
withheld. In the event the Distributor elects to assume the defense of
any such suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the fees and expenses of any
additional counsel retained by them. If the Distributor does not elect
to assume the defense of any such suit, or in case the Company does
not, in the exercise of reasonable judgment, approve of counsel chosen
by the Distributor, or reasonable fees and expenses of any if under
prevailing law or legal codes of ethics, the same counsel cannot
effectively represent the interests of both the Company and the
Distributor, and each of its present or former members, officers,
employees, representatives or any controlling person, the Distributor
will reimburse the indemnified person or persons named as defendant or
defendants in such suit, for the counsel retained by the Company and
them. The Distributor's indemnification agreement contained in Sections
7(D) and 7(E) herein shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the
Company, and each of its present or former directors, officers,
employees, representatives or any controlling person, and shall survive
the delivery of any Shares and the termination of this Agreement. This
Agreement of indemnity will inure exclusively to the Company's benefit,
to the benefit of each of its present or former directors, officers,
employees or representatives or to the benefit of any controlling
persons and their successors. The Distributor agrees promptly to notify
the Company of the commencement of any litigation or proceedings
against the Distributor or any of its officers or directors in
connection with the issue and sale of any of the Shares.
F. No person shall be obligated to provide indemnification under this
Section 6 if such indemnification would be impermissible under the 1940
Act, the 1933 Act, the 1934 Act or the rules of the NASD; PROVIDED,
HOWEVER, in such event indemnification shall be provided under this
Section 7 to the maximum extent so permissible. The provisions of this
Section 7 shall survive the termination of this Agreement.
8. OBLIGATIONS OF THE COMPANY
This Agreement is executed by and on behalf of the Company and the
obligations of the Company hereunder are not binding upon any of the directors,
officers or shareholders of the Company individually, but are binding only upon
the Company and with respect to the Funds to which such obligations pertain.
9. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin, without regard to conflicts of law principles. To the extent
that the applicable laws of the State of Wisconsin, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control, and nothing herein shall be construed in a manner inconsistent
with the 1940 Act or any rule or order of the SEC thereunder.
8
10. DURATION AND TERMINATION
A. This Agreement shall become effective with respect to each Fund listed
on Exhibit A hereof as of the date hereof and, with respect to each
Fund not in existence on that date, on the date an amendment to Exhibit
A to this Agreement relating to that Fund is executed. Unless sooner
terminated as provided herein, this Agreement shall continue in effect
for two (2) years from the date hereof. Thereafter, if not terminated,
this Agreement shall continue in effect automatically as to each Fund
for successive one-year periods, provided such continuance is
specifically approved at least annually by: (i) the Company's Board; or
(ii) the vote of a "majority of the outstanding voting securities" of a
Fund, and provided that in either event, the continuance is also
approved by a majority of the Company's Board who are not "interested
persons" of any party to this Agreement, by a vote cast in person at a
meeting called for the purpose of voting on such approval.
B. Notwithstanding the foregoing, this Agreement may be terminated,
without the payment of any penalty, with respect to a particular Fund:
(i) through a failure to renew this Agreement at the end of a term,
(ii) upon mutual consent of the parties; or (iii) upon no less than
sixty (60) days' written notice, by either the Company upon the vote of
a majority of the members of its Board who are not "interested persons"
of the Company and have no direct or indirect financial interest in the
operation of this Agreement or by vote of a "majority of the
outstanding voting securities" of a Fund, or by the Distributor. The
terms of this Agreement shall not be waived, altered, modified, amended
or supplemented in any manner whatsoever except by a written instrument
signed by the Distributor and the Company. If required under the 1940
Act, any such amendment must be approved by the Company's Board,
including a majority of the Company's Board who are not "interested
persons" of any party to this Agreement, by a vote cast in person at a
meeting for the purpose of voting on such amendment. In the event that
such amendment affects the Advisor, the written instrument shall also
be signed by the Advisor. This Agreement will automatically terminate
in the event of its assignment.
C. Sections 7, 9, 11 and 12 shall survive termination of this Agreement.
11. CONFIDENTIALITY
The Distributor agrees on behalf of its employees to treat all records
relative to the Company and prior, present or potential shareholders of the
Company as confidential, and not to use such records for any purpose other than
performance of the Distributor's responsibilities and duties under this
Agreement, except after notification and prior approval by the Company, which
approval shall not be unreasonably withheld, and may not be withheld where the
Distributor may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or investigation,
or when so requested by the Company. Records and information that have become
known to the public through no wrongful act of the Distributor or any of its
employees, agents or representatives shall not be subject to this paragraph.
9
In accordance with Regulation S-P, the Distributor will not disclose
any non-public personal information, as defined in Regulation S-P, received from
the Company or any Fund regarding any Fund shareholder; provided, however, that
the Distributor may disclose such information to any party as necessary in the
ordinary course of business to carry out the purposes for which such information
was disclosed to the Distributor, or as may be required by law. The Distributor
agrees to use reasonable precautions to protect and prevent the unintentional
disclosure of such non-public personal information.
12. ANTI-MONEY LAUNDERING PROGRAM
The Distributor represents and warrants that it: (i) has adopted an
anti-money laundering compliance program ("AML Program") that satisfies the
requirements of all applicable laws and regulations; (ii) undertakes to carry
out its AML Program to the best of its ability; and (iii) will promptly notify
the Company and the Advisor if an inspection by the appropriate regulatory
authorities of its AML Program identifies any material deficiency, and (vi) will
promptly remedy any material deficiency of which it learns.
13. MISCELLANEOUS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. Any provision of this Agreement
which may be determined by competent authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person," and "assignment" shall have the same meaning as such terms
have in the 1940 Act.
14. NOTICES
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three (3) days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other parties'
respective addresses as set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
10
notice to the Company shall be sent to:
Xxxxxx Xxxx Global Equity Fund, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
and notice to the Advisor shall be sent to:
Xxxxxx Xxxx Investment Management Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.
XXXXXX XXXX GLOBAL EQUITY FUND, INC. QUASAR DISTRIBUTORS, LLC
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
-------------------- ----------------------
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxxxx
Title: President Title: President
11
EXHIBIT A
TO THE
DISTRIBUTION AGREEMENT
FUND NAMES
XXXXXX XXXX GLOBAL EQUITY FUND, INC.
12
EXHIBIT B
TO THE
DISTRIBUTION AGREEMENT
--------------------------------------------------------------------------------
QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES
ANNUAL FEE SCHEDULE
--------------------------------------------------------------------------------
BASIC DISTRIBUTION SERVICES PER FUND COMPLEX*
o $65,000 flat fee to include 12 standard, non-expedited NASD reviews/filing
per year (an initial $1,800 credit).
o Minimum annual fee: waived for the Global Equity Fund for the first 6 months
ADVERTISING COMPLIANCE REVIEW/NASD FILINGS
o $150 per job for the first 10 pages (minutes if tape or video); $20 per page
(minute if tape or video) thereafter, 2 day turnaround
o NON-NASD FILED MATERIALS, E.G. INTERNAL USE ONLY MATERIALS
$100 per job for the first 10 pages (minutes if tape or video); $20 per page
(minutes if tape or video) thereafter, 2 day turnaround
o NASD EXPEDITED SERVICE FOR 3 DAY TURNAROUND FROM THE NASD AFTER QUASAR'S
SAME-DAY REVIEW
$1,000 for the first 10 pages (minutes if audio or video); $25 per page
(minute if audio or video) thereafter. (Comments are faxed. The NASD may not
accept an expedited request.)
LICENSING OF INVESTMENT ADVISOR'S STAFF (IF DESIRED)
o $900 per year per registered representative ("RR"), for 3 individuals or
less.
o $2,000 per year per registered representative beyond the first 3 individuals.
o Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24, 26,
27, 63, 66
o Plus all associated NASD and State fees for Registered Representatives,
including license and renewal fees.
FUND FACT SHEETS
o Design - $1,000 per fact sheet, includes first production
o Production - $500.00 per fact sheet per production period
o All printing costs are out-of-pocket expenses, and in addition to the design
fee and production fee.
OUT-OF-POCKET EXPENSES
Reasonable out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
o typesetting, printing and distribution of Prospectuses and shareholder
reports
o production, printing, distribution and placement of advertising and sales
literature and materials
o engagement of designers, free-xxxxx writers and public relations firms
o long-distance telephone lines, services and charges
o postage
o overnight delivery charges
o NASD registration fees
(NASD advertising filing fees are included in Advertising Compliance Review
section above)
o record retention
o travel, lodging and meals
Fees are billed monthly and invoices are sent to the Company:
c/o Investors Bank & Trust
Attn: Xxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000.
* Subject to CPI increase, Milwaukee MSA.
--------------------------------------------------------------------------------
