AGENT SALES CONTRACT
Between: GT GLOBAL, INC.
General Distributor of the
GT Global Group of Funds
00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
and: ________________________________
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(the "Agent")
Date: ___________________________
As a general distributor of the GT 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.
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.
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(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.
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' which 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.
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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:
____________________ GT GLOBAL, INC.
Agent Name
By: ____________________ By: ____________________
Signature
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Print Name and Date
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