UNDERWRITING AGREEMENT BETWEEN
XXXXX XXX ADVISOR TRUST
AND COLONIAL INVESTMENT SERVICES, INC.
THIS UNDERWRITING AGREEMENT ("Agreement"), made as of the
15th day of October, 1997 by and between Xxxxx Xxx Advisor Trust,
a business trust organized and existing under the laws of the
Commonwealth of Massachusetts (hereinafter called the "Fund"), and
Colonial Investment Services, Inc., a corporation organized and
existing under the laws of the Commonwealth of Massachusetts
(hereinafter called the "Distributor").
WITNESSETH:
WHEREAS, the Fund is engaged in business as an open-end
management investment company registered under the Investment
Company Act of 1940, as amended ("ICA-40"); and
WHEREAS, the Distributor is registered as a broker-dealer under
the Securities Exchange Act of 1934, as amended ("SEA-34") and the
laws of each state (including the District of Columbia and Puerto
Rico) in which it engages in business to the extent such law
requires, and is a member of the National Association of
Securities Dealers ("NASD") (such registrations and membership are
referred to collectively as the "Registrations"); and
WHEREAS, the Fund desires the Distributor to act as the
distributor in the public offering of its Shares of beneficial
interest (hereinafter called "Shares");
WHEREAS, the Fund shall pay all charges of its transfer,
shareholder recordkeeping, dividend disbursing and redemption
agents, if any; all expenses of notices, proxy solicitation
material and reports to shareholders; all expenses of preparation
of annual or more frequent revisions of the Fund's Prospectus and
Statement of Additional Information ("SAI") and of supplying
copies thereof to shareholders; all expenses of registering and
maintaining the registration of the Fund under ICA-40 and of the
Fund's Shares under the Securities Act of 1933, as amended ("SA-
33"); all expenses of qualifying and maintaining qualification of
such Fund and of the Fund's Shares for sale under securities laws
of various states or other jurisdictions and of registration and
qualification of the Fund under all laws applicable to the Fund or
its business activities; and
WHEREAS, Xxxxx Xxx & Xxxxxxx Incorporated, investment adviser
to the Funds, or its affiliates, may pay expenses incurred in the
sale and promotion of the Fund except as provided in the Fund's
12b-1 plan;
NOW, THEREFORE, in consideration of the premises and the
mutual promises hereinafter set forth, the parties hereto agree as
follows:
1. The Fund appoints Distributor to act as principal underwriter
(as such term is defined in Sections 2(a)(29) of ICA-40) of its
Shares for each series or class of the Fund set forth on Schedule
A hereto.
2 The Fund has furnished Distributor with properly certified or
authenticated copies of each of the following in effect on the
date hereof and shall furnish Distributor from time to time
properly certified or authenticated copies of all amendments or
supplements thereto:
(a) Agreement and Declaration of Trust;
(b) By-Laws;
(c) Resolutions of the Board of Trustees of the Fund (hereinafter
referred to as the "Board") selecting Distributor as distributor
and approving this form of agreement and authorizing its
execution.
The Fund shall furnish Distributor promptly with copies of
any registration statements filed by it with the Securities and
Exchange Commission ("SEC") under SA-33 or ICA-40, together with
any financial statements and exhibits included therein, and all
amendments or supplements thereto hereafter filed.
The Fund also shall furnish Distributor such other
certificates or documents which Distributor may from time to time,
in its discretion, reasonably deem necessary or appropriate in the
proper performance of its duties.
3.
(a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13
and 14 hereof, and to such minimum purchase and other requirements
as may from time to time be indicated in the Fund's Prospectus,
Distributor, acting as principal for its own account and not as
agent for the Fund, shall have the right to purchase Shares from
the Fund. Distributor shall sell Shares only in accordance with
the Fund's Prospectus, on a "best efforts" basis. Distributor
shall purchase Shares from the Fund at a price equal to the net
asset value, shall sell Shares at the public offering price as
defined in Paragraph 8, and shall retain all sales charges.
(b) The Fund shall pay all expenses associated with notices, proxy
solicitation material, the preparation of annual or more frequent
revisions to the Fund's Prospectus and SAI and of printing and
supplying the currently effective Prospectus and SAI to
shareholders, other than those necessitated by Distributor's
activities or rules and regulations related to Distributor's
activities where such amendments or supplements result in expenses
which the Fund would not otherwise have incurred.
(c)The Distributor (or its affiliates) shall pay the costs of
printing and supplying all copies of the Prospectus and SAI that
it may reasonably request for use in connection with the
distribution of Shares. The Distributor will also pay the
expenses of the preparation, excluding legal fees, and printing of
all amendments and supplements to the Fund's Prospectus and SAI if
the amendment or supplement arises from Distributor's activities
or rules and regulations related to Distributor's activities and
those expenses would not otherwise have been incurred by the Fund.
Distributor will pay all expenses incurred by Distributor in
advertising, promoting and selling Fund Shares.
(d) Prior to the continuous offering of any Fund Shares,
commencing on a date agreed upon by the Fund and the Distributor,
it is contemplated that the Distributor may solicit subscriptions
for such Shares during a subscription period which shall last for
such period as may be agreed upon by the parties hereto. The
subscriptions will be payable within three business days after the
termination of the subscription period, at which time the Fund
will commence operations.
4. Selling Agreements. Distributor is authorized to enter into
agreements with other broker-dealers providing for the
solicitation of unconditional orders for purchases of the Fund's
Shares authorized for issuance and registered under SA-33 and fix
therein the portion of the sales charge which may be reallowed to
the selected dealers, as permitted under that Fund's prospectus.
All such agreements shall be either in the form of agreement
attached hereto or in such other form as may be approved by the
officers of the Fund ("Selling Agreement"). Within the United
States, the Distributor shall offer and sell Shares to such
selected dealers as are members in good standing of the NASD;
"banks" as such term is defined in Section 3(a)(6) of the Exchange
Act or a "bank holding company" as such term is defined in the
Bank Holding Company Act of 1956, as amended, duly organized,
validly existing and in good standing under the laws of the
jurisdiction in which it was organized; and such other entities or
purchasers as otherwise mutually agreed in writing.
5. Conduct of Business. Other than as set forth in the Fund's
currently effective prospectus, Distributor will not distribute
any sales material or statements except literature or advertising
which conforms to the requirements of federal and state securities
laws and regulations which have been filed, where necessary, with
the appropriate regulatory authorities. Upon the Fund's request,
Distributor will furnish the Fund with copies of all such
materials prior to their use. Any sales material or statements
the substance of which is not included in the Prospectus or SAI
shall be submitted for advance approval by the Fund.
6. Solicitation of Orders to Purchase Shares by Fund. The rights
granted to the Distributor shall be non-exclusive in that the Fund
reserves the right to solicit purchases from, and sell its Shares
to, investors. Further, the Fund reserves the right to issue
Shares in connection with the merger or consolidation of any other
investment company, trust or personal holding company with the
Fund, or the Fund's acquisition, by the purchase or otherwise, of
all or substantially all of the assets of an investment company,
trust or personal holding company, or substantially all of the
outstanding Shares or interests of any such entity. Any right
granted to Distributor to solicit purchases of Shares will not
apply to Shares that may be offered by the Fund to shareholders by
virtue of their being shareholders of the Fund.
7. Shares Covered by this Agreement. This Agreement relates to
the solicitation of orders to purchase Shares that are duly
authorized and registered and available for sale by the Fund,
including redeemed or repurchased Shares if and to the extent that
they may be legally sold and if, but only if, the Fund authorizes
the Distributor to sell them.
8. Public Offering Price. The public offering price for the
Fund's Shares will be the net asset value per Share next
determined by the Fund after the Distributor or its appointed
agent receives the order plus any sales charge as set forth in the
Fund's Prospectus. The net asset value per Share shall be
determined in the manner provided in the Fund's Agreement and
Declaration of Trust as now in effect or as they may be amended,
and as reflected in the Fund's then current Prospectus and SAI.
9. Compensation.
(a). Sales Charge. Distributor shall be entitled to charge a
sales charge on the sale or redemption, as appropriate, of each
series and class of each Fund's Shares as set forth in the Fund's
then current Prospectus. Distributor may allow any dealers with
which it has signed selling agreements such commissions or
discounts from and not exceeding the total sales charge as
Distributor shall deem advisable, so long as any such commissions
or discounts are set forth in the Fund's current Prospectus to the
extent required by the applicable federal and state securities
laws. Distributor may also make payments to dealers from
Distributor's own resources, subject to the following conditions:
(a) any such payments shall not create any obligation for or
recourse against the Fund or any series or class, and (b) the
terms and conditions of any such payments are consistent with the
Fund's Prospectus and applicable federal and state securities laws
and are disclosed in the Prospectus or SAI to the extent such laws
may require.
(b). Distribution Plans. Distributor shall also be entitled to
compensation for its services as provided in any Distribution Plan
adopted as to any series and class of any Fund's Shares pursuant
to Rule 12b-1 under the 1940 Act.
10. Suspension of Sales. If and whenever the determination of
the Fund's net asset value is suspended and until such suspension
is terminated, the Distributor shall not accept orders for Shares
except for unconditional orders placed before the suspension. In
addition, the Fund reserves the right to suspend sales of Shares
if, in the judgment of the Board of the Fund, it is in the best
interest of the Fund to do so, such suspension to continue for
such period as may be determined by the Board of the Fund; and in
that event, (i) at the direction of the Fund, Distributor shall
suspend receipt and acceptance of orders to purchase Shares of the
Fund until otherwise instructed by the Fund and (ii) the
Distributor shall not accept orders to purchase Shares while such
suspension remains in effect unless otherwise directed by the
Board.
11. Orders and Payment for Shares.
(a) Distributor shall direct orders for the purchase of Shares of
any series to the Fund's transfer agent. At or prior to the time
of delivery of any Shares the Distributor will pay or cause to be
paid to the custodian of the Fund's assets, for the account of
such series, an amount in cash equal to the purchase price of such
Shares. The Fund's custodian and transfer agent shall be
identified in its Prospectus.
(b) The Fund, or any agent of the Fund designated in writing by
the Fund, shall be promptly advised of all purchase orders for
Fund Shares received by the Distributor. Any order may be
rejected by the Fund; provided, however, that the Fund will not
arbitrarily or without reasonable cause refuse to accept or
confirm orders for the purchase of Fund Shares from eligible
investors.
12. Repurchase or Redemption of Shares by the Fund.
(a) Any of the outstanding Fund Shares may be tendered to the
transfer agent for redemption at any time, other than when the
Fund suspends redemptions as permitted by the Prospectus or
applicable law, and the Fund agrees to repurchase or redeem the
Shares so tendered in accordance with its obligations as set forth
in its Agreement and Declaration of Trust, as amended from time to
time, and in accordance with the applicable provisions set forth
in the Prospectus and SAI. The price to be paid to redeem or
repurchase the Shares shall be equal to the net asset value
calculated in accordance with the provisions of the Fund's
Prospectus and SAI, less any contingent deferred sales charge
("CDSC"), redemption fee or other charge(s), if any, set forth in
the Prospectus or SAI of the Fund. All payments by the Fund
hereunder shall be made in the manner set forth below.
(b) If Shares are tendered to the transfer agent for redemption or
repurchase by the Fund within seven business days after
Distributor's acceptance of the original purchase order for such
Shares, Distributor will immediately refund to the Fund the full
sales commission (net of allowances to dealers or brokers) allowed
to Distributor on the original sale, and will promptly, upon
receipt thereof, pay to the Fund any refunds from dealers or
brokers of the balance of sales commissions reallowed by
Distributor. The transfer agent shall notify Distributor of such
tender for redemption within ten days of the day on which notice
of such tender for redemption is received by the transfer agent.
(c) The transfer agent shall pay the total amount of the
redemption price as defined in the above paragraph 12(a), pursuant
to the instructions of the Distributor in Federal Funds on or
before the seventh business day subsequent to its having received
the notice of redemption in proper form except as otherwise
provided in the Prospectus or SAI of the Fund. The proceeds of
any redemption of Shares shall be paid by the transfer agent as
follows: (i) any applicable CDSC shall be paid to the
Distributor, and (ii) the balance shall be paid to or for the
account of the shareholder, in each case in accordance with the
applicable provision of the Prospectus and SAI.
13. Purchases for your own Account. Distributor may purchase
Shares for its own investment account upon Distributor's written
assurance that the purchase is for investment purposes and that
the Shares will not be resold except through redemption by the
Fund.
14. Xxxxx Xxx & Xxxxxxx Incorporated Investment Programs. In
connection with any program under which Xxxxx Xxx & Farnham
Incorporated or one of its affiliates offers investment advice to
shareholders, the Distributor is authorized to offer and sell
Shares of the Fund, as principal, to participants in such program.
The terms of this Agreement shall apply to such sales, including
terms as to the offering price of Shares, the proceeds to be paid
to the Fund, the duties of the Distributor, the payment of
expenses and indemnification obligations of the Fund and the
Distributor.
15. Authorized Representations. No Fund is authorized by the
Distributor to give on behalf of the Distributor any information
or to make any representations other than the information and
representations contained in the Fund's registration statement
filed with the SEC under SA-33 and/or ICA-40 as it may be amended
from time to time.
16. Registration of Additional Shares. The Fund hereby agrees to
register an indefinite number of Shares pursuant to Rule 24f-2
under ICA-40, as amended. The Fund will, in cooperation with the
Distributor, take such action as may be necessary from time to
time to qualify the Shares (so registered or otherwise qualified
for sale under SA-33), in any state mutually agreeable to the
Distributor and the Fund, and to maintain such qualification;
provided, however, that nothing herein shall be deemed to prevent
the Fund from registering its Shares without approval of the
Distributor in any state it deems appropriate.
17. Conformity With Law. Distributor agrees that in soliciting
orders to purchase Shares it shall duly conform in all respects
with applicable federal and state laws and the rules and
regulations of the NASD. Distributor will use its best efforts to
maintain its registrations in good standing during the term of
this Agreement and will promptly notify the Fund and Xxxxx Xxx &
Xxxxxxx Incorporated in the event of the suspension or termination
of any of the registrations.
18. Independent Contractor. Distributor shall be an independent
contractor and neither the Distributor, nor any of its officers,
directors, employees, or representatives is or shall be an
employee of the Fund in the performance of Distributor's duties
hereunder. Distributor shall be responsible for its own conduct
and the employment, control, and conduct of its agents and
employees and for injury to such agents or employees or to others
through its agents and employees and agrees to pay all employee
taxes thereunder. Distributor may appoint sub-agents or
distribute through dealers or otherwise as Distributor may
determine from time to time, but this Agreement shall not be
construed as authorizing any dealer or other person to accept
orders for sale or repurchase on the Fund's behalf or otherwise
act as the Fund's agent for any purpose.
19. Indemnification. Distributor agrees to indemnify and hold
harmless the Fund and each of the members of its Board and its
officers, employees and representatives and each person, if any,
who controls the Fund within the meaning of Section 15 of SA-33
against any and all losses, liabilities, damages, claims and
expenses (including the reasonable costs of investigating or
defending any alleged loss, liability, damage, claim or expense
and reasonable legal counsel fees incurred in connection
therewith) to which the Fund or such of the members of its Board
and of its officers, employees, representatives, or controlling
person or persons may become subject under SA-33, under any other
statute, at common law, or otherwise, arising out of or based upon
(i) any violation of an applicable law, rule or regulation or
wrongful act by Distributor or any of Distributor's directors,
officers, employees or representatives, or (ii) any untrue
statement or alleged untrue statement of a material fact contained
in a registration statement, Prospectus, SAI, shareholder report
or other information covering Shares of the Fund filed or made
public by the Fund or any amendment thereof or supplement thereto
or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission
was made in reliance upon information furnished to the Fund by
Distributor in writing. In no case (i) is Distributor's indemnity
in favor of the Fund, or any person indemnified, to be deemed to
protect the Fund or such indemnified person against any liability
to which the Fund or such person would otherwise be subject by
reason of willful misfeasance, bad faith, or negligence in the
performance of its or his duties or by reason of its or his
reckless disregard of its or his obligations and duties under this
Agreement or (ii) is Distributor to be liable under its indemnity
agreement contained in this paragraph with respect to any claim
made against the Fund or any person indemnified unless the Fund or
such person, as the case may be, shall have notified Distributor
in writing of the claim within a reasonable time after the
summons, or other first written notification, giving information
of the nature of the claim served upon the Fund or upon such
person (or after the Fund or such person shall have received
notice of such service on any designated agent). However, failure
to notify Distributor of any such claim shall not relieve
Distributor from any liability which Distributor may have to the
Fund or any person against whom such action is brought otherwise
than on account of Distributor's indemnity agreement contained in
this Paragraph.
Distributor shall be entitled to participate, at its own expense,
in the defense, or, if Distributor so elects, to assume the
defense of any suit brought to enforce any such claim but, if
Distributor elects to assume the defense, such defense shall be
conducted by legal counsel chosen by Distributor and satisfactory
to the persons indemnified who are defendants in the suit. In the
event that Distributor elects to assume the defense of any such
suit and retain such legal counsel, persons indemnified who are
defendants in the suit shall bear the fees and expenses of any
additional legal counsel retained by them. If Distributor does
not elect to assume the defense of any such suit, Distributor will
reimburse persons indemnified who are defendants in such suit for
the reasonable fees of any legal counsel retained by them in such
litigation.
The Fund agrees to indemnify and hold harmless Distributor and
each of its directors, officers, employees, and representatives
and each person, if any, who controls Distributor within the
meaning of Section 15 of SA-33 against any and all losses,
liabilities, damages, claims or expenses (including the damage,
claim or expense and reasonable legal counsel fees incurred in
connection therewith) to which Distributor or such of its
directors, officers, employees, representatives or controlling
person or persons may become subject under SA-33, under any other
statute, at common law, or otherwise arising out of or based upon
(i) any violation of applicable law, rule or regulation or
wrongful act by the Fund or any of the members of the Fund's
Board, or the Fund's officers, employees or representatives other
than Distributor, or (ii) any untrue statement or alleged untrue
statement of a material fact contained in a registration
statement, Prospectus, SAI, shareholder report or other
information covering Shares filed or made public by the Fund or
any amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading unless such statement or omission was made in reliance
upon information furnished by Distributor to the Fund. In no case
(i) is the Fund's indemnity in favor of the Distributor or any
person indemnified to be deemed to protect the Distributor or such
indemnified person against any liability to which Distributor or
such indemnified person would otherwise be subject by reason of
willful misfeasance, bad faith, or negligence in the performance
of its or his duties or by reason of its or his reckless disregard
of its or his obligations and duties under this Agreement, or (ii)
is the Fund to be liable under its indemnity agreement contained
in this Paragraph with respect to any claim made against
Distributor or any person indemnified unless Distributor, or such
person, as the case may be, shall have notified the Fund in
writing of the claim within a reasonable time after the summons,
or other first written notification, giving information of the
nature of the claim served upon Distributor or upon such person
(or after Distributor or such person shall have received notice of
such service on any designated agent). However, failure to notify
a Fund of any such claim shall not relieve the Fund from any
liability which the Fund may have to Distributor or any person
against whom such action is brought otherwise than on account of
the Fund's indemnity agreement contained in this Paragraph.
The Fund shall be entitled to participate, at its own expense, in
the defense or, if the Fund so elects, to assume the defense of
any suit brought to enforce such claim but, if the Fund elects to
assume the defense, such defense shall be conducted by legal
counsel chosen by the Fund and satisfactory to the persons
indemnified who are defendants in the suit. In the event that the
Fund elects to assume the defense of any such suit and retain such
legal counsel, the persons indemnified who are defendants in the
suit shall bear the fees and expenses of any additional legal
counsel retained by them. If the Fund does not elect to assume
the defense of any such suit, the Fund will reimburse the persons
indemnified who are defendants in such suit for the reasonable
fees and expenses of any legal counsel retained by them in such
litigation.
20. Duration and Termination of this Agreement. With respect to
the Fund and the Distributor, this Agreement shall become
effective upon its execution ("Effective Date") and unless
terminated as provided herein, shall remain in effect through June
30, 1998, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually (a) by
a vote of majority of the members of the Board of the Fund who are
not interested persons of the Distributor or of the Fund, voting
in person at a meeting called for the purpose of voting on such
approval, and (b) by the vote of either the Board of the Fund or a
majority of the outstanding Shares of the Fund. This Agreement
may be terminated by and between an individual Fund and
Distributor at any time, without the payment of any penalty (a) on
60 days' written notice, by the Board of the Fund or by a vote of
a majority of the outstanding Shares of the Fund, or by
Distributor, or (b) immediately, on written notice by the Board of
the Fund, in the event of termination or suspension of any of the
Registrations. This Agreement will automatically terminate in the
event of its assignment. In interpreting the provisions of this
Paragraph 20 the definitions contained in Section 2(a) of ICA-40
(particularly the definitions of "interested person",
"assignment", and "majority of the outstanding Shares") shall be
applied.
21. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged, or terminated orally, but only
by an instrument in writing signed by each party against which
enforcement of the change, waiver, discharge, or termination is
sought. If the Fund should at any time deem it necessary or
advisable in the best interests of the Fund that any amendment of
this Agreement be made in order to comply with the recommendations
or requirements of the SEC or any other governmental authority or
to obtain any advantage under state or Federal tax laws and
notifies Distributor of the form of such amendment, and the
reasons therefor, and if Distributor should decline to assent to
such amendment, the Fund may terminate this Agreement forthwith.
If Distributor should at any time request that a change be made in
the Fund's Agreement and Declaration of Trust or By-Laws or in its
methods of doing business, in order to comply with any
requirements of Federal law or regulations of the SEC, or of a
national securities association of which Distributor is or may be
a member, relating to the sale of Shares, and the Fund should not
make such necessary changes within a reasonable time, Distributor
may terminate this Agreement forthwith.
22. Liability. It is understood and expressly stipulated that
neither the shareholders of the Fund nor the members of the Board
of the Fund shall be personally liable hereunder. The obligations
of the Fund are not personally binding upon, nor shall resort to
the private property of, any of the members of the Board of the
Fund, nor of the shareholders, officers, employees or agents of
the Fund, but only the Fund's property shall be bound. A copy of
the Declaration of Trust and of each amendment thereto has been
filed by the Trust with the Secretary of State of The Commonwealth
of Massachusetts and with the Clerk of the City of Boston, as well
as any other governmental office where such filing may from time
to time be required.
23. Miscellaneous. The captions in this Agreement are included
for convenience or reference only, and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
24. Notice. Any notice required or permitted to be given by a
party to this Agreement or to any other party hereunder shall be
deemed sufficient if delivered in person or sent by registered or
certified mail, postage prepaid, addressed by the party giving
notice to each such other party at the address provided below or
to the last address furnished by each such other party to the
party giving notice.
If to the Fund: Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Secretary
If to Distributor: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Secretary
COLONIAL INVESTMENT SERVICES, INC.
By:_____________________________
ATTEST:
_____________________
XXXXX XXX ADVISOR TRUST
By:______________________________
Xxxxxxx X. Xxxxxx
President
ATTEST:
_____________________
Xxxxxxxxx X. Xxxxxxx
Assistant Secretary
Schedule A to Underwriting Agreement
Between the Xxxxx Xxx Advisor Trust and
Colonial Investment Services, Inc.
The series of the Trust covered by this agreement are:
Name of Series Effective Date
Xxxxx Xxx Advisor Growth & Income Fund --
K Shares October 15, 1997
Xxxxx Xxx Advisor International Fund --
K Shares October 15, 1997
Xxxxx Xxx Advisor Young Investor Fund --
K Shares October 15, 1997
Xxxxx Xxx Advisor Special Venture Fund --
K Shares October 15, 1997
Xxxxx Xxx Advisor Balanced Fund -- K Shares October 15, 1997
Xxxxx Xxx Advisor Growth Stock Fund --
K Shares October 15, 1997
A Shares October 15, 1997
B Shares October 15, 1997
C Shares October 15, 1997
Xxxxx Xxx Advisor Special Fund -- K Shares October 15, 1997
Dated: October 15, 1997
