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EXHIBIT h(2)
XXXXXXX XXXXX SENIOR FLOATING RATE FUND II, INC.
SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
FOR SUBSCRIPTION PERIOD
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, Inc., a division of Princeton Funds
Distributors, Inc. (the "Distributor"), has an agreement with Xxxxxxx Xxxxx
Senior Floating Rate Fund II, Inc., a Maryland corporation (the "Fund"),
pursuant to which it acts as the distributor for the sale of shares of common
stock, par value $0.10 per share (herein referred to as "shares"), of the Fund,
and as such has the right to distribute shares of the Fund for resale. The Fund
is a closed-end investment company registered under the Investment Company Act
of 1940, as amended, and its shares being offered to the public are registered
under the Securities Act of 1933, as amended. Such shares and certain of the
terms on which they are being offered are more fully described in the enclosed
Prospectus. You have received a copy of the Distribution Agreement (the
"Distribution Agreement") between ourself and the Fund and reference is made
herein to certain provisions of such Distribution Agreement. This Agreement
relates solely to the subscription period described in Section 3(a) of such
Distribution Agreement. Subject to the foregoing, as principal, we offer to sell
to you, as a member of the Selected Dealers Group, shares of the Fund upon the
following terms and conditions:
1. The subscription period referred to in Section 3(a) of the
Distribution Agreement will continue through March 23, 1999. The subscription
period may be extended upon agreement between the Fund and the Distributor.
Subject to the provisions of such Section and the conditions contained herein,
we will sell to you on the third business day following the termination of the
subscription period, or such other date as we may advise (the "Closing Date"),
such number of shares as to which you have placed orders with us not later than
5:00 P.M. on the second full business day preceding the Closing Date.
2. In all sales of these shares to the public you shall act as dealer
for your own account, and in no transaction shall you have any authority to act
as agent for the Fund, for us or for any other member of the Selected Dealers
Group.
3. With respect to each sale of shares by you to the public, the
Distributor shall pay you, from its own assets, a fee at the rate of 1.0% of the
amount purchased. If shares sold by you remain outstanding after one year from
the date of their original purchase, the Distributor will compensate you at an
annual rate, paid quarterly, equal to 0.75% of the average daily net asset value
of shares sold by you and remaining outstanding.
4. You shall not place orders for any of the shares unless you have
already received purchase orders for such shares at the applicable public
offering prices and subject to the terms hereof and of the Distribution
Agreement. All orders are subject to acceptance by the Distributor or the Fund
in the sole discretion of either. The minimum initial and subsequent purchase
requirements are as set forth in the Prospectus, as amended from time to time.
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5. You agree that you will not offer or sell any of the shares except
under circumstances that will result in compliance with the applicable Federal
and state securities laws and that in connection with sales and offers to sell
shares you will furnish to each person to whom any such sale or offer is made a
copy of the Prospectus (as then amended or supplemented) and will not furnish to
any person any information relating to the shares of the Fund which is
inconsistent in any respect with the information contained in the Prospectus (as
then amended or supplemented) or cause any advertisement to be published in any
newspaper or posted in any public place without our consent and the consent of
the Fund. You further agree that you shall not make a market in the Fund's
shares while the Fund is making a public offering of such shares.
6. Payment for shares purchased by you is to be made on such date as we
may advise by wire transfer of immediately available funds to a bank account
designated by us against delivery by us of non-negotiable share deposit receipts
("Receipts") issued by Financial Data Services, Inc., as shareholder servicing
agent, acknowledging the deposit with it of the shares so purchased by you. You
agree that as promptly as practicable after the delivery of such shares you will
issue appropriate written transfer instructions to the Fund or to the
shareholder servicing agent as to the purchasers to whom you sold the shares.
7. No person is authorized to make any representations concerning
shares of the Fund except those contained in the current Prospectus of the Fund
and in such printed information subsequently issued by us or the Fund as
information supplemental to such Prospectus. In purchasing shares through us you
shall rely solely on the representations contained in the Prospectus and
supplemental information above mentioned. Any printed information which we
furnish you other than the Fund's Prospectus, periodic reports and proxy
solicitation material are our sole responsibility and not the responsibility of
the Fund, and you agree that the Fund shall have no liability or responsibility
to you in these respects unless expressly assumed in connection therewith.
8. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus at or prior to the time of offering or
sale and you agree thereafter to deliver to such purchasers copies of the annual
and interim reports and proxy solicitation materials of the Fund. You further
agree to endeavor to obtain Proxies from such purchasers. Additional copies of
the Prospectus, annual or interim reports and proxy solicitation materials of
the Fund will be supplied to you in reasonable quantities upon request.
9. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of the shares entirely. Each party hereto has the
right to cancel this Agreement upon notice to the other party.
10. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the continuous offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act of 1933, as amended, or of the rules and regulations of the
Securities and Exchange Commission issued thereunder.
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11. You represent that you are a member of the National Association of
Securities Dealers, Inc. (the "NASD") and, with respect to any sales in the
United States, we both hereby agree to abide by the Conduct Rules of the NASD,
including in particular, the provisions of Conduct Rules 2429, 2730, 2740, and
2750, to the extent applicable.
12. Upon application to us, we will inform you as to the states in
which we believe the shares have been qualified for sale under, or are exempt
from the requirements of, the respective securities laws of such states, but we
assume no responsibility or obligation as to your right to sell shares in any
jurisdiction. We will file with the Department of State in New York a Further
State Notice with respect to the shares, if necessary.
13. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
14. You agree that you will not sell any shares of the Fund to any
account over which you exercise discretionary authority.
15. This Agreement shall terminate at the close of business on the
Closing Date, unless earlier terminated, provided, however, this Agreement shall
continue after termination for the purpose of settlement of accounts hereunder.
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XXXXXXX XXXXX FUNDS DISTRIBUTOR,
a division of PRINCETON FUNDS DISTRIBUTORS, INC.
By
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(Authorized Signature)
Please return one signed copy of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR,
a division of PRINCETON FUNDS
DISTRIBUTORS, INC.
Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name:
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By:
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Address:
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Date:
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XXXXXXX XXXXX SENIOR FLOATING RATE FUND II, INC.
SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, a division of Princeton Funds
Distributors, Inc. (the "Distributor"), has an agreement with Xxxxxxx Xxxxx
Senior Floating Rate Fund II, Inc., a Maryland corporation (the "Fund"),
pursuant to which it acts as the distributor for the sale of shares of common
stock, par value $0.10 per share (herein referred to as the "shares"), of the
Fund, and as such has the right to distribute shares of the Fund for resale. The
Fund is a closed-end investment company registered under the Investment Company
Act of 1940, as amended, and its shares being offered to the public are
registered under the Securities Act of 1933, as amended. You have received a
copy of the Distribution Agreement (the "Distribution Agreement") between
ourself and the Fund and reference is made herein to certain provisions of such
Distribution Agreement. The term "Prospectus" as used herein refers to the
prospectus on file with the Securities and Exchange Commission which is part of
the most recent effective registration statement pursuant to the Securities Act
of 1933, as amended. As principal, we offer to sell to you, as a member of the
Selected Dealers Group, shares of the Fund upon the following terms and
conditions:
1. In all sales of these shares to the public you shall act as dealer
for your own account, and in no transaction shall you have any authority to act
as agent for the Fund, for us or for any other member of the Selected Dealers
Group.
2. Orders received from you will be accepted through us only at the
public offering price applicable to each order, as set forth in the current
Prospectus of the Fund. The procedure relating to the handling of orders shall
be subject to Section 5 hereof and instructions which we or the Fund shall
forward from time to time to you. All orders are subject to acceptance or
rejection by the Distributor or the Fund in the sole discretion of either. The
minimum initial and subsequent purchase requirements are as set forth in the
current Prospectus of the Fund.
3. With respect to each sale of shares by you to the public, the
Distributor shall pay you, from its own assets, a fee at the rate of 1.0% of the
amount purchased. If shares sold by you remain outstanding after one year from
the date of their original purchase, the Distributor will compensate you at an
annual rate, paid quarterly, equal to 0.75% of the average daily net asset value
of shares sold by you and remaining outstanding.
4. You shall not place orders for any of the shares unless you have
already received purchase orders for such shares at the applicable public
offering prices and subject to the terms hereof and of the Distribution
Agreement. You agree that you will not offer or sell any of the shares except
under circumstances that will result in compliance with the applicable Federal
and state securities laws and that in connection with sales and offers to sell
shares you will furnish to each person to whom any such sale or offer is made a
copy of the Prospectus (as then amended or supplemented) and will not furnish to
any person any information relating to the shares of the
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Fund, which is inconsistent in any respect with the information contained in the
Prospectus (as then amended or supplemented) or cause any advertisement to be
published in any newspaper or posted in any public place without our consent and
the consent of the Fund. You further agree that you shall not make a market in
the Fund's shares while the Fund is making either a public offering of or a
tender offer to purchase its shares.
5. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Fund for shares of the Fund to be resold by us to you subject
to the applicable terms and conditions governing the placement of orders by us
set forth in Section 3 of the Distribution Agreement, and (ii) to tender shares
directly to the Fund or its agent for redemption subject to the applicable terms
and conditions set forth in Section 4 of the Distribution Agreement.
6. You shall not withhold placing orders received from your customers
so as to profit yourself as a result of such withholding: e.g., by a change in
the "net asset value" from that used in determining the offering price to your
customers.
7. No person is authorized to make any representations concerning
shares of the Fund except those contained in the current Prospectus of the Fund
and in such printed information subsequently issued by us or the Fund as
information supplemental to such Prospectus. In purchasing shares through us you
shall rely solely on the representations contained in the Prospectus and
supplemental information above mentioned. Any printed information which we
furnish you other than the Fund's Prospectus, periodic reports and proxy
solicitation material are our sole responsibility and not the responsibility of
the Fund, and you agree that the Fund shall have no liability or responsibility
to you in these respects unless expressly assumed in connection therewith.
8. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus at or prior to the time of offering or
sale and you agree thereafter to deliver to such purchasers copies of the annual
and interim reports and proxy solicitation materials of the Fund. You further
agree to endeavor to obtain proxies from such purchasers. Additional copies of
the Prospectus, annual or interim reports and proxy solicitation materials of
the Fund will be supplied to you in reasonable quantities upon request.
9. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of the shares entirely. Each party hereto has the
right to cancel this Agreement upon notice to the other party.
10. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the continuous offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act of 1933, as amended, or of the rules and regulations of the
Securities and Exchange Commission issued thereunder.
11. You represent that you are a member of the National Association of
Securities Dealers, Inc. (the "NASD") and, with respect to any sales in the
United States, we both hereby
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agree to abide by the Conduct Rules of the NASD, including in particular, the
provisions of Conduct Rules 2420, 2730, 2740 and 2750 of such Rules, to the
extent applicable.
12. Upon application to us, we will inform you as to the states in
which we believe the shares have been qualified for sale under, or are exempt
from the requirements of, the respective securities laws of such states, but we
assume no responsibility or obligation as to your right to sell shares in any
jurisdiction. We will file with the Department of State in New York a Further
State Notice with respect to the shares, if necessary.
13. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
14. Your first order placed pursuant to this Agreement for the purchase
of shares of the Fund will represent your acceptance of this Agreement.
XXXXXXX XXXXX FUNDS DISTRIBUTOR,
a division of PRINCETON FUNDS DISTRIBUTORS, INC.
By
-----------------------------------------------------
(Authorized Signature)
Please return one signed copy of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR,
a division of PRINCETON FUNDS
DISTRIBUTORS, INC.
Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name:
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By:
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Address:
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Date:
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