EXHIBIT 6(b)
UNDERWRITING AGREEMENT BETWEEN
XXXXX XXX ADVISOR TRUST
AND COLONIAL INVESTMENT SERVICES, INC.
THIS UNDERWRITING AGREEMENT ("Agreement"), made as of
the 1st 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. Appointment. 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. Delivery of Fund Documents. 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. Distribution of Shares.
(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 Articles of
Incorporation, 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 , 1997
Xxxxx Xxx Advisor International
Fund -- K Shares , 1997
Xxxxx Xxx Advisor Young Investor
Fund -- K Shares , 1997
Xxxxx Xxx Advisor Special
Venture Fund -- K Shares , 1997
Xxxxx Xxx Advisor Balanced Fund
-- K Shares , 1997
Xxxxx Xxx Advisor Growth Stock Fund --
K Shares .1997
A Shares .1997
B Shares .1997
C Shares , 1997
Xxxxx Xxx Advisor Special Fund --
K Shares , 1997
Dated: _______________, 1997
