DISTRIBUTION AGREEMENT
June 30, 1992
Funds Distributor Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Sirs:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, BJB Global Income Fund, an open-end investment
company organized under the laws of The Commonwealth of Massachusetts (the
"Fund"), has agreed that Funds Distributor Inc. (the "Service Organization")
shall provide certain services primarily intended to result in the sale of
shares of beneficial interest in the Fund, par value $.001 per share ("Shares"),
as well as certain shareholder servicing, administrative and accounting services
to certain of its customers ("Customers") who from time to time may beneficially
own shares.
Section 1. The annual fee paid to the Service Organization under
Section 5 of this Agreement will compensate the Service Organization for certain
expenses primarily intended to result in the sale of Shares, including, but not
limited to: (i) costs of printing and distributing the Fund's prospectus,
statement of additional information and reports to prospective shareholders of
the Fund; (ii) costs involved in preparing, printing and distributing sales
literature pertaining to the Fund specifically for its customers; (iii) an
allocation of overhead and other of the Service Organization's branch office
distribution-related expenses; (iv) payments made to, and expenses of, persons
who provide support services in connection with the distribution of Shares,
including, but not limited to, office space and equipment, telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing any other shareholder services not otherwise provided
by the Fund's service providers; (v) accruals for interest on the amount of the
foregoing expenses that exceed the distribution fees received by the Service
Organization; and (vi) payments of fees to each employee of the Service
Organization who has sold Shares.
The annual fee may also compensate the Service Organization for certain
shareholder servicing, administrative and accounting services to their
Customers, including, but not limited to: (i) aggregating and processing
purchase and redemption requests for Shares from Customers and placing net
purchase and redemption orders with the Fund's transfer agent; (ii) providing
Customers with a service that invests the assets of their accounts in Shares;
(iii) processing dividend payments from the Fund on behalf of Customers; (iv)
providing information periodically to Customers showing their positions in
Shares; (v) arranging for bank wires; (vi) responding to Customer inquiries
relating to
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the services performed by it; (vii) providing sub-accounting with
respect to Shares beneficially owned by Customers or the information to the Fund
necessary for sub-accounting; (viii) if required by law, forwarding shareholder
communications from the Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
Customers; and (ix) providing such other similar services as the Fund may
reasonably request to the extent permitted under applicable statutes, rules and
regulations.
Section 2. The Service Organization will provide such office space and
equipment, telephone facilities and personnel (which may be any part of the
space, equipment and facilities currently used in its business, or any personnel
employed by it) as may be reasonably necessary or beneficial in order to provide
the aforementioned services to Customers.
Section 3. Neither the Service Organization nor any of its officers,
employees or agents are authorized to make any representations concerning the
Fund or the Shares except those contained in the Fund's then current prospectus
or statement of additional information for such Shares, copies of which will be
supplied by the Fund to the Service Organization, or in such supplemental
literature or advertising as may be authorized by the Fund in writing.
Section 4. For all purposes of this Agreement, the Service Organization
will be deemed to be an independent contractor, and will have no authority to
act as agent for the Fund in any matter or in any respect. By its written
acceptance of this Agreement, the Service Organization agrees to and does
release, indemnify and hold harmless from and against any and all direct or
indirect liabilities or losses resulting from requests, directions, actions or
inactions of or by the Service Organization or its officers, employees or agents
regarding its responsibilities hereunder or the purchase, redemption, transfer
or registration of Shares by or on behalf of Customers. The Service Organization
and its employees will, upon request, be available during normal business hours
to consult with the Fund or its designees concerning the performance of their
responsibilities under this Agreement.
Section 5. In consideration of the services and facilities provided by
the Service Organization hereunder, the Fund will pay to the Service
Organization, and the Service Organization will accept as full payment therefor,
a fee at the annual rate of .25% of the average daily net assets of the Shares
held of record or beneficially by Customers (the "Customers' Shares"), which fee
will be computed daily and payable quarterly. For purposes of determining the
fees payable under this Section 5, the average daily net assets of the
Customers' Shares will be computed in the manner specified in the Fund's
registration statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of Shares for purposes of
purchases and redemptions. The fee rate stated above may be prospectively
increased or decreased by the Fund, in its sole discretion, at any time upon
notice to the Service Organization. Further, the Fund may, in its discretion and
without notice, suspend or withdraw the sale of the Shares,
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including the sale of such Shares to the Service Organization for the account of
any Customer or Customers.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Agreement will provide to the
Fund's Board or Trustees, and the Fund will review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made. In addition, the Service Organization will furnish the
Fund or its designees with such information as it or they may reasonably request
(including, without limitation, periodic certifications confirming the provision
to Customers of the services described herein), and will otherwise cooperate
with the Fund and its designees (including, without limitation, any auditors
designated by the Fund), in connection with the preparation of reports to its
Board of Trustees concerning this Agreement and the monies paid or payable by
the Fund pursuant hereto, as well as any other reports or filings that may be
required by law.
Section 7. The Fund may enter into other similar Distribution
Agreements with any other person or persons without the consent of the Service
Organization.
Section 8. By its written acceptance of this Agreement, the Service
Organization represents, warrants and agrees that the Service Organization is
fully authorized by applicable law and regulation and by any agreement it may
have with any customer or client for whom it may act pursuant to this Agreement
to perform the services and receive the compensation therefor described in this
Agreement.
Section 9. Unless sooner terminated, this Agreement will continue for
an initial two-year period and thereafter will continue automatically for
successive annual periods provided such continuance is specifically approved at
least annually by the Fund in the manner described in Section 12 hereof. This
Agreement is terminable with or without cause without penalty, at any time by
the Fund (which termination may be by vote of a majority of (a) the
Disinterested Trustees as defined in Section 12 hereof or (b) the outstanding
voting securities of the Fund (as defined in the Investment Company Act of 1940,
as amended)), or by the Service Organization upon notice to the Fund.
Section 10. All notices and other communications to either the Service
Organization or the Fund, respectively, will be duly given if mailed,
telegraphed, telexed or transmitted by similar telecommunications device to the
Service Organization at the address shown above and to the Fund c/o Bank Xxxxxx
Xxxx & Co., Ltd., at 000 Xxxxxxx, Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Section 11. This Agreement will be construed in accordance with the
laws of the State of New York and automatically terminates in the event of its
assignment (as defined in the Investment Company Act of 1940, as amended).
Section 12. This Agreement will not take effect and payments hereunder
may not be made until the Agreement has been approved by (i) the Fund's Board of
Trustees
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or (ii) vote of a majority (as defined in the Investment Company Act of 1940, as
amended) of the Fund's outstanding voting securities, provided that in either
event the Agreement is also approved by a majority of those Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Fund and have no direct or indirect financial interest in the
operation of the Distribution Plan adopted by the Fund pursuant to Rule 12b-1
under the Act or in any agreements related thereto ("Disinterested Trustees"),
cast in person at a meeting for the purpose of voting on such approval.
Section 13. The Fund and the Service Organization agree that the
obligations of the Fund under this Agreement shall not be binding upon any of
the Trustees, shareholders, nominees, officers, employees or agents, whether
past, present or future, of the Fund individually, but are binding only upon the
assets and property of the Fund, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been authorized by the Trustees
and the sole shareholder of the Fund, and signed by an authorized officer of the
Fund, acting as such, and neither such authorization by such Trustees and
shareholder nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of the Fund as provided
in its Master Trust Agreement.
* * *
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated.
Very truly yours,
BJB GLOBAL INCOME FUND
By: /s/ Xxxxx X. Xxxxxx
--------------------
President
Accepted:
FUNDS DISTRIBUTOR INC.
By: AUTHORIZED SIGNATURE
--------------------
Authorized Officer
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