Exhibit 23(e)(3)
REV 4/02
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X X X X X X X X
000 Xxxx Xxxxxx x Xxx Xxxx, XX 00000 Sales Agreement
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Sales Agreement covering shares of capital stock and/or beneficial interest of
THE XXXXXXXX MUTUAL FUNDS
Xxxxxxxx Capital Fund, Inc. Xxxxxxxx Cash Management Fund, Inc.
Xxxxxxxx Common Stock Fund, Inc.
Xxxxxxxx Communications and Information Fund, Inc.
Xxxxxxxx Frontier Fund, Inc.
Xxxxxxxx Global Fund Series, Inc.
Xxxxxxxx Growth Fund, Inc.
Xxxxxxxx High-Yield Bond Series Xxxxxxxx Income Fund, Inc.
Xxxxxxxx Investment Grade Fixed Income Fund, Inc.
Xxxxxxxx Municipal Fund Series, Inc.
Xxxxxxxx Municipal Series Trust
Xxxxxxxx New Jersey Municipal Fund, Inc.
Xxxxxxxx Pennsylvania Municipal Fund Series
Xxxxxxxx Tax-Aware Fund, Inc.
Xxxxxxxx Time Horizon/Harvester Series, Inc.
Xxxxxxxx U.S. Government Securities Series
Xxxxxxxx Value Fund Series, Inc.
between
XXXXXXXX ADVISORS, INC.
and
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Dealer
The Dealer named above and Xxxxxxxx Advisors, Inc., exclusive agent for
distribution of shares of capital stock of Xxxxxxxx Capital Fund, Inc., Xxxxxxxx
Cash Management Fund, Inc., Xxxxxxxx Common Stock Fund, Inc., Xxxxxxxx
Communications and Information Fund, Inc., Xxxxxxxx Frontier Fund, Inc.,
Xxxxxxxx Global Fund Series, Inc., Xxxxxxxx Growth Fund, Inc., Xxxxxxxx Income
Fund, Inc., Xxxxxxxx Investment Grade Fixed Income Fund, Inc., Xxxxxxxx
Municipal Fund Series, Inc., Xxxxxxxx New Jersey Municipal Fund, Inc., Xxxxxxxx
Tax-Aware Fund, Inc. Xxxxxxxx Time Horizon/Harvester Series, Inc., and Xxxxxxxx
Value Fund Series, Inc., and shares of beneficial interest of Xxxxxxxx
High-Yield Bond Series, Xxxxxxxx Municipal Series Trust, Xxxxxxxx Pennsylvania
Municipal Fund Series, and Xxxxxxxx U.S. Government Securities Series, agree to
the terms and conditions set forth in this agreement.
Dealer Signature Xxxxxxxx Advisors, Inc. Acceptance
/s/ Xxxxxxx X. Xxxxxxx
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Principal Officer Xxxxxxx X. Xxxxxxx, President
---------------------------------- XXXXXXXX ADVISORS, INC.
Address 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
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Employer Identification No. Date
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The Dealer and Xxxxxxxx Advisors, Inc. ("SAI"), as exclusive agent for
distribution of Class A, Class B*, Class C, and Class D Shares (as described in
the "Policies and Procedures," as set forth below) of Capital Stock and/or Class
A, Class B*, Class C, and Class D Shares of beneficial interest (collectively,
the "Shares") of Xxxxxxxx Capital Fund, Inc., Xxxxxxxx Cash Management Fund,
Inc., Xxxxxxxx Common Stock Fund, Inc., Xxxxxxxx Communications and Information
Fund, Inc., Xxxxxxxx Frontier Fund, Inc., Xxxxxxxx Global Fund Series, Inc.,
Xxxxxxxx Growth Fund, Inc., Xxxxxxxx High-Yield Bond Series, Xxxxxxxx Income
Fund, Inc., Xxxxxxxx Investment Grade Fixed Income Fund, Inc., Xxxxxxxx
Municipal Fund Series, Inc., Xxxxxxxx Municipal Series Trust, Xxxxxxxx New
Jersey Municipal Fund, Inc., Xxxxxxxx Pennsylvania Municipal Fund Series,
Xxxxxxxx Tax-Aware Fund, Inc., Xxxxxxxx Time Horizon/Harvester Series, Inc.,
Seligman U.S. Government Securities Series, Xxxxxxxx Value Fund Series, Inc.
and/or any other mutual fund for which SAI is exclusive agent for distribution
(herein, together with any series thereof, called the Funds), agree as follows:
1. The Dealer agrees to comply with the attached "Policies and Procedures"
with respect to sales of Funds offering four classes of shares, as set
forth below.
2. An order for Shares of one or more of the Funds, placed by the Dealer with
SAI, will be confirmed at the public offering price as described in each
Fund's current prospectus. Unless otherwise agreed when an order is
placed, the Dealer shall remit the purchase price to the Fund, or Funds,
with issuing instruction, within the period of time prescribed by the
current prospectus and existing regulations. No wire orders under $1,000
may be placed for initial purchases.
3. Shares of the Funds shall be offered for sale and sold by the Dealer only
at the applicable public offering price currently in effect, determined in
the manner prescribed in each Fund's prospectus. SAI will make a
reasonable effort to notify the Dealer of any redetermination or
suspension of the current public offering price, but SAI shall be under no
liability for failure to do so.
4. On each purchase of Shares by the Dealer, the Dealer shall be entitled,
based on the Class of Shares purchased and except as provided in each
Fund's current prospectus, to a concession determined as a percentage of
the price to the investor as set forth in each Fund's current prospectus
and Statement of Additional Information. On each purchase of Class A
Shares, SAI reserves the right to receive a minimum concession of $.75 per
transaction. No concessions will be paid to the Dealer for the investment
of dividends or capital gain distributions in additional shares.
5. Except for sales to and purchases from the Dealer's retail customers, all
of which shall be made at the applicable current public offering price or
the current price bid by SAI on behalf of the Fund, the Dealer agrees to
buy Shares only through SAI and not from any other sources and to sell
shares only to SAI, the Fund, or its redemption agent, and not to any
other purchasers.
6. By signing this Agreement, both SAI and the Dealer warrant that they are
members of the National Association of Securities Dealers, Inc., and agree
that termination of such membership at any time shall terminate this
Agreement forthwith regardless of the provisions of paragraph 10 hereof.
Each party further agrees to comply with all rules and regulations of such
Association and specifically to observe the following provisions:
(a) Neither SAI nor the Dealer shall withhold placing customers' orders
for Shares so as to profit itself as a result of such withholding.
(b) SAI shall not purchase Shares from any of the Funds except for the
purpose of covering purchase orders already received, and the Dealer
shall not purchase Shares of any of the Funds through SAI other than
for investment, except for the purpose of covering purchase orders
already received.
(c) SAI shall not accept a conditional order for Shares on any basis other
than at a specified definite price. The Dealer shall not, as principal,
purchase Shares of any of the Funds from a recordholder at a price lower
than the bid price, if any, quoted by or for the Fund, but the Dealer
shall not be prevented from selling Shares for the account of a record
owner to SAI, the Fund, or its redemption agent at the bid price currently
quoted by or for such Fund, and charging the investor a fair commission
for handling the transaction.
* Xxxxxxxx Municipal Fund Series, Inc., Xxxxxxxx Municipal Series Trust,
Xxxxxxxx New Jersey Municipal Fund, Inc., and Xxxxxxxx Pennsylvania
Municipal Fund Series do not currently offer Class B Shares.
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(d) If Shares are repurchased by a Fund or by SAI as its agent, or are
tendered for redemption within seven business days after
confirmation by SAI of the original purchase order of the Dealer for
such Shares, (i) the Dealer shall forthwith refund to SAI the full
concession allowed to the Dealer on the original sales and (ii) SAI
shall forthwith pay to the Fund SAI's share of the "sales charge" on
the original sale by SAI, and shall also pay to the Fund the refund
which SAI received under (i) above. The Dealer shall be notified by
SAI of such repurchase or redemption within ten days of the date
that such redemption or repurchase is placed with SAI, the Fund or
its authorized agent. Termination or cancellation of this Agreement
shall not relieve the Dealer or SAI from the requirements of this
clause (d).
(e) The Dealer will comply in all respects with Notice to Members 95-80
of the National Association of Securities Dealers, Inc. regarding
member's obligations and responsibilities regarding mutual fund
sales practices.
7. (a) SAI shall be entitled to a contingent deferred sales charge ("CDSC")
on redemptions within six years of purchase on any Class B Shares
sold, within eighteen months of purchase on any Class C Shares sold,
and within one year of purchase on any Class D Shares sold. SAI
shall also be entitled to a CDSC on redemptions within eighteen
months of purchase on any Class A Shares sold at net asset value due
to the size of the purchase. With respect to omnibus accounts in
which Class A, Class B, Class C, or Class D Shares are held at
Xxxxxxxx Data Corp. ("SDC") in the Dealer's name, the Dealer agrees
that by the tenth day of each month it will furnish to SDC a report
of each redemption in the preceding month to which a CDSC was
applicable, accompanied by a check payable to SAI in payment of the
CDSC due.
(b) If, with respect to a redemption of any Class A, Class B, Class C,
or Class D Shares sold by the Dealer, the CDSC is waived because the
redemption qualifies for a waiver as set forth in the Fund's
prospectus or Statement of Additional Information, the Dealer shall
promptly remit to SAI promptly on notice an amount equal to the
payment or a portion of the payment made by SAI to the Dealer at the
time of sale with respect to such Class A, Class B, Class C, or
Class D Shares.
8. In all transactions between SAI and the Dealer under this Agreement, the
Dealer will act as principal in purchasing from or selling to SAI. The
Dealer is not for any purposes employed or retained as or authorized to
act as broker, agent or employee of any Fund or of SAI, and the Dealer is
not authorized in any manner to act for any Fund or SAI or to make any
representations on behalf of SAI. In purchasing and selling Shares of any
Fund under this Agreement, the Dealer shall be entitled to rely only upon
matters stated in the current offering prospectus of the applicable Fund
and upon such written representations, if any, as may be made by SAI to
the Dealer over the signature of SAI.
9. SAI will furnish to the Dealer, without charge, reasonable quantities of
the current offering prospectus of each Fund and sales material issued
from time to time by SAI.
10. Either Party to this Agreement may cancel this Agreement by written notice
to the other party. Such cancellation shall be effective at the close of
business on the 5th day following the date on which such notice was given.
SAI may modify this Agreement at any time by written notice to the Dealer.
Such notice shall be deemed to have been given on the date upon which it
was either delivered personally to the other party or any officer or
member thereof, or was mailed postage-paid, or upon telephonic or
electronic confirmation of transmission if sent by facsimile to the other
party at his or its address as shown herein.
11. This Agreement shall be construed in accordance with the laws of the State
of New York and shall be binding upon both parties hereto when signed by
SAI and by the Dealer in the spaces provided on the cover of this
Agreement. This Agreement shall not be applicable to Shares of a Fund in a
state in which such Fund Shares are not qualified for sale.
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POLICIES AND PROCEDURES
In connection with the offering by the Funds of four classes of shares(1),
one subject to a front-end sales charge and a service fee ("Class A Shares"),
one subject to a service fee, a distribution fee, no front-end sales charge, and
a contingent deferred sales charge on redemptions within six years of purchase
("Class B Shares"), one subject to a service fee, a distribution fee, a
front-end sales charge, and a contingent deferred sales charge on redemptions
within eighteen months of purchase ("Class C Shares"), and one subject to a
service fee, a distribution fee, no front-end sales charge, and a contingent
deferred sales charge on redemptions within one year of the date of purchase
("Class D Shares")(2), it is important for an investor to choose the method of
purchasing shares which best suits his or her particular circumstances. To
assist investors in these decisions, SAI has instituted the following policies
with respect to orders for Shares:
1. No purchase order may be placed for Class D Shares unless the
investor meets one of the qualifications provided for in Footnote 2
below. The Dealer is solely responsible for complying with this
restriction.
2. No purchase order may be placed for Class B Shares for amounts of
$250,000 or more, or for Class C Shares for amounts of $1,000,000 or
more.
3. Any other purchase order may be for Class A, Class B, Class C, or
Class D Shares in light of the relevant facts and circumstances,
including:
(a) the specific purchase order dollar amount;
(b) the length of time the investor expects to hold his or her
Shares; and
(c) any other relevant circumstances such as the availability of
purchases under a Letter of Intent, Volume Discount, or Right
of Accumulation.
There are instances when one method of purchasing Shares may be more
appropriate than another. For example, an investor who would qualify for a
significant discount from the maximum sales charge on Class A Shares may
determine that payment of such a reduced front-end sales charge and service fee
is preferable to payment of a higher ongoing distribution fee. On the other
hand, an investor whose order would not qualify for such a discount may wish to
have all of his or her funds invested in Class B or Class C Shares. An investor
who expects to hold his or her shares for longer than eight years might prefer
Class B Shares over Class C Shares because of the conversion feature; once Class
B Shares have converted to Class A Shares, the ongoing distribution fees will be
reduced. Class C Shares may remain a more attractive choice for shorter-term
investors (especially those who qualify for a discount from the maximum sales
charge) because the front-end sales charge is lower than on Class A Shares and
the contingent deferred sales charge on such Shares is only 1%, and it does not
apply if the investor owns his or her Shares for at least 18 months. If an
investor anticipates that he or she will redeem his or her Class B Shares while
still subject to a contingent deferred sales charge, the investor may, depending
on the amount of the purchase, pay an amount greater than the sales charge and
service fee attributable to Class A Shares.
Appropriate supervisory personnel within your organization must ensure
that all employees receiving investor inquiries about the purchase of Shares of
a Fund advise the investor of then available pricing structures offered by the
Fund, and the impact of choosing one method over another. In some instances, it
may be appropriate for a supervisory person to discuss a purchase with the
investor.
Questions relating to this policy should be directed to Xxxxxxx X.
Xxxxxxx, President, Xxxxxxxx Advisors, Inc. at (000) 000-0000.
XXXXXXXX ADVISORS, INC.
an affiliate of
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J. & X. XXXXXXXX & CO.
INCORPORATED
(1) Xxxxxxxx Municipal Fund Series, Inc. Xxxxxxxx Municipal Series Trust,
Xxxxxxxx New Jersey Municipal Fund, Inc., and Xxxxxxxx Pennsylvania
Municipal Fund Series only offer three classes of shares; Class B Shares
are not currently available from these Funds.
(2) Class D Shares are only available (1) to existing Class D Shareholders,
(2) if the Dealer maintains an omnibus account at Xxxxxxxx Data Corp., or
(3) pursuant to a 401(k) or other retirement plan program for which Class
D Shares are already available or for which the sponsor requests Class D
Shares because the sales charge structure of Class D Shares is comparable
to the sales charge structure of the other funds offered under the
program.
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