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Exhibit (e)(1)
Banking Agreement
BANK AGREEMENT
(FULLY DISCLOSED BASIS)
Date
Xxxxxxxx Advisors, Inc. Re: Name of Bank
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We are a "bank" (as such term is defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). We desire to
make available to our customers, under an agency relationship with our
customers, shares of beneficial interest or common stock of open-end registered
investment companies managed by J. & X. Xxxxxxxx & Co. Incorporated (hereinafter
referred to individually as a "Fund" and collectively as the "Funds"). A current
list of the Funds is included with this Agreement as Exhibit A. You are the
exclusive agent for the distribution of such shares pursuant to the terms of a
Distributing Agreement between you and each Fund. Unless the context otherwise
requires, as used herein the term "Prospectus" shall mean the prospectus and
related statement of additional information incorporated therein by reference
(as amended and supplemented) of each of the respective Funds included in the
then currently effective registration statement (or post-effective amendment
thereto) of each such Fund, as filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Registration
Statement").
In consideration for the mutual covenants contained herein, it is hereby
agreed that our respective rights and obligations shall be as follows:
1. With respect to any and all transactions in the shares of any Fund pursuant
to this Agreement, it is understood and agreed in each case that (a) we
shall be acting solely as agent for the account of our customer; (b) each
transaction shall be initiated solely upon the order of our customer; (c)
you shall execute transactions only upon receiving instructions from us
acting as agent for our customer; (d) as between us and our customer, our
customer will have full beneficial ownership of all Fund shares; and (e)
each transaction shall be for the account of our customer and not for our
account. Each transaction shall be without recourse to us provided that we
act in accordance with the terms of this Agreement. We represent and
warrant to you that we will have full right, power and authority to effect
transactions (including, without limitation, any purchases and redemptions)
in Fund shares on behalf of all customer accounts provided by us to you or
to any transfer or shareholder servicing agent as such term is defined in
the Prospectus of each Fund (the "Transfer Agent").
2. All orders for the purchase of any Fund shares shall be executed at the
then current public offering price per share (i.e., the net asset value per
share plus the applicable sales load, if any) and all orders for the
redemption of any Fund shares shall be executed at the current price bid by
you, in each case as described in the Prospectus of such Fund. All orders
are subject to acceptance or rejection by you at your sole discretion.
Unless otherwise mutually agreed in writing, each transaction shall be
promptly confirmed in writing directly to the customer on a fully disclosed
basis and a copy of each confirmation shall be sent simultaneously to us.
You reserve the right, at your discretion and without notice, to suspend
the sale of shares or withdraw entirely the sale of shares of any or all of
the Funds.
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3. We agree that we shall not make shares of any Fund available to our
customers except in compliance with all applicable federal and state laws
and the rules and regulations of applicable regulatory agencies or
authorities. We agree that we shall not purchase any Fund shares, as agent
for any customer, unless we deliver or cause to be delivered to such
customer, at or prior to the time of such purchase, a copy of the
Prospectus of such Fund, or unless such customer has acknowledged receipt
of the Prospectus of such Fund. We further agree to obtain from each
customer for whom we act as agent for the purchase of Fund shares any
taxpayer identification number certification required under Section 3406 of
the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations promulgated thereunder, and to provide you or your designee
with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation
of any required backup withholding in accordance with Section 3406 of the
Code and the regulations thereunder. Unless otherwise mutually agreed in
writing, you shall deliver or cause to be delivered to each of the
customers who purchase shares of any Fund through us pursuant to this
Agreement copies of all annual and interim reports, proxy solicitation
materials and any other information and materials relating to such Funds
and prepared by or on behalf of you, the Fund or its investment adviser,
custodian, transfer agent or dividend disbursing agent for distribution to
each such customer. You agree to supply us with copies of the Prospectus,
annual reports, proxy solicitation materials and any such other information
and materials relating to each Fund in reasonable quantities upon request.
4. We shall not make any representations concerning any Fund shares other than
those contained in the Prospectus of such Fund or in any promotional
materials or sales literature furnished to us by you or the Fund. We shall
not furnish or cause to be furnished to any person or display or publish
and information or materials relating to any fund (including, without
limitation, promotional materials and sales literature, advertisements,
press releases, announcements, statements, posters, signs or other similar
material), except such information and materials as may be furnished to us
by you or the Fund, and such other information and materials as may be
approved in writing by you.
5. In the case of purchases by us, as agent for our customers, of Fund shares
sold with a sales load, an account fee shall be payable to us as set forth
in Exhibit A.
6. In the case of any Class A shares sold with a sales load, customers may be
entitled to a reduction in sales load on purchases, in such case, our
account fee will be paid based upon the reduced sales load as described in
each Fund's Prospectus.
7. You shall be entitled to a contingent deferred sales load ("CDSL") on
redemptions within six years of purchase on any Class B shares sold and
within one year of purchase on any Class D shares. With respect to omnibus
accounts in which Class B shares or Class D shares are held at Xxxxxxxx
Data Corp. ("Xxxxxxxx Data") in our name, we agree that by the tenth day of
each month we will furnish to Xxxxxxxx Data a report of each redemption in
the preceding month to which a CDSL was applicable, accompanied by a check
payable to you in payment of the CDSL due.
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8. If, with respect to a redemption of any Class B shares or Class D shares
sold by us, the CDSL is waived because the redemption qualifies for a
waiver set forth in the Fund's prospectus, we shall promptly remit to you
an amount equal to the payment made by you to us at the time of sale with
respect to such Class B shares or Class D shares.
9. We agree to comply with the "Policies and Procedures" with respect to sales
of shares of Xxxxxxxx Mutual Funds offering three classes of shares
attached hereto as exhibit C.
10. The procedures relating to all orders and the handling thereof will be
subject to the terms of the Prospectus of each Fund and your written
instructions to us from time to time. No conditional order will be
accepted.
11. a. We agree to pay for purchase orders of any Fund shares from us as
agent for our customers in accordance with the terms of the Prospectus
of the applicable Fund. On or before the settlement date of each
purchase order for shares of any Fund, we shall either (i) remit to an
account designated by you with the Transfer Agent and amount equal to
the then current public offering price of the shares of such Fund
being purchased less our account fee, if any, with respect to such
purchase order as determined by you in accordance with the terms of
the applicable Fund Prospectus, or (ii) remit to an account designated
by you with the Transfer Agent an amount equal to the then current
public offering price of the shares of such Fund being purchased
without deduction for our account fee, if any, with respect to such
purchase order as determined by you in accordance with the terms of
the applicable Fund Prospectus, in which case our account fee, if any,
shall be payable to us by you on at least a monthly basis. If payment
for any purchase order is not received in accordance with the terms of
the applicable Fund Prospectus, you reserve the right, without notice,
to cancel the sale and to hold us responsible for any loss sustained
as a result thereof.
b. If any shares sold to us as agent for our customers under the terms of
this Agreement are sold with a sales load and are redeemed for the
account of the Fund or are tendered for redemption within seven (7)
days after confirmation of our purchase order for such shares: (i) we
shall forthwith refund to you the full account fee received by us on
the sale; and (ii) you shall forthwith pay to the Fund your portion of
the salesload on the sale which had been retained by you and shall
also pay to the Fund the amount refunded by us.
12. We shall not withhold placing with you orders received from our customers
so as to profit ourselves as a result of such withholding.
13. We hereby represent and warrant to you that (a) we are a "bank" as such
term is defined in Section 3(a)(6) of the Exchange Act; (b) we are a duly
organized and validly existing "bank" in good standing under the laws of
the jurisdiction in which we were organized; (c) all authorizations (if
any) required for our lawful execution of this Agreement and our
performance hereunder have been obtained; (d) as agents for our customers,
we are the only one having a direct relationship with the customer and
therefore, we will be responsible, in that relationship for necessary
compliance with all laws and regulations including those of applicable bank
regulatory authorities and any federal or state regulatory body having
jurisdiction over us or our customers; and (e) upon execution and delivery
by us, and assuming due and valid execution and delivery by you, this
Agreement will constitute a
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valid and binding Agreement, enforceable against us in accordance with its
terms. We agree to give written notice to you promptly in the event that we
shall cease to be a "bank" as such term is defined in Section 3 (a)(6) of
the Exchange Act. In such event, this Agreement shall be automatically
terminated upon such written notice.
14. You agree to inform us, upon our request, as to the states in which you
believe the shares of the Funds have been qualified for sale under, or are
exempt from the requirements of, the respective securities laws of such
states, but you shall have no obligation or responsibility as to our right
to make shares of any Fund available to our customers in any jurisdiction.
15. The names and addresses and other information concerning our customers are
and shall remain our sole property, and neither you nor your affiliates
shall use such names, addresses or other information for any purpose except
in connection with the performance of your duties and responsibilities
hereunder and except for servicing and informational mailings relating to
the Funds. Notwithstanding the foregoing, this Paragraph 12 shall not
prohibit you or any of your affiliates from utilizing for any purpose the
names, addresses or other information concerning any of our customers if
such names, addresses or other information are obtained in any manner other
than form us pursuant to this Agreement. The provisions of this Paragraph
12 shall survive the termination of this Agreement.
16. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture
between you and us. Neither party hereto shall be, act as, or represent
itself as, the agent or representative of the other, nor shall either party
have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name of, or
on behalf of, the other party. This Agreement is not intended to, and shall
not, create any rights against either party hereto by any third party
solely on account of this Agreement.
17. Except as otherwise specifically provided herein, all notices required or
permitted to be given pursuant to this Agreement shall be given in writing
and delivered by personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt requested, or by
telex, telegram or similar means of same day delivery. Notice shall be
deemed to have been given on the date upon which it was either delivered
personally to you or was mailed postage paid. Unless otherwise notified in
writing, all notices to us shall be given or sent to us at our address
shown below.
18. This Agreement shall be effective only when accepted and signed by you, and
may be terminated at any time by either party hereto upon five (5) days
prior written notice to the other party. You may modify this Agreement at
any time by written notice to us. This Agreement constitutes the entire
Agreement and understanding between the parties hereto relating to the
subject matter hereof and supersedes any and all prior agreements between
the parties hereto relating to the subject matter hereof.
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19. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
Very truly yours,
Date: By: _________________________
Title:
NOTE: Please sign and return both copies of this Agreement to Xxxxxxxx Advisors,
Inc. Upon acceptance one countersigned copy will be returned to you for
your files.
Accepted:
Xxxxxxxx Advisors, Inc.
Date: By:
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Xxxxxxx X. Xxxxxxx
President
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EXHIBIT A
THE XXXXXXXX FAMILY OF MUTUAL FUNDS
XXXXXXXX CAPITAL FUND, INC.
XXXXXXXX COMMON STOCK FUND, INC.
XXXXXXXX COMMUNICATIONS & INFORMATION FUND, INC.
XXXXXXXX INCOME FUND, INC.
XXXXXXXX FRONTIER FUND, INC.
XXXXXXXX GROWTH FUND, INC.
XXXXXXXX VALUE FUND SERIES, INC.
XXXXXXXX XXXXXXXXX GLOBAL FUND SERIES, INC.
Xxxxxxxx Xxxxxxxxx Global Smaller Companies Fund
Xxxxxxxx Xxxxxxxxx Global Technology Fund
Xxxxxxxx Xxxxxxxxx International Fund
Xxxxxxxx Xxxxxxxxx Global Growth Opportunities Fund
Xxxxxxxx Xxxxxxxxx Emerging Markets Growth Fund
XXXXXXXX CASH MANAGEMENT FUND, INC.
XXXXXXXX HIGH INCOME FUND SERIES
U.S. Government Securities Series
High Yield Bond Series
XXXXXXXX MUNICIPAL FUND SERIES, INC.
National
Colorado
Georgia
Louisiana
Maryland
Massachusetts
Michigan
Minnesota
Missouri
New York
Ohio
Oregon
South Carolina
SELIGMAN MUNICIPAL FUND SERIES TRUST
California Quality
California High Yield
Florida
North Carolina
SELIGMAN PENNSYLVANIA MUNICIPAL FUND, SERIES
XXXXXXXX NEW JERSEY MUNICIPAL FUND, INC.
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EXHIBIT B - SEE SECTION 5
CLASS A SHARES
Sales Dealer
Amount of Purchase Charge Discount
------------------ ------ --------
Less than $50,000 4.75% 4.25%
$50,000 up to $99,999 4.00% 3.50%
$100,000 up to $249,999 3.50% 3.00%
$250,000 up to $499,999 2.50% 2.25%
$500,000 up to $999,999 2.00% 1.75%
$1,000,000 or more * 0.00% 0.00%
* Shares acquired at net asset value pursuant to the foregoing ("NAV Sales")
will be subject to a contingent deferred sales load ("CDSL") of 1.00% if the
shares are redeemed within 18 months. Dealers will receive a fee on NAV sales
calculated as follows: 1.00% of NAV sales up to but not including $ 2 million;
.80% of NAV sales from $ 2 million up to but not including $ 3 million; .50% of
NAV sales from $ 3 million up to but not including $ 5 million and .25% of NAV
sales from $ 5 million and above. The calculation of the fee will be based on
assets held by a "single person" as defined in each Fund's prospectus.
CLASS B SHARES
Dealer Discount
4%
CLASS D SHARES
Dealer Discount
1%
