FORM OF
DISTRIBUTION AGREEMENT
Between
STRALEM FUND
And
STRALEM & COMPANY INCORPORATED
__________ 0000
Xxxxxxx & Company Incorporated
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
STRALEM FUND (the "Fund"), a Delaware business trust, is registered as an
Investment Company under the Investment Company Act of 1940 and has registered
___________ shares of beneficial interest under the Securities Act of 1933,
Registration Number __________, to be offered continuously for sale to the
public in accordance with terms and conditions set forth in the Prospectus
included in such Registration Statement as it may be amended from time to time.
In this connection, the Fund desires that Stralem & Company Incorporated act as
principal underwriter and distributor (the "Distributor") of the Fund for the
sale and distribution of shares which have been registered as described above
and any additional shares which may become registered during the term of this
Agreement. You have advised the Fund that you are willing to act as distributor,
and it is, accordingly, agreed between us as follows:
1. The Fund hereby appoints you distributor for the sale of its shares, pursuant
to the aforesaid continuous public offering in connection with any sales made to
Fund investors in any states and/or jurisdictions in which you are or shall from
time to time become qualified as a broker/dealer, or through securities dealers
with whom you have entered into sales agreements.
2. You hereby accept such appointment and agree to use your best efforts to sell
such shares, provided, however, that when requested by the Fund at any time
because of market or other economic considerations or abnormal circumstances of
any kinds, you will suspend such efforts. The Fund may also withdraw the
offering of the shares at any time when required by the provisions of any
statute, order, rule or regulation of any governmental body having jurisdiction.
It is understood that you do not undertake to sell all or any specific portion
of the shares of the Fund.
3. The shares shall be sold by you at net asset value as determined in the
Fund's Prospectus effective at the time of sale. Shares may be sold directly to
prospective purchasers or through securities dealers who have entered into sales
agreements with you. However, in no event will shares be issued prior to the
receipt by us of full payment for such shares.
4. You agree that the Fund shall have the right to accept or reject orders for
the purchase of shares of the Fund. Any consideration which you may receive in
connection with a rejected purchase order will be returned promptly. In the
event that any cancellation of a share purchase order, cancellation of a
redemption order or error in the timing of the acceptance of purchase or
redemption orders shall result in a gain or loss, you agree promptly to
reimburse the Fund for any amount by which losses shall exceed gains so arising;
to retain any net gains so arising for application against losses so arising in
future periods and, on the termination of this Agreement, to pay over to the
Fund the amount of any such net gains which may have accumulated. The Fund shall
register or cause to be registered all shares sold by you pursuant to the
provisions hereof in such name or names and amounts as you may request from time
to time, and the Fund shall issue or cause to be issued certificates evidencing
such shares for delivery to you or pursuant to your direction if, and to the
extent that, the shareholder requests issuance of such share certificates.
5. The Fund has delivered to you a copy of its current Registration Statement
under the Securities Act of 1933. It agrees that it will use its best efforts to
continue the effectiveness of the Registration Statement under the Securities
Act of 1933. The Fund further agrees to prepare and file any amendments to its
Registration Statement as may be necessary and any supplemental data to comply
with the Securities Act of 1933.
6. The Fund is registered under the Investment Company Act of 1940 as an
investment company, and it will use its best efforts to maintain such
registration and to comply with the requirements of said Act.
7. You agree:
(a) That neither you nor any of your officers will take any short
position in the shares of the Fund.
(b) To furnish to the Fund any pertinent information required to be
included with respect to you as distributor within the meaning of the Securities
Act of 1933 in any reports or registration required to be filed with any
governmental authority.
(c) You will not give any information or make any representations other
than as contained in the Registration Statement or Prospectus filed under the
Securities Act of 1933, as in effect from time to time, or in any supplemental
sales literature authorized by the Fund for
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use in connection with the sale of shares.
8. You will pay all usual expenses of distribution, including advertising and
the costs of printing and mailing of Prospectuses, other than those furnished to
existing shareholders.
9. This agreement will continue in effect from year to year provided:
(a) Such continuation shall be specifically approved at least annually
by the Board of Trustees of the Fund who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act of 1940) of any
such persons cast in person at a meeting called for the purpose of voting on
such approval or by vote of the holders of a majority of the outstanding voting
securities of the Fund and by such vote of the Board of Trustees.
(b) You shall have notified the Fund in writing at least sixty days
prior to the termination date that you shall not desire such continuation.
(c) We shall not have notified you in writing at least sixty days prior
to the termination date that we do not desire your continuation.
10. This Agreement may not be amended or changed except in writing and shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, but this Agreement shall not be assigned by either party
and shall automatically terminate upon its assignment.
If the foregoing is in accordance with your understanding, sign in the space
below.
STRALEM FUND
By: ______________________________________
Accepted:
STRALEM & COMPANY INCORPORATED
By: ______________________________________
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