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Exhibit 5(A)
CLASS A SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of November 26, 1999 between XXXXXXX XXXXX GLOBAL
FINANCIAL SERVICES FUND, INC., a Maryland corporation (the "Fund") and XXXXXXX
XXXXX FUNDS DISTRIBUTOR, a division of PRINCETON FUNDS DISTRIBUTOR, INC., a
Delaware corporation (the "Distributor").
W I T N E S S E T H
WHEREAS, the Directors of the Fund (the "Directors") are authorized to
offer separate classes of shares of common stock, par value $.10 per share; and
WHEREAS, the Directors have established and designated the Fund to offer
separate classes of shares of common stock, as described above; and
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as an open-end investment company,
and it is affirmatively in the interest of the Fund to offer its shares for sale
continuously; and
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and
WHEREAS, the Fund and the Distributor wish to enter into an agreement with
each other with respect to the continuous offering of Class A shares of common
stock in the Fund;
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Fund hereby appoints the
Distributor as the Fund's principal underwriter and distributor to sell the
Class A shares of common stock in the Fund (sometimes herein referred to as
"Class A Shares") to eligible investors (as defined below) and hereby agrees
during the term of this Agreement to sell the Class A Shares to the Distributor
upon the terms and conditions herein set forth.
Section 2. Exclusive Nature of Duties. The Distributor shall be the Fund's
exclusive representative to act as principal underwriter and distributor of the
Class A Shares, except that:
a. The Fund may, upon written notice to the Distributor, from time
to time designate other principal underwriters and distributors of the
Class A Shares with respect to areas other than the United States as to
which the Distributor may have expressly waived in writing its right to
act as such. If such designation is deemed exclusive, the right of the
Distributor under this Agreement to sell the Class A Shares in the areas
so designated shall terminate, but this Agreement shall remain otherwise
in full effect until terminated in accordance with the other provisions
hereof.
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b. The exclusive rights granted to the Distributor to purchase Class
A Shares from the Fund shall not apply to Class A Shares issued in
connection with the merger or consolidation of any other investment
company or personal holding company with the Fund or the Fund's
acquisition by purchase or otherwise of all (or substantially all) the
assets or the outstanding Class A shares of any such company.
c. Such exclusive rights also shall not apply to Class A Shares
issued by the Fund pursuant to reinvestment of dividends or capital gains
distributions.
d. Such exclusive rights also shall not apply to Class A Shares
issued by the Fund pursuant to any conversion, exchange or reinstatement
privilege afforded redeeming shareholders or to any other Class A Shares
as shall be agreed between the Fund and the Distributor from time to time.
Section 3. Purchase of Class A Shares from the Fund.
a. Prior to the continuous offering of the Class A Shares,
commencing on a date agreed upon by the Fund and the Distributor, it is
contemplated that the Distributor will solicit subscriptions for Class A
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.
b. After the Fund commences operations, the Fund will commence an
offering of Class A Shares and thereafter the Distributor shall have the
right to buy from the Fund the Class A Shares needed, but not more than
the Class A Shares needed (except for clerical errors in transmission) to
fill unconditional orders for Class A Shares placed with the Distributor
by eligible investors or securities dealers. Investors eligible to
purchase Class A Shares shall be those persons so identified in the
currently effective prospectus and statement of additional information of
the Fund (the "prospectus" and "statement of additional information,"
respectively) under the Securities Act of 1933, as amended (the
"Securities Act"), relating to such Class A Shares. The price that the
Distributor shall pay for the Class A Shares so purchased from the Fund
shall be the net asset value, determined as set forth in Section 3(e)
hereof, used in determining the public offering price on which such orders
were based.
c. The Class A Shares are to be resold by the Distributor to
investors at the public offering price, as set forth in Section 3(d)
hereof, or to securities dealers having agreements with the Distributor
upon the terms and conditions set forth in Section 7 hereof.
d. The public offering price(s) of the Class A Shares, i.e., the
price per share at which the Distributor or selected dealers may sell
Class A Shares to the public shall be the public offering price as set
forth in the prospectus and statement of additional information relating
to such Class A Shares, but not to exceed the net asset value at which the
Distributor is to purchase the Class A Shares, plus a sales charge not to
exceed 5.25% of the public offering price (5.54% of the net amount
invested), subject to
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reductions for volume purchases. Class A Shares may be sold to certain
Directors, officers and employees of the Fund, directors and employees of
Xxxxxxx Xxxxx & Co., Inc. and its subsidiaries, and to certain other
persons described in the prospectus and statement of additional
information, without a sales charge or at a reduced sales charge, upon
terms and conditions set forth in the prospectus and statement of
additional information. If the public offering price does not equal an
even cent, the public offering price may be adjusted to the nearest cent.
All payments to the Fund hereunder shall be made in the manner set forth
in Section 3(g).
e. The net asset value of the Class A Shares shall be determined by
the Fund or any agent of the Fund in accordance with the method set forth
in the Fund's prospectus and statement of additional information and
guidelines established by the Directors. f. The Fund shall have the right
to suspend the sale of Class A Shares at times when redemption is
suspended pursuant to the conditions set forth in Section 4(b) hereof. The
Fund shall also have the right to suspend the sale of Class A Shares if
trading on the New York Stock Exchange shall have been suspended, if a
banking moratorium shall have been declared by Federal or New York
authorities, or if there shall have been some other event that, in the
judgment of the Fund, makes it impracticable or inadvisable to sell the
Class A Shares.
f. The Fund, or any agent of the Fund designated in writing by the
Fund, shall be promptly advised of all purchase orders for Class A 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
Class A Shares from eligible investors. The Fund (or its agent) will
confirm orders upon their receipt, will make appropriate book entries and,
upon receipt by the Fund (or its agent) of payment therefor, will deliver
deposit receipts or certificates for such Class A Shares pursuant to the
instructions of the Distributor. Payment shall be made to the Fund in New
York Clearing House funds. The Distributor agrees to cause such payment
and such instructions to be delivered promptly to the Fund (or its agent).
Section 4. Repurchase or Redemption of Class A Shares by the Fund.
a. Any of the outstanding Class A Shares may be tendered for
redemption at any time, and the Fund agrees to repurchase or redeem the
Class A Shares so tendered in accordance with its obligations as set forth
in Article VI of the Fund's Articles of Incorporation, as amended from
time to time, and in accordance with the applicable provisions set forth
in the Fund's prospectus and statement of additional information. The
price to be paid to redeem or repurchase the Class A Shares shall be equal
to the net asset value calculated in accordance with the provisions of
Section 3(e) hereof, less any contingent deferred sales charge ("CDSC"),
redemption fee or other charge(s), if any, set forth in the prospectus and
statement of additional information relating to the Fund. All payments by
the Fund hereunder shall be made in the manner set forth below. The
redemption or repurchase by the Fund of any of the Class A Shares
purchased by or through the Distributor will not affect the sales charge
secured by the Distributor or any selected dealer in the course of the
original sale, except that if any Class A Shares are tendered for
redemption or repurchase within seven business days after the date of the
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confirmation of the original purchase, the right to the sales charge shall
be forfeited by the Distributor and the selected dealer that sold such
Class A Shares.
The Fund shall pay the total amount of the redemption price as defined in
the above paragraph pursuant to the instructions of the Distributor in New York
Clearing House funds on or before the seventh business day subsequent to its
having received the notice of redemption in proper form. The proceeds of any
redemption of Class A Shares shall be paid by the Fund 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 provisions of the prospectus and statement of additional
information.
b. Redemption of Class A Shares or payment may be suspended at times
when the New York Stock Exchange is closed, when trading on said Exchange
is suspended, when trading on said Exchange is restricted, when an
emergency exists as a result of which disposal by the Fund of securities
owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of the net assets
of the Fund, or during any other period when the Securities and Exchange
Commission, by order, so permits.
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Section 5. Duties of the Fund.
a. The Fund shall furnish to the Distributor copies of all
information, financial statements and other papers that the Distributor
may reasonably request for use in connection with the distribution of
Class A Shares, and this shall include, upon request by the Distributor,
one certified copy of all financial statements prepared for the Fund by
independent public accountants. The Fund shall make available to the
Distributor such number of copies of the Fund's prospectus and statement
of additional information as the Distributor shall reasonably request.
b. The Fund shall take, from time to time, but subject to any
necessary approval of the Fund's Class A shareholders, all necessary
action to fix the number of authorized Class A Shares and such steps as
may be necessary to register the same under the Securities Act to the end
that there will be available for sale such number of Class A Shares as the
Distributor may reasonably be expected to sell.
c. The Fund shall use its best efforts to qualify and maintain the
qualification of an appropriate number of the Class A Shares for sale
under the securities laws of such states as the Distributor and the Fund
may approve. Any such qualification may be withheld, terminated or
withdrawn by the Fund at any time in its discretion. As provided in
Section 8(c) hereof, the expense of qualification and maintenance of
qualification shall be borne by the Fund. The Distributor shall furnish
such information and other material relating to its affairs and activities
as may be required by the Fund in connection with such qualification.
d. The Fund will furnish, in reasonable quantities upon request by
the Distributor, copies of the Fund's annual and interim reports.
Section 6. Duties of the Distributor.
a. The Distributor shall devote reasonable time and effort to effect
sales of Class A Shares but shall not be obligated to sell any specific
number of Class A Shares. The services of the Distributor to the Fund
hereunder are not to be deemed exclusive and nothing herein contained
shall prevent the Distributor from entering into like arrangements with
other investment companies so long as the performance of its obligations
hereunder is not impaired thereby.
b. In selling the Class A Shares, the Distributor shall use its best
efforts in all respects duly to conform with the requirements of all
Federal and state laws relating to the sale of such securities. Neither
the Distributor nor any selected dealer, as defined in Section 7 hereof,
nor any other person is authorized by the Fund to give any information or
to make any representations, other than those contained in the
registration statement or related prospectus and statement of additional
information and any sales literature specifically approved by the Fund.
c. The Distributor shall adopt and follow procedures, as approved by
the officers of the Fund, for the confirmation of sales to investors and
selected dealers, the collection of amounts payable by investors and
selected dealers on such sales, and the
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cancellation of unsettled transactions, as may be necessary to comply with
the requirements of the National Association of Securities Dealers, Inc.
(the "NASD"), as such requirements may from time to time exist.
Section 7. Selected Dealer Agreements.
a. The Distributor shall have the right to enter into selected
dealer agreements with securities dealers of its choice ("selected
dealers") for the sale of Class A Shares and fix therein the portion of
the sales charge that may be allocated to the selected dealers; provided,
that the Fund shall approve the forms of agreements with dealers and the
dealer compensation set forth therein. Class A Shares sold to selected
dealers shall be for resale by such dealers only at the public offering
price(s) set forth in the prospectus and statement of additional
information. The form of agreement with selected dealers to be used during
the subscription period described in Section 3(a) is attached hereto as
Exhibit A and the initial form of agreement with selected dealers to be
used in the continuous offering of the Class A Shares is attached hereto
as Exhibit B.
b. Within the United States, the Distributor shall offer and sell
Class A Shares only to such selected dealers as are members in good
standing of the NASD.
Section 8. Payment of Expenses.
a. The Fund shall bear all costs and expenses of the Fund, as
incurred, including fees and disbursements of its counsel and auditors, in
connection with the preparation and filing of any required registration
statements and/or prospectuses and statements of additional information
under the Investment Company Act, the Securities Act, and all amendments
and supplements thereto, and preparing and mailing annual and interim
reports and proxy materials to Class A shareholders. (including but not
limited to the expense of setting in type any such registration
statements, prospectuses, statements of additional information, annual or
interim reports or proxy materials).
b. The Distributor shall be responsible for any payments made to
selected dealers as reimbursement for their expenses associated with
payments of sales commissions to financial consultants. In addition, after
the prospectuses, statements of additional information and annual and
interim reports have been prepared and set in type, the Distributor shall
bear the costs and expenses of printing and distributing any copies
thereof to be used in connection with the offering of Class A Shares to
selected dealers or investors pursuant to this Agreement. The Distributor
shall bear the costs and expenses of preparing, printing and distributing
any other literature used by the Distributor or furnished by it for use by
selected dealers in connection with the offering of the Class A Shares for
sale to the public and any expenses of advertising incurred by the
Distributor in connection with such offering.
c. The Fund shall bear the cost and expenses of qualification of the
Class A Shares for sale pursuant to this Agreement and, if necessary or
advisable in connection therewith, of qualifying the Fund as a broker or
dealer in such states of the United States or other jurisdictions as shall
be selected by the Fund and the Distributor pursuant to
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Section 5(c) hereof and the cost and expenses payable to each such state
for continuing qualification therein until the Fund decides to discontinue
such qualification pursuant to Section 5(c) hereof.
Section 9. Indemnification.
a. The Fund shall indemnify and hold harmless the Distributor and
each person, if any, who controls the Distributor against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damage or
expense and reasonable counsel fees incurred in connection therewith), as
incurred, arising by reason of any person acquiring any Class A Shares,
which may be based upon the Securities Act, or on any other statute or at
common law, on the ground that the registration statement or related
prospectus and statement of additional information, as from time to time
amended and supplemented, or an annual or interim report to the Fund's
Class A shareholders, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading, unless such
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Fund in connection therewith by or on behalf
of the Distributor; provided, however, that in no case (i) is the
indemnity of the Fund in favor of the Distributor and any such controlling
persons to be deemed to protect such Distributor or any such controlling
persons thereof against any liability to the Fund or its security holders
to which the Distributor or any such controlling persons would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence
in the performance of their duties or by reason of the reckless disregard
of their 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 the Distributor or any such
controlling persons, unless the Distributor or such controlling persons,
as the case may be, shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any
designated agent), but failure to notify the Fund of any such claim shall
not relieve it from any liability that it may have to the person against
whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. The Fund will be entitled to
participate at its own expense in the defense or, if it so elects, to
assume the defense of any suit brought to enforce any such liability, but
if the Fund elects to assume the defense, such defense shall be conducted
by counsel chosen by it and satisfactory to the Distributor or such
controlling person or persons, defendant or defendants in the suit. In the
event the Fund elects to assume the defense of any such suit and retain
such counsel, the Distributor or such controlling person or persons,
defendant or defendants in the suit shall bear the fees and expenses, as
incurred, of any additional counsel retained by them, but in case the Fund
does not elect to assume the defense of any such suit, it will reimburse
the Distributor or such controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses, as incurred,
of any counsel retained by them. The Fund shall promptly notify the
Distributor of the commencement of any litigation or proceedings against
it or any of its officers or Directors in connection with the issuance or
sale of any of the Class A Shares.
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b. The Distributor shall indemnify and hold harmless the Fund and
each of its Directors and officers, and each person, if any, who controls
the Fund against any loss, liability, claim, damage or expense, as
incurred, described in the foregoing indemnity contained in subsection (a)
of this Section, but only with respect to statements or omissions made in
reliance upon, and in conformity with, information furnished to the Fund
in writing by or on behalf of the Distributor for use in connection with
the registration statement or related prospectus and statement of
additional information, as from time to time amended, or the annual or
interim reports to Class A shareholders. In case any action shall be
brought against the Fund or any person so indemnified, in respect of which
indemnity may be sought against the Distributor, the Distributor shall
have the rights and duties given to the Fund, and the Fund and each person
so indemnified shall have the rights and duties given to the Distributor
by the provisions of subsection (a) of this Section 9.
Section 10. Xxxxxxx Xxxxx Mutual Fund Advisor Program. In connection with
the Xxxxxxx Xxxxx Mutual Fund Advisor (Xxxxxxx Xxxxx MFA (sm)) Program, the
Distributor and its affiliate, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, are authorized to offer and sell shares of the Fund, as agent for
the Fund, to participants in such program. The terms of this Agreement shall
apply to such sales, including terms as to the offering price of Class A 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.
Section 11. Duration and Termination of this Agreement. This Agreement
shall become effective as of the date first above written and shall remain in
force for two years and thereafter, but only for so long as such continuance is
specifically approved at least annually by (i) the Directors or by the vote of a
majority of the outstanding Class A voting securities of the Fund and (ii) by
the vote of a majority of those Directors who are not parties to this Agreement
or interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Directors or by vote of a majority of the outstanding Class A
voting securities of the Fund, or by the Distributor, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
Section 12. Amendments of this Agreement. This Agreement may be amended by
the parties only if such amendment is specifically approved by (i) the Directors
or by the vote of a majority of outstanding Class A voting securities of the
Fund and (ii) by the vote of a majority of those Directors who are not parties
to this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
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Section 13. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New York as at the
time in effect and the applicable provisions of the Investment Company Act. To
the extent that the applicable law of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
(signature)
Name: Xxxxx X. Xxxxx
---------------------------------
Title: President
--------------------------------
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
(signature)
Name: Xxxxxxx X. Xxxxx
---------------------------------
Title: Vice President and Treasurer
--------------------------------
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Exhibit A
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC.
CLASS A SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT FOR SUBSCRIPTION PERIOD
Ladies and Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, a division of Princeton Funds
Distributor, Inc. (the "Distributor") has an agreement with Xxxxxxx Xxxxx Global
Financial Services Fund, Inc., a Maryland corporation (the "Fund"), pursuant to
which it acts as the distributor for the sale of Class A shares of common stock
of the Fund, par value $.10 per share (herein referred to as "Class A Shares")
and as such has the right to distribute Class A Shares for resale. The Fund is
an open-end investment company registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and the Class A Shares are
registered under the Securities Act of 1933, as amended (the "Securities Act").
The Class A Shares and certain of the terms on which they are being offered are
more fully described in the enclosed Prospectus and Statement of Additional
Information. You have received a copy of the Class A Shares Distribution
Agreement (the "Distribution Agreement") between ourselves and the Fund and
reference is made herein to certain provisions of such Distribution Agreement.
This Agreement relates solely to the subscription period described in Section
3(a) of such Distribution Agreement. Subject to the foregoing, as principal, we
offer to sell to you, as a member of the Selected Dealers Group, Class A Shares
for resale to investors identified in the Prospectus and Statement of Additional
Information as eligible to purchase Class A Shares ("eligible investors") upon
the following terms and conditions:
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1. The subscription period referred to in Section 3(a) of the Distribution
Agreement will continue through ___________________________. The subscription
period may be extended upon agreement between the Fund and the Distributor.
Subject to the provisions of such Section and the conditions contained herein,
we will sell to you on the third business day following the termination of the
subscription period, or such other date as we may advise (the "Closing Date"),
such number of Class A Shares as to which you have placed orders with us not
later than 5:00 P.M. on the second full business day preceding the Closing Date.
2. In all sales of these Class A Shares to eligible investors, you shall
act as dealer for your own account, and in no transaction shall you have any
authority to act as agent for the Fund, for us or for any other member of the
Selected Dealers Group, except in connection with the Xxxxxxx Xxxxx Mutual Fund
Advisor (Xxxxxxx Xxxxx MFA (sm)) Program and such other special programs as we
from time to time agree, in which case you shall have authority to offer and
sell Class A Shares, as agent for the Fund, to participants in such program.
3. Except as provided in Paragraph 4, below, the public offering prices,
sales charges and the related Selected Dealers' concession are as follows:
Subscription Period
Sales Charge Securities Dealers' Concession
------------ ------------------------------
Percentage*
of Public Percentage*
Public Dollar Offering of Public
Offering Price Amount Price Dollar Amount Offering Price
-------------- ------ ----- ------------- --------------
Less than $25,000 $10.554 $.554 5.25% $.554 5.25%
$25,000 but less than $50,000 10.499 .449 4.75 .499 4.75
$50,000 but less than $100,000 10.417 .417 4.00 .417 4.00
$100,000 but less than $250,000 10.309 .309 3.00 .309 3.00
$250,000 but less than $1,000,000 10.204 .204 2.00 .204 2.00
$1,000,000 and over** 10.000 .000 0.00 .000 0.00
----------------------
* Rounded to the nearest one-hundredth percent.
** Initial sales charges may be waived for certain classes of offers as set
forth in the Prospectus and Statement of Additional Information of the Fund.
Such purchases may be subject to a contingent deferred sales charge as set forth
in the Prospectus and Statement of Additional Information.
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The proceeds per Class A Share to the Fund from the sale of all shares sold
during the subscription period will be $10.00.
The term "purchase" refers to a single purchase by an individual, or to
concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his spouse and their children under the
age of 21 years purchasing Class A Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class A Shares for a
single trust estate or single fiduciary account although more than one
beneficiary is involved. The term "purchase" also includes purchases by any
"company" as that term is defined in the Investment Company Act, but does not
include purchases by any such company that has not been in existence for at
least six months or has no purpose other than the purchase of Class A Shares or
shares of the registered investment companies at a discount; provided, however,
that it shall not include purchases by any group of individuals whose sole
organizational nexus is that the participants therein are credit cardholders of
a company, policyholders of an insurance company, customers of either a bank or
broker-dealer or clients of an investment adviser.
The reduced sales charges are applicable through a right of accumulation
under which certain eligible investors are permitted to purchase Class A Shares
at the offering price applicable to the total of (a) the dollar amount then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of the Class A,
Class B, Class C and Class D shares of the Fund and of any other open-end
investment company advised by Xxxxxxx Xxxxx Asset Management, L.P., or Fund
Asset Management, L.P. (together, "MLAM-advised mutual funds"). For any such
right of accumulation to be made available, the Distributor must be provided at
the time of purchase, by the purchaser or you, with sufficient information to
permit confirmation of qualification, and acceptance of the purchase order is
subject to such confirmation.
The reduced sales charges are applicable to purchases aggregating $25,000
or more of Class A or of Class D shares or of shares of any other MLAM-advised
mutual fund made through you within a thirteen-month period starting with the
first purchase pursuant to a Letter of Intent in the form provided in the
Prospectus. A purchase not originally made pursuant to a Letter of Intent may be
included under a subsequent letter executed within 90 days of such purchase if
the Distributor is informed in writing of this intent within such 90-day period.
If the intended amount of shares is not purchased within the thirteen-month
period, an appropriate price adjustment will be made pursuant to the terms of
the Letter of Intent.
You agree to advise us promptly at our request as to amounts of any sales
made by you to eligible investors qualifying for reduced sales charges. Further
information as to the reduced sales charges pursuant to the right of
accumulation or a Letter of Intent is set forth in the Prospectus and Statement
of Additional Information.
4. You shall not place orders for any of the Class A Shares unless you
have already received purchase orders for such Class A Shares at the applicable
public offering prices and subject to the terms hereof and of the Distribution
Agreement. All orders are subject to acceptance by the Distributor or the Fund
in the sole discretion of either. The minimum initial and subsequent purchase
requirements are as set forth in the Prospectus, as amended from time to time.
You agree that you will not offer or sell any of the Class A Shares except under
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circumstances that will result in compliance with the applicable Federal and
state securities laws and that in connection with sales and offers to sell Class
A Shares you will furnish to each person to whom any such sale or offer is made
a copy of the Prospectus and, if requested, the Statement of Additional
Information (as then amended or supplemented) within three business days of
receipt of request and will not furnish to any person any information relating
to the Class A Shares that is inconsistent in any respect with the information
contained in the Prospectus and Statement of Additional Information (as then
amended or supplemented) or cause any advertisement to be published in any
newspaper or posted in any public place without our consent and the consent of
the Fund.
5. All Class A Shares purchased by Selected Dealers will be delivered in
the first instance at a settlement price computed on the basis of all sales
having been made in a purchase (as such term is defined above) involving a
public offering price of less than $25,000. All sales to you will be deemed to
have been made in such a transaction unless within 30 days after the Closing
Date you furnish to us, on forms supplied by us for the purpose, a statement
acceptable to us setting forth sales in purchases involving a public offering
price of $25,000 or more, in which case we will compute such Selected Dealers'
concessions on the basis of the information set forth in such statement.
6. Payment for Class A Shares purchased by you is to be made by certified
or official bank check at the office of Xxxxxxx Xxxxx Funds Distributor, a
division of Princeton Funds Distributor, Inc., X.X. Xxx 0000, Xxxxxxxxx, Xxx
Xxxxxx 00000-0000, on such date as we may advise, in New York Clearing House
funds payable to the order of Xxxxxxx Xxxxx Funds Distributor, a division of
Princeton Funds Distributor, Inc., or by federal funds wire transfer, against
delivery by us of non-negotiable share deposit receipts ("Receipts") issued by
Financial Data Services, Inc., as shareholder servicing agent, acknowledging the
deposit with it of the Class A Shares so purchased by you. You agree that as
promptly as practicable after the delivery of such Class A Shares you will issue
appropriate written transfer instructions to the Fund or to the shareholder
servicing agent as to the purchasers to whom you sold the Class A Shares.
7. If any Class A Shares sold to you under the terms of this Agreement are
repurchased by the Fund or by us for the account of the Fund or are tendered for
redemption within seven business days after the Closing Date, it is agreed that
you shall forfeit your right to, and refund to us, any discount received by you
on such Class A Shares.
8. No person is authorized to make any representations concerning Class A
Shares except those contained in the current Prospectus and Statement of
Additional Information of the Fund and in such printed information subsequently
issued by us or the Fund as information supplemental to such Prospectus and
Statement of Additional Information. In purchasing Class A Shares through us you
shall rely solely on the representations contained in the Prospectus and
Statement of Additional Information and supplemental information above
mentioned. Any printed information that we furnish you other than the Fund's
Prospectus and Statement of Additional Information, periodic reports and proxy
solicitation material are our sole responsibility and not the responsibility of
the Fund, and you agree that the Fund shall have no liability or responsibility
to you in these respects unless expressly assumed in connection therewith.
4
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9. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus at or prior to the time of offering or
sale and, if requested, the Statement of Additional Information within three
business days of receipt of request, and you agree thereafter to deliver to such
purchasers copies of the annual and interim reports and proxy solicitation
materials of the Fund. You further agree to endeavor to obtain proxies from such
purchasers. Additional copies of the Prospectus and Statement of Additional
Information, annual or interim reports and proxy solicitation materials of the
Fund will be supplied to you in reasonable quantities upon request.
10. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class A Shares entirely. Each party hereto has
the right to cancel this Agreement upon notice to the other party.
11. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the subscription offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act, or of the rules and regulations of the Securities and
Exchange Commission issued thereunder.
12. You represent that you are a member of the National Association of
Securities Dealers, Inc. and, with respect to any sales in the United States, we
both hereby agree to abide by the Conduct Rules of such Association.
13. Upon application to us, we will inform you as to the states in which
we believe the Class A Shares have been qualified for sale under, or are exempt
from the requirements of, the respective securities laws of such states, but we
assume no responsibility or obligation as to your right to sell Class A Shares
in any jurisdiction. We will file with the Department of State in New York and
State of New Jersey a Further State Notice with respect to the Class A Shares,
if necessary.
14. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
15. You agree that you will not sell any Class A Shares to any account
over which you exercise discretionary authority.
16. This Agreement shall terminate at the close of business on the Closing
Date, unless earlier terminated, provided, however, this Agreement shall
continue after termination for the purpose of Section 7 hereof and for the
purpose of settlement of accounts hereunder.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
(signature)
Name: Xxxxxxx X. Xxxxx
--------------------------------------
5
15
Title: Vice President and Treasurer
--------------------------------
Please return one signed copy of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc.
-------------------------------------------
(Name of Dealer Firm)
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
(signature)
Name: Xxxxxx X. Xxxxxx
-----------------------------------------
Title: First Vice President
----------------------------------------
6
16
Exhibit B
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC.
CLASS A SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, a division of Princeton Funds
Distributor, Inc. (the "Distributor") has an agreement with Xxxxxxx Xxxxx Global
Financial Services Fund, Inc., a Maryland corporation (the "Fund"), pursuant to
which it acts as the distributor for the sale of Class A shares of common stock
of the Fund, par value $.10 per share (herein referred to as "Class A Shares"),
and as such has the right to distribute Class A Shares for resale. The Fund is
an open-end investment company registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and the Class A Shares are
registered under the Securities Act of 1933, as amended (the "Securities Act").
You have received a copy of the Class A Shares Distribution Agreement (the
"Distribution Agreement") between ourselves and the Fund and reference is made
herein to certain provisions of such Distribution Agreement. The terms
"Prospectus" and "Statement of Additional Information" used herein refer to the
prospectus and statement of additional information, respectively, on file with
the Securities and Exchange Commission (the "Commission") which is part of the
most recent effective registration statement pursuant to the Securities Act. We
offer to sell to you, as a member of the Selected Dealers Group, Class A Shares
for resale to investors identified in the Prospectus and Statement of Additional
Information as eligible to purchase Class A Shares ("eligible investors") upon
the following terms and conditions:
1. In all sales of Class A Shares to eligible investors, you shall act as
dealer for your own account and in no transaction shall you have any authority
to act as agent for the Fund, for us or for any other member of the Selected
Dealers Group, except in connection with the Xxxxxxx Xxxxx Mutual Fund Advisor
(Xxxxxxx Xxxxx MFA (sm)) Program and such other special programs as we from time
to time agree, in which case you shall have authority to offer and sell Class A
Shares, as agent for the Fund, to participants in such program.
2. Orders received from you will be accepted through us only at the public
offering price applicable to each order, as set forth in the current Prospectus
and Statement of Additional Information of the Fund. The procedure relating to
the handling of orders shall be subject to Section 5 hereof and instructions
that we or the Fund shall forward from time to time to you. All orders are
subject to acceptance or rejection by the Distributor or the Fund in the sole
discretion of either. The minimum initial and subsequent purchase requirements
are as set forth in the current Prospectus and Statement of Additional
Information of the Fund.
3. The sales charges for sales to eligible investors, computed as
percentages of the public offering price and the amount invested, and the
related discount to Selected Dealers are as follows:
17
Sales Charge as Sales Charge as Discount of
Percentage of Percentage of Selected
Amount of Purchase the Offering the Net Amount Dealers as
Price Invested Percentage of
the Offering Price
Less than $25,0000 5.25% 5.54% 5.00%
$25,000 but less than $50,000 4.75% 4.99 4.50
$50,000 but less than $100,000 4.00 4.17 3.75
$100,000 but less than 3.00 3.09 2.75
$250,000
$250,000 but less than 2.00 2.04 1.80
$1,000,000
$1,000,000 and over* 0.00 0.00 0.00
*Rounded to the nearest one-hundredth percent
** Initial sales charges may be waived for certain classes of offerees as set
forth in the current Prospectus and Statement of Additional Information of the
Fund. Such purchases may be subject to a contingent deferred sales charge as set
forth in the current Prospectus and Statement of Additional Information.
The term "purchase" refers to a single purchase by an individual, or
to concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his spouse and their children under the
age of 21 years purchasing Class A Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class A Shares for a
single trust estate or single fiduciary account although more than one
beneficiary is involved. The term "purchase" also includes purchases by any
"company" as that term is defined in the Investment Company Act but does not
include purchases by any such company that has not been in existence for at
least six months or which has no purpose other than the purchase of Class A
Shares of the Fund or Class A shares of other registered investment companies at
a discount; provided, however, that it shall not include purchases by any group
of individuals whose sole organizational nexus is that the participants therein
are credit cardholders of a company, policyholders of an insurance company,
customers of either a bank or broker-dealer or clients of an investment adviser.
The reduced sales charges are applicable through a right of
accumulation under which certain eligible investors are permitted to purchase
Class A Shares at the offering price applicable to the total of (a) the dollar
amount then being purchased plus (b) an amount equal to the then current net
asset value or cost, whichever is higher, of the purchaser's combined holdings
of Class A, Class B, Class C and Class D shares of the Fund and of any other
open-end investment company advised by Xxxxxxx Xxxxx Asset Management, L.P. or
Fund Asset Management, L.P. (together "MLAM-advised mutual funds). For any such
right of accumulation to be made available, the Distributor must be provided at
the time of purchase, by
18
the purchaser or you, with sufficient information to permit confirmation of
qualification, and acceptance of the purchase order is subject to such
confirmation.
The reduced sales charges are applicable to purchases aggregating
$25,000 or more of Class A or of Class D shares made through you within a
thirteen-month period starting with the first purchase pursuant to a Letter of
Intent in the form provided in the Prospectus. A purchase not originally made
pursuant to a Letter of Intent may be included under a subsequent letter
executed within 90 days of such purchase if the Distributor is informed in
writing of this intent within such 90-day period. If the intended amount of
shares is not purchased within the thirteen-month period, an appropriate price
adjustment will be made pursuant to the terms of the Letter of Intent.
You agree to advise us promptly at our request as to amounts of any
sales made by you to eligible investors qualifying for reduced sales charges.
Further information as to the reduced sales charges pursuant to the right of
accumulation or a Letter of Intent is set forth in the Prospectus and Statement
of Additional Information.
4. You shall not place orders for any of the Class A Shares unless you
have already received purchase orders for such Class A Shares at the applicable
public offering prices and subject to the terms hereof and of the Distribution
Agreement. You agree that you will not offer or sell any of the Class A Shares
except under circumstances that will result in compliance with the applicable
Federal and state securities laws and that in connection with sales and offers
to sell Class A Shares you will furnish to each person to whom any such sale or
offer is made a copy of the Prospectus and, if requested, the Statement of
Additional Information (as then amended or supplemented) within three business
days of receipt of request and will not furnish to any person any information
relating to the Class A Shares that is inconsistent in any respect with the
information contained in the Prospectus and Statement of Additional Information
(as then amended or supplemented) or cause any advertisement to be published in
any newspaper or posted in any public place without our consent and the consent
of the Fund.
5. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Fund for Class A Shares to be resold by us to you subject to
the applicable terms and conditions governing the placement of orders by us set
forth in Section 3 of the Distribution Agreement and subject to the compensation
provisions of Section 3 hereof and (ii) to tender Class A Shares directly to the
Fund or its agent for redemption subject to the applicable terms and conditions
set forth in Section 4 of the Distribution Agreement.
6. You shall not withhold placing orders received from your customers so
as to profit yourself as a result of such withholding, e.g., by a change in the
"net asset value" from that used in determining the offering price to your
customers.
7. If any Class A Shares sold to you under the terms of this Agreement are
repurchased by the Fund or by us for the account of the Fund or are tendered for
redemption within seven business days after the date of the confirmation of the
original purchase by you, it is agreed that you shall forfeit your right to, and
refund to us, any discount received by you on such Class A Shares.
3
19
8. No person is authorized to make any representations concerning Class A
Shares except those contained in the current Prospectus and Statement of
Additional Information of the Fund and in such printed information subsequently
issued by us or the Fund as information supplemental to such Prospectus and
Statement of Additional Information. In purchasing Class A Shares through us you
shall rely solely on the representations contained in the Prospectus and
Statement of Additional Information and supplemental information above
mentioned. Any printed information that we furnish you other than the Fund's
Prospectus, Statement of Additional Information, periodic reports and proxy
solicitation material is our sole responsibility and not the responsibility of
the Fund, and you agree that the Fund shall have no liability or responsibility
to you in these respects unless expressly assumed in connection therewith.
9. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus at or prior to the time of offering or
sale and, if requested, the Statement of Additional Information within three
business days of receipt of request, and you agree thereafter to deliver to such
purchasers copies of the annual and interim reports and proxy solicitation
materials of the Fund. You further agree to endeavor to obtain proxies from such
purchasers. Additional copies of the Prospectus and Statement of Additional
Information, annual or interim reports and proxy solicitation materials of the
Fund will be supplied to you in reasonable quantities upon request.
10. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class A Shares entirely or to certain persons
or entities in a class or classes specified by us. Each party hereto has the
right to cancel this agreement upon notice to the other party.
11. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the continuous offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act, or of the rules and regulations of the Commission issued
thereunder.
12. You represent that you are a member of the National Association of
Securities Dealers, Inc. and, with respect to any sales in the United States, we
both hereby agree to abide by the Conduct Rules of such Association.
13. Upon application to us, we will inform you as to the states in which
we believe the Class A Shares have been qualified for sale under, or are exempt
from the requirements of, the respective securities laws of such states, but we
assume no responsibility or obligation as to your right to sell Class A Shares
in any jurisdiction. We will file with the Department of State in New York or
State of New Jersey a Further State Notice with respect to the Class A Shares,
if necessary.
14. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below
4
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15. Your first order placed pursuant to this Agreement for the purchase of
Class A Shares will represent your acceptance of this Agreement
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a divisions of
PRINCETON FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(signature)
Name: Xxxxxxx X. Xxxxx
-----------------------------------------
Title: Vice President and Treasurer
----------------------------------------
Please return one signed copy
of this agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc.
--------------------------------------------
(Name of Dealer Firm)
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
(signature)
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: First Vice President
---------------------------------
5
