Exhibit 5(k)
MERCURY U.S. GOVERNMENT BOND FUND
OF
THE ASSET PROGRAM, INC.
CLASS B SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of the _______ of _______, 2000, between THE ASSET
PROGRAM, INC., a Maryland corporation (the "Program"), on behalf of its series
MERCURY U.S. GOVERNMENT BOND FUND (the "Fund"), and PRINCETON FUNDS DISTRIBUTOR,
INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H :
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WHEREAS, the Directors of the Program (the "Directors") are authorized to
establish separate series relating to separate portfolios of securities, each of
which may offer separate classes of shares of common stock, par value $0.10 per
share; and
WHEREAS, the Directors have established and designated the Fund as a series
of the Program, offering separate classes of shares of common stock, as
described above; and
WHEREAS, the Program 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 Program and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of the Class B shares of
common stock of the Fund.
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Program hereby appoints the
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Distributor as the principal underwriter and distributor of the Program to sell
Class B shares of common stock of the Fund (sometimes herein referred to as
"Class B shares") to the public and hereby agrees during the term of this
Agreement to sell shares of the Fund to the Distributor upon the terms and
conditions herein set forth.
Section 2. Exclusive Nature of Duties. The Distributor shall be the
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exclusive representative of the Program to act as principal underwriter and
distributor of Class B shares of the Fund, except that:
(a) The Program may, upon written notice to the Distributor, from time
to time designate other principal underwriters and distributors of Class B
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 Class B 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.
(b) The exclusive right granted to the Distributor to purchase Class B
shares from the Program shall not apply to Class B shares of the Fund issued in
connection with the merger or consolidation of any other investment company or
personal holding company with the Program or the acquisition by purchase or
otherwise of all (or substantially all) the assets or the outstanding Class B
shares of any such company by the Program.
(c) Such exclusive right also shall not apply to Class B shares issued
by the Fund pursuant to reinvestment of dividends or capital gains
distributions.
(d) Such exclusive right also shall not apply to Class B shares issued
by the Fund pursuant to any conversion, exchange or reinstatement privilege
afforded redeeming shareholders or to any other Class B shares as shall be
agreed between the Program and the Distributor from time to time.
Section 3. Purchase of Class B Shares from the Program.
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(a) During the continuous offering of Class B shares of the Fund, the
Distributor shall have the right to buy from the Program the Class B shares
needed, but not more than the Class B shares needed (except for clerical errors
in transmission) to fill unconditional orders for Class B shares of the Fund
placed with the Distributor by eligible investors or securities dealers.
Investors eligible to purchase Class B shares shall be those persons so
identified in the currently effective prospectus and statement of additional
information relating to 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 B shares. The price which the
Distributor shall pay for the Class B shares so purchased from the Program shall
be the net asset value, determined as set forth in Section 3(c) hereof.
(b) The Class B shares are to be resold by the Distributor to
investors at net asset value, as set forth in Section 3(c) hereof, or to
securities dealers having agreements with the Distributor upon the terms and
conditions set forth in Section 7 hereof.
(c) The net asset value of Class B shares of the Fund shall be
determined by the Program or any agent of the Program in accordance with the
method set forth in the prospectus and statement of additional information and
guidelines established by the Board of Directors.
(d) The Program shall have the right to suspend the sale of the Class
B shares at times when redemption is suspended pursuant to the conditions set
forth in Section 4(b) hereof. The Program shall also have the right to suspend
the sale of the Class B 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,
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which, in the judgment of the Program, makes it impracticable or inadvisable to
sell the Class B shares.
(e) The Program, or any agent of the Program designated in writing by
the Program, shall be promptly advised of all purchase orders for Class B shares
received by the Distributor. Any order may be rejected by the Program; provided,
however, that the Program will not arbitrarily or without reasonable cause
refuse to accept or confirm orders for the purchase of Class B shares. The
Program (or its agent) will confirm orders upon their receipt, will make
appropriate book entries and, upon receipt by the Program (or its agent) of
payment therefor, will deliver deposit receipts or certificates for such Class B
shares pursuant to the instructions of the Distributor. Payment shall be made to
the Program by wire transfer of immediately available funds. The Distributor
agrees to cause such payment and such instructions to be delivered promptly to
the Program (or its agent).
Section 4. Repurchase or Redemption of Class B Shares by the Program.
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(a) Any of the outstanding Class B shares may be tendered for redemption
at any time, and the Program agrees to repurchase or redeem the Class B shares
so tendered in accordance with its obligations as set forth in Article VI of its
Articles of Incorporation, as amended from time to time, and in accordance with
the applicable provisions set forth in the prospectus and statement of
additional information. The price to be paid to redeem or repurchase the Class B
shares shall be equal to the net asset value calculated in accordance with the
provisions of Section 3(c) hereof, less any contingent deferred sales charge
("CDSC"), redemption fee(s) or other charge(s), if any, set forth in the
prospectus and statement of additional information relating to the Fund. All
payments by the Program hereunder shall be made in the manner set forth below.
The Program shall pay the total amount of the redemption price as
defined in the above paragraph pursuant to the instructions of the Distributor
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 shares
shall be paid by the Program 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 B shares or payment may be suspended at times
when the New York Stock Exchange is closed, when trading on said 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 Program of securities owned by it is not reasonably practicable or it is
not reasonably practicable for the Program 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 Program.
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(a) The Program shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Class B shares
of the Fund, and this shall include, upon request by the Distributor, one
certified copy of all financial statements prepared for the Program by
independent public accountants. The Program shall make available to the
Distributor such number of copies of its prospectus and statement of additional
information relating to the Fund as the Distributor shall reasonably request.
(b) The Program shall take, from time to time, but subject to the
necessary approval of the shareholders, all necessary action to fix the number
of authorized 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 B shares as the Distributor reasonably may be expected to sell.
(c) The Program shall use its best efforts to qualify and maintain the
qualification of an appropriate number of Class B shares for sale under the
securities laws of such states as the Distributor and the Program may approve.
Any such qualification may be withheld, terminated or withdrawn by the Program
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 Program.
The Distributor shall furnish such information and other material relating to
its affairs and activities as may be required by the Program in connection with
such qualification.
(d) The Program will furnish, in reasonable quantities upon request by
the Distributor, copies of annual and interim reports relating to the Fund.
Section 6. Duties of the Distributor.
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(a) The Distributor shall devote reasonable time and effort to effect
sales of Class B shares of the Fund, but shall not be obligated to sell any
specific number of shares. The services of the Distributor to the Program
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 B shares of the Fund, 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 Program 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 Program.
(c) The Distributor shall adopt and follow procedures, as approved by
the officers of the Program, 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 cancellation of unsettled transactions, as may be
necessary to comply with the requirements of the National
4
Association of Securities Dealers, Inc. (the "NASD"), as such requirements may
from time to time exist.
Section 7. Selected Dealers Agreements.
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(a) The Distributor shall have the right to enter into selected dealers
agreements with securities dealers of its choice ("selected dealers") for the
sale of Class B shares; provided, that the Program shall approve the forms of
agreements with dealers. Class B shares sold to selected dealers shall be for
resale by such dealers only at net asset value determined as set forth in
Section 3(c) hereof. The initial form of agreement with selected dealers to be
used in the continuous offering of the shares is attached hereto as Exhibit A.
(b) Within the United States, the Distributor shall offer and sell
Class B shares only to such selected dealers that are members in good standing
of the NASD .
Section 8. Payment of Expenses.
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(a) The Program shall bear all costs and expenses of the Fund,
including fees and disbursements of 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 B
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 which are to be used in connection
with the offering of Class B 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 B shares for sale to the public and any expenses of advertising
incurred by the Distributor in connection with such offering. It is understood
and agreed that, so long as the Program's Class B Shares Distribution Plan
pursuant to Rule 12b-1 under the Investment Company Act remains in effect, any
expenses incurred by the Distributor hereunder may be paid from amounts
recovered by it from the Program under such Plan.
(c) The Program shall bear the cost and expenses of qualification of
the Class B shares for sale pursuant to this Agreement, and, if necessary or
advisable in connection therewith, of qualifying the Program as a broker or
dealer in such states of the United States or other jurisdictions as shall be
selected by the Program and the Distributor pursuant to Section 5(c) hereof and
the cost and expenses payable to each such state for continuing qualification
therein until the Program decides to discontinue such qualification pursuant to
Section 5(c) hereof.
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Section 9. Indemnification.
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(a) The Program 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 B 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 relating to the Fund, as from time to time amended and supplemented,
or an annual or interim report to Class B shareholders of the Fund, 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 Program in connection therewith by
or on behalf of the Distributor; provided, however, that in no case (i) is the
indemnity of the Program 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 Program 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 Program 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 Program
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 Program of any such claim shall not
relieve it from any liability which 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 Program 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 Program 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 Program 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 of any additional counsel retained by them, but, in case the Program
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 of any counsel retained by them.
The Program 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 B shares.
(b) The Distributor shall indemnify and hold harmless the Program and
each of its Directors and officers and each person, if any, who controls the
Program against any loss, liability, claim, damage or expense 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 Program in writing by or on behalf of the
6
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 shareholders. In case any action
shall be brought against the Program 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 Program, and the Program 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. Fee-Based Programs Offered by the Program's Investment
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Adviser or Its Affiliates. In connection with certain fee-based programs offered
-------------------------
by the Program's investment adviser or its affiliates, the Distributor and its
affiliates are authorized to offer and sell shares of the Fund, as agent for the
Program, to participants in such programs. The terms of this Agreement shall
apply to such sales, including terms as to the offering price of shares, the
proceeds to be paid to the Program, the duties of the Distributor, the payment
of expenses and indemnification obligations of the Program and the Distributor.
Section 11. Duration and Termination of this Agreement. This Agreement
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shall become effective as of the date first above written and shall remain in
force until ______ ___, 2002, and thereafter, but only 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 B 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 B
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 B 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.
Section 13. Governing Law. The provisions of this Agreement shall be
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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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE ASSET PROGRAM, INC.,
on behalf of its series, MERCURY U.S.
GOVERNMENT BOND FUND
By------------------------------------
Name:
Title:
PRINCETON FUNDS DISTRIBUTOR, INC.
By------------------------------------
Name:
Title:
8
EXHIBIT A
MERCURY U.S. GOVERNMENT BOND FUND
OF
THE ASSET PROGRAM, INC.
CLASS B SHARES OF COMMON STOCK
SELECTED DEALERS AGREEMENT
--------------------------
Ladies and Gentlemen:
Princeton Funds Distributor (the "Distributor"), has an agreement with
The Asset Program, Inc., a Maryland corporation (the "Program"), on behalf of
its series, Mercury U.S. Government Bond Fund (the "Fund") pursuant to which it
acts as the distributor for the sale of Class B shares of common stock, par
value $0.10 per share (herein referred to as "Class B shares"), of the Fund and
as such has the right to distribute Class B shares of the Fund for resale. The
Program is an open-end investment company registered under the Investment
Company Act of 1940, as amended, and its Class B shares being offered to the
public are registered under the Securities Act of 1933, as amended (the
"Securities Act"). You have received a copy of the Class B Shares Distribution
Agreement (the "Distribution Agreement") between ourselves and the Program, on
behalf of 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 B shares of the Fund upon the following
terms and conditions:
1. In all sales of these Class B shares to the public, you shall act as
dealer for your own account and in no transaction shall you have any authority
to act as agent for the Program, for us or for any other member of the Selected
Dealers Group, except in connection with such special programs as we from time
to time agree, in which case you shall have authority to offer and sell shares,
as agent for the Program or the Fund, to participants in such programs.
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 relating to the Fund, subject
in each case to the delivery prior to or at the time of such sales to the then
current prospectus. The procedure relating to the handling of orders shall be
subject to Section 4 hereof and instructions which we or the Program 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 relating to the Fund
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and no order for less than such amounts will be accepted unless such purchase
shall be expressly approved by the Program in accordance with the then current
prospectus relating to the Fund. No conditional order will be accepted on any
basis other than a definite price.
3. As an authorized agent to sell shares of the Fund, you agree to
purchase shares of the Fund only through us or from your customers. You shall
not place orders for any of the Class B shares except for your own investment
purposes or unless you have already received purchase orders for such Class B
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 B 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 B 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) and
will not furnish to any person any information relating to the Class B shares of
the Fund, which 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 Program.
4. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Program for Class B shares of the Fund 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 (ii) to
tender Class B shares directly to the Program or its agent for redemption
subject to the applicable terms and conditions set forth in Section 4 of the
Distribution Agreement.
5. You agree to place orders received from your customers as soon as
practicable after your receipt of such orders. You further agree that 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
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value" from that used in determining the offering price to your customers.
6. Settlement shall be made promptly, but in no case later than the
time customary for such payments after our acceptance of the order or, if so
specified by you, we will make delivery by draft on you, the amount of which
draft you agree to pay on presentation to you. If payment is not so received or
made, the right is reserved forthwith to cancel the sale or at our option to
resell the shares to the Program at the then prevailing net asset value in which
latter case you agree to be responsible for any loss resulting to the Program or
to us from your failure to make payment as aforesaid.
7. No person is authorized to make any representations concerning Class
B shares of the Fund except those contained in the current prospectus and
statement of additional information relating to the Fund and in such printed
information subsequently issued by us or the Program as information supplemental
to such prospectus and statement of additional information. In
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purchasing Class B 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 which we furnish you other than the prospectus, statement of
additional information, periodic reports and proxy solicitation material
relating to the Fund is our sole responsibility and not the responsibility of
the Program with respect to the Fund, and you agree that the Program shall have
no liability or responsibility to you in these respects unless expressly assumed
in connection therewith.
8. You agree to deliver to each of the purchasers making purchases
from you a copy of the then current prospectus and, if requested, the statement
of additional information at or prior to the time of offering or sale and you
agree thereafter to deliver to such purchasers copies of the annual and interim
reports and proxy solicitation materials relating to 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 relating to the Fund will be supplied to you in
reasonable quantities upon request.
9. All sales will be subject to receipt of shares by us from the
Program. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class B 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.
10. We, our affiliates, the Program (and its officers and directors),
and the Trust (and its officers and trustees) shall not be liable for any loss,
expenses, damages, costs or other claims arising out of any redemption or
exchange pursuant to telephone instructions from any person, or our refusal to
execute such instructions for any reason.
11. You and we understand and agree that you are solely responsible for
the recommendation by your sales personnel to your customers of the purchase or
sale of Class B Shares of the Fund and the suitability of such purchase or sale
for the customer involved.
12. 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.
13. By accepting this Agreement, you represent that you are registered
as a broker-dealer under the Securities Exchange Act of 1934, are qualified to
act as a broker or dealer in the states or other jurisdictions where you
transact business, and are a member in good standing of the National Association
of Securities Dealers, Inc., (the "NASD"), and you agree that you will maintain
such registrations, qualifications, and membership in good standing and in full
force and effect throughout the term of this Agreement. You further agree to
comply with all applicable Federal laws, the laws of the states or other
jurisdictions concerned, and the rules and regulations promulgated thereunder
and with the Constitution, By-Laws and Conduct Rules of
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the NASD, and that you will not offer or sell shares of the Fund in any state or
jurisdiction where they may not lawfully be offered and/or sold.
If you are offering and selling shares of the Fund in jurisdictions
outside the several states, territories, and possessions of the United States
and are not otherwise required to be registered, qualified, or a member of the
NASD, as set forth above, you nevertheless agree to observe the applicable laws
of the jurisdiction in which such offer and/or sale is made, to comply with the
full disclosure requirements of the Securities Act and the regulations
promulgated thereunder and to conduct your business in accordance with the
spirit of the Conduct Rules of the NASD. You agree to indemnify and hold the
Program, its investment adviser, and us harmless from loss or damage resulting
from any failure on your part to comply with applicable laws.
14. Upon application to us, we will inform you as to the states in
which we believe the Class B 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 B
shares in any jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the Class B shares, if necessary.
15. 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.
16. You agree to maintain records of all sales of shares made through
you and to furnish us with copies of each record on request.
17. You and we understand that, except as expressly provided in this
Agreement, in no transaction will you have any authority to take any action or
make any representation binding upon the Program, us or any other member of the
Selected Dealers Group.
18. This Agreement may be amended by us from time to time by the
following procedure. We will mail a copy of the amendment to you at your address
as specified below. If you do not object to the amendment within fifteen (15)
days after its receipt, the amendment will become a part of the Agreement. Your
objection must be in writing and be received by us within such fifteen days.
19. This Agreement may be terminated upon written notice by either
party at any time, and shall automatically terminate upon its attempted
assignment by you, whether by operation of law or otherwise, or by us otherwise
than by operation of law.
20. Your first order placed pursuant to this Agreement for the purchase
of Class B shares of the Fund will represent your acceptance of this Agreement.
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PRINCETON FUNDS DISTRIBUTOR, INC.
By________________________________
(Authorized Signature)
Please return one signed copy
of this agreement to:
PRINCETON FUNDS DISTRIBUTOR, INC.
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name:____________________________
By:___________________________________
Address:______________________________
______________________________________
Date:_________________________________
A-5
