EX-99.(e)(2)
SALES AGREEMENT
Sales Agreement covering shares of capital stock and/or beneficial interest of
THE XXXXXXXX MUTUAL FUNDS
Xxxxxxxx Capital Fund, Inc.
Xxxxxxxx Common Stock Fund, Inc.
Xxxxxxxx Communications and Information Fund, Inc.
Xxxxxxxx Frontier Fund, Inc.
Xxxxxxxx Growth Fund, Inc.
Xxxxxxxx Global Fund Series, Inc.
Xxxxxxxx High Income Fund Series
Xxxxxxxx Income Fund, Inc.
Xxxxxxxx New Jersey Tax-Exempt Fund, Inc.
Xxxxxxxx Pennsylvania Tax-Exempt Fund Series
Xxxxxxxx Tax-Aware Fund, Inc.
Xxxxxxxx Tax-Exempt Fund Series, Inc.
Xxxxxxxx Tax-Exempt Series Trust
Xxxxxxxx Time Horizon/Harvester Series, Inc.
Xxxxxxxx Value Fund Series, Inc.
between
XXXXXXXX ADVISORS, INC.
and
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Dealer
The Dealer named above and Xxxxxxxx Advisors, Inc., exclusive agent for
distribution of shares of capital stock of Xxxxxxxx Capital Fund, Inc.,
Xxxxxxxx Common Stock Fund, Inc., Xxxxxxxx Communications and Information
Fund, Inc., Xxxxxxxx Frontier Fund, Inc., Xxxxxxxx Growth Fund, Inc.,
Xxxxxxxx Global Fund Series, Inc., Xxxxxxxx Income Fund, Inc.,
Xxxxxxxx New Jersey Tax-Exempt Fund, Inc., Xxxxxxxx Tax-Aware Fund, Inc.
Xxxxxxxx Tax-Exempt Fund Series, Inc., and shares of beneficial interest of
Xxxxxxxx High Income Fund Series, Xxxxxxxx Pennsylvania Tax-Exempt Fund,
Xxxxxxxx Tax-Exempt Series Trust, Xxxxxxxx Time Horizon/Harvester Series, Inc.
and Xxxxxxxx Value Fund Series, Inc.
Dealer Signature Xxxxxxxx Advisors, Inc. Acceptance
Principal Officer Xxxxxxx X. Xxxxxxx, President
Address Xxxxxxxx Advisors, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Employer Identification No. Date
The Dealer and Xxxxxxxx Advisors, Inc. ("Xxxxxxxx Advisors"), as exclusive
agent for distribution of Class A and Class D Shares (as described in the
"Policies and Procedures," as set forth below) of Capital Stock and/or Class A
and Class D Shares of beneficial interest (collectively, the "Shares") of
Xxxxxxxx Capital Fund, Inc., Xxxxxxxx Common Stock Fund, Inc., Xxxxxxxx
Communications and Information Fund, Inc., Xxxxxxxx Frontier Fund, Inc.,
Xxxxxxxx Growth Fund, Inc., Xxxxxxxx Global Fund Series, Inc., Xxxxxxxx High
Income Fund Series, Xxxxxxxx Income Fund, Inc., Xxxxxxxx New Jersey Tax-Exempt
Fund, Inc., Xxxxxxxx Pennsylvania Tax-Exempt Fund, Xxxxxxxx Tax-Aware Fund,
Inc., Xxxxxxxx Tax-Exempt Fund Series, Inc., Xxxxxxxx Tax-Exempt Series Trust,
Xxxxxxxx Time Horizon/Harvester Series, Inc., and Xxxxxxxx Value Fund Series,
Inc. and or any other mutual fund for which Xxxxxxxx Advisors is exclusive agent
for distribution (herein called the Funds), agree as follows:
1. The Dealer agrees to comply with the attached "Policies and Procedures"
with respect to sales of Xxxxxxxx Mutual Funds offering two classes of
shares, as set forth below.
2. An order for Shares of one or more of the Funds, placed by the Dealer with
Xxxxxxxx Advisors, will be confirmed at the public offering price as
described in each Fund's current prospectus. Unless otherwise agreed when
an order is placed, the Dealer shall remit the purchase price to the Fund,
or Funds, with issuing instruction, within the period of time prescribed by
existing regulations. No wire orders under $1,000 may be placed for initial
purchases.
3. Shares of the Funds shall be offered for sales and sold by the Dealer only
at the applicable public offering price currently in effect, determined in
the manner prescribed in each Fund's prospectus. Xxxxxxxx Advisors will
make a reasonable effort to notify the Dealer of any redetermination or
suspension of the current public offering price, but Xxxxxxxx Advisors
shall be under no liability for failure to do so.
4. On each purchase of Shares by the Dealer, the Dealer shall be entitled,
based on the Class of Shares purchased and except as provided in each
Fund's current prospectus, to a concession determined as a percentage of
the price to the investor as set forth in each Fund's current prospectus.
On each purchase of Class A Shares, Xxxxxxxx Advisors reserves the right to
receive a minimum concession of $.75 per transaction. No concessions will
be paid to the Dealer for the investment of dividends in additional shares.
5. Except for sales to and purchases from the Dealer's retail customers, all
of which shall be made at the applicable current public offering price or
the current price bid by Xxxxxxxx Advisors on behalf of the Fund, the
Dealer agrees to buy Shares only through Xxxxxxxx Advisors and not from any
other sources and to sell shares only to Xxxxxxxx Advisors, the Fund or its
redemption agent and not to any other purchasers.
6. By signing this Agreement, both Xxxxxxxx Advisors and the Dealer warrant
that they are members of the National Association of Securities Dealers,
Inc., and agree that termination of such membership at any time shall
terminate this Agreement forthwith regardless of the provisions of
paragraph 10 hereof. Each party further agrees to comply with all rules and
regulations of such Association and specifically to observe the following
provisions:
(a) Neither Xxxxxxxx Advisors nor the Dealer shall withhold placing
customers' orders for Shares so as to profit itself as a result of
such withholding.
(b) Xxxxxxxx Advisors shall not purchase Shares from any of the Funds
except for the purpose of covering purchase orders already received,
and the Dealer shall not purchase Shares of any of the Funds through
Xxxxxxxx Advisors other than for investment, except for the purpose of
covering purchase orders already received.
(c) Xxxxxxxx Advisors shall not accept a conditional order for Shares on
any basis other than at a specified definite price. The Dealer shall
not, as principal, purchase Shares of any of the Funds from a
recordholder at a
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price lower than the bid price, if any, then quoted by or for the
Fund, but the Dealer shall not be prevented from selling Shares for
the account of a record owner to Xxxxxxxx Advisors, the Fund or its
redemption agent at the bid price currently quoted by or for such
Fund, and charging the investor a fair commission for handling the
transaction.
(d) If Class A Shares are repurchased by a Fund or by Xxxxxxxx Advisors as
its agent, or are tendered for redemption within seven business days
after confirmation by Xxxxxxxx Advisors of the original purchase order
of the Dealer for such Shares, (i) the Dealer shall forthwith refund
to Xxxxxxxx Advisors the full concession allowed to the Dealer on the
original sales and (ii) Xxxxxxxx Advisors shall forthwith pay to the
Fund Xxxxxxxx Advisors' share of the "sales load" on the original sale
by Xxxxxxxx Advisors, and shall also pay to the Fund the refund which
Xxxxxxxx Advisors received under (i) above. The Dealer shall be
notified by Xxxxxxxx Advisors of such repurchase or redemption within
ten days of the date that such redemption or repurchase is placed with
Xxxxxxxx Advisors, the Fund or its authorized agent. Termination or
cancellation of this Agreement shall not relieve the Dealer or
Xxxxxxxx Advisors from the requirements of this clause (d).
7. (a) Xxxxxxxx Advisors shall be entitled to a contingent deferred sales
load ("CDSL") on redemptions within one year of purchase on any Class
D Shares sold. With respect to omnibus accounts in which Class D
Shares are held at Xxxxxxxx Data Corp. ("SDC") in the Dealer's name,
the Dealers agrees that by the tenth day of each month it will furnish
to SDC a report of each redemption in the preceding month to which a
CDSL was applicable, accompanied by a check payable to Xxxxxxxx
Advisors in payment of the CDSL due.
(b) If, with respect to a redemption of any Class D Shares sold by the
Dealer, the CDSL is waived because the redemption qualifies for a
waiver set forth in the Fund's prospectus, the Dealer shall promptly
remit to Xxxxxxxx Advisors an amount equal to the payment made by
Xxxxxxxx Advisors to the Dealer at the time of sale with respect to
such Class D Shares.
8. In all transactions between Xxxxxxxx Advisors and the Dealer under this
Agreement, the Dealer will act as principal in purchasing from or selling
to Xxxxxxxx Advisors. The dealer is not for any purposes employed or
retained as or authorized to act as broker, agent or employee of any Fund
or of Xxxxxxxx Advisors and the Dealer is not authorized in any manner to
act for any Fund or Xxxxxxxx Advisors or to make any representations on
behalf of Xxxxxxxx Advisors. In purchasing and selling Shares of any Fund
under this Agreement, the Dealer shall be entitled to rely only upon
matters stated in the current offering prospectus of the applicable Fund
and upon such written representations, if any, as may be made by Xxxxxxxx
Advisors to the Dealer over the signature of Xxxxxxxx Advisors.
9. Xxxxxxxx Advisors will furnish to the Dealer, without charge, reasonable
quantities of the current offering prospectus of each fund and sales
material issued from time to time by Xxxxxxxx Advisors.
10. Either Party to this Agreement may cancel this Agreement by written notice
to the other party. Such cancellation shall be effective at the close of
business on the 5th day following the date on which such notice was given.
Xxxxxxxx Advisors may modify this Agreement at any time by written notice
to the Dealer. Such notice shall be deemed to have been given on the date
upon which it was either delivered personally to the other party or any
officer or member thereof, or was mailed postage-paid, or delivered to a
telegraph office for transmission to the other party at his or its address
as shown herein.
11. This Agreement shall be construed in accordance with the laws of the State
of New York and shall be binding upon both parties hereto when signed by
Xxxxxxxx Advisors and by the Dealer in the spaces provided on the cover of
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this Agreement. This Agreement shall not be applicable to Shares of a Fund
in a state in which such Fund Shares are not qualified for sale.
POLICIES AND PROCEDURES
In connection with the offering by the Funds of two classes of shares, one
subject to a front-end sales load and a service fee ("Class A Shares"), and
one subject to a service fee, a distribution fee, no front-end sales load
and a contingent deferred sales load on redemptions within one year of
purchase ("Class D Shares"), it is important for an investor to choose the
method of purchasing shares which best suits his or her particular
circumstances. To assist investors in these decisions, Xxxxxxxx Advisors
has instituted the following policies with respect to orders for Shares:
1. No purchase order may be placed for Class D Shares for amounts of
$4,000,000 or more.
2. Any purchase order for less than $4,000,000 may be for either Class A or
Class D Shares in light of the relevant facts and circumstances, including:
(a) the specific purchase order dollar amount;
(b) the length of time the investor expects to hold his or her Shares; and
(c) any other relevant circumstances such as the availability of purchases
under a Letter of Intent, Volume Discount, or Right of Accumulation.
There are instances when one method of purchasing Shares may be more
appropriate than the other. For example, investors who would qualify for a
significant discount from the maximum sales load on Class A Shares may determine
that payment of such a reduced front-end sales load and service fee is
preferable to payment of a higher ongoing distribution fee. On the other hand,
an investor whose order would not qualify for such a discount may wish to have
all of his or her funds invested in Class D Shares, initially. However, if such
an investor anticipates that he or she will redeem his or her Class D shares
within one year, the investor may, depending on the amount of the purchase, pay
an amount greater than the sales load and service fee attributable to Class A
Shares.
Appropriate supervisory personnel within your organization must ensure that
all employees receiving investor inquiries about the purchase of Shares of a
Fund advise the investor of then available pricing structures offered by the
Fund, and the impact of choosing one method over another. In some instances it
may be appropriate for a supervisory person to discuss a purchase with the
investor.
Questions relating to this policy should be directed to Xxxxxxx X. Xxxxxxx,
President, Xxxxxxxx Advisors, Inc. at (000) 000-0000.
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