Exhibit 6(c) Distribution Agreement - International Value Portfolio
XXXXXXX X. XXXXXXXXX FUND, INC.
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 18th day of March, 1992, between XXXXXXX X. XXXXXXXXX
FUND, INC., a Maryland corporation (the "Fund"), on behalf of the Xxxxxxxxx
International Value Portfolio (the "Portfolio"), and XXXXXXX X. XXXXXXXXX &
CO., INC., a New York corporation, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(the "Distributor").
In consideration of the mutual covenants contained herein, the parties agree
as follows:
1. Appointment of the Distributor. The Fund, on behalf of the Portfolio,
hereby appoints the Distributor as its exclusive agent to sell the stock of
the Portfolio (the "Shares"), on a best efforts basis, and the Distributor
hereby accepts such appointment. All sales by the Distributor shall be subject
to acceptance by the Fund on behalf of the Portfolio. The Distributor shall be
the exclusive representative of the Fund to act as principal underwriter and
distributor, except that:
The exclusive rights granted to the Distributor to sell Shares on behalf of
the Fund shall not apply to Shares issued in connection with the merger or
consolidation of any other investment company or personal holding company with
the Fund or the Portfolio or the acquisition by purchase or otherwise of all
(or substantially all) the assets or the outstanding shares of any such
company by the Fund or the Portfolio. Such exclusive rights shall also not
apply to shares issued by the Fund or the Portfolio pursuant to reinvestment
of dividends or capital gains distributions.
2. Sales of Shares. The Distributor agrees that (i) all Shares sold by the
Distributor shall be sold at the net asset value thereof as described in
Section 3 hereof, and (ii) the Fund, on behalf of the Portfolio, shall receive
100% of such net asset value.
The Distributor may enter into agreements, in form and substance satisfactory
to the Fund on behalf of the Portfolio, with dealers selected by the
Distributor, providing for 1) the sale to such dealers and resale by such
dealers of Shares, or 2) the sale of Shares through such Distributor acting as
agent, either to clients of the Distributor or other persons, in all cases at
the Shares' net asset value. The Fund shall have the right to suspend the sale
of Shares at times when redemption is suspended pursuant to the conditions set
forth in Section 4 hereof. The Fund, on behalf of the Portfolio, shall also
have the right to suspend the sale of 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, which, in the judgment of the Fund, makes it impracticable or
inadvisable to sell the shares.
3. Net Asset Value. The Fund, on behalf of the Portfolio, agrees to supply to
the Distributor, promptly after the time or times at which the net asset value
for the Portfolio is determined, on each day on which the net asset value of
the Portfolio is determined as set forth in the then-current Prospectus of the
Fund or the Portfolio, (each such day being hereinafter called a "business
day") a statement of the net asset value per share of the Portfolio determined
in the manner set forth in the then-current Prospectus and Statement of
Additional Information of the Fund or the Portfolio. Each determination of net
asset value per share shall take effect as of such time or times on each
business day as set forth in the then current Prospectus of the Fund or the
Portfolio and shall prevail until the time as of which the next determination
is made.
The Distributor may reject any order for Shares. The Fund, on behalf of the
Portfolio, or any agent of the Fund designated in writing by the Fund, shall
be promptly advised of all purchase orders for Shares received by the
Distributor. Any order may be rejected by the Fund (or its agent) on behalf of
the Portfolio. 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 any required certificates for such Shares
pursuant to the instructions of the Distributor. The Distributor agrees to
cause payment and such instructions to be delivered promptly to the Fund (or
its agent).
4. Repurchase or Redemption of Shares by the Fund. Any of the outstanding
Shares may be tendered for redemption at any time, and the Fund, on behalf of
the Portfolio, agrees to repurchase or redeem the Shares so tendered on behalf
of the Portfolio in accordance with its obligations as set forth in Article V
of its Articles of Incorporation, as amended from time to time, and in
accordance with the applicable provisions set forth in the Prospectus. The
price to be paid to redeem or repurchase the Shares shall be equal to the net
asset value per share determined as set forth in the Prospectus. All payments
by the Fund on behalf of the Portfolio hereunder shall be made in the manner
set forth below.
The Fund, on behalf of the Portfolio, 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 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 Fund to or for the account of the
redeeming stockholder, in accordance with applicable provisions of the
then-current Prospectus of the Fund or the Portfolio.
Redemption of, or payment with regard to, the Shares of the Portfolio 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 restricted, when an
emergency exists as a result of which disposal by the Fund of securities owned
by it on behalf of the Portfolio is not reasonably practicable or it is not
reasonably practicable for the Fund fairly to determine the value of the
Portfolio's net assets, or during any other period when the Securities and
Exchange Commission, by order, so permits.
5. Sales Literature. The Fund, on behalf of the Portfolio, shall have the
right to review, to the extent it deems appropriate, all sales literature and
advertisements used by the Distributor in connection with sales of Shares. No
such sales literature or advertisements shall be used if the Fund objects
thereto. The Fund authorizes the Distributor, in connection with the sale or
arranging for the sale of Shares, to provide only such information and to make
only such statements or representations as are contained in the Fund's or the
Portfolio's then-current Prospectus or Statement of Additional Information,
sales literature or advertisements or in such financial and other statements
as are furnished to the Distributor pursuant to the next paragraph. Neither
the Fund nor the Portfolio shall be responsible in any way for any information
provided, or statements or representations made, by the Distributor or its
representatives or agents other than the information, statements and
representations described in the preceding sentence.
6. Expenses. The Distributor shall pay all of its expenses arising from the
performance of its obligations under Section 1 of this Agreement and shall pay
any salaries, fees and expenses of the Directors who are employees of the
Distributor. The Distributor shall not be required to pay any other expenses
of the Fund or the Portfolio, including (a) the fees payable to Xxxxxxxxx
under the Investment Management Agreement and the Shareholder Servicing and
Administrative Agreement; (b) the fees and expenses of Directors who are not
affiliated with the Distributor; (c) the fees and expenses of the Custodian
and Transfer Agent, including but not limited to fees and expenses relating to
Fund accounting, pricing of Portfolio shares, and computation of net asset
value; (d) the fees and expenses of calculating yield and/or performance of
the Portfolio; (e) the charges and expenses of legal counsel and independent
accountants; (f) all taxes and corporate fees payable to governmental
agencies; (g) the fees of any trade association of which the Fund is a member;
(h) reimbursement of the Portfolio's share of the organization expenses of the
Portfolio or the Fund; (i) the fees and expenses involved in registering and
maintaining registration of the Fund and the Portfolio's shares with the
Securities and Exchange Commission, registering the Fund as a broker or dealer
and qualifying the shares of the Portfolio under state securities laws,
including the preparation and printing of the registration statements and
prospectuses for such purposes, allocable communications expenses with respect
to investor services, all expenses of shareholders' and Board of Directors'
meetings and preparing, printing and mailing proxies, prospectuses and reports
to shareholders; (j) brokers' commissions, dealers' xxxx-ups and any issue or
transfer taxes chargeable in connection with the Portfolio's transactions; (k)
the cost of stock certificates representing shares of the Portfolio; (1)
insurance expenses, including, but not limited to, the cost of a fidelity
bond, directors and officers insurance and errors and omissions insurance; and
(m) litigation and indemnification expenses, expenses incurred in connection
with mergers, and other extraordinary expenses not incurred in the ordinary
course of the Portfolio's business.
7. Duties of the Fund. The Fund shall maintain a currently effective
Registration Statement on the appropriate form and shall file with the
Securities and Exchange Commission ("SEC") such reports and other documents as
may be required under the Securities Act of 1933 as amended and the Investment
Company Act of 1940, as amended (the "1940 Act"), or by the rules and
regulations of the SEC thereunder. The Fund shall keep the Distributor fully
informed with regard to its affairs and the affairs of the Portfolio, shall
furnish the Distributor with a certified copy of all financial statements and
a signed copy of each report prepared by its independent auditors, and shall
cooperate fully in the efforts of the Distributor to negotiate and sell the
Shares and in the performance by the Distributor of all its duties under this
Agreement.
8. Indemnification. The Fund, on behalf of the Portfolio, shall indemnify and
hold harmless 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 expenses and reasonable counsel fees
incurred in connection therewith) arising out of its activities as a
Distributor to the Fund or the Portfolio, provided, however, that nothing
herein shall be deemed to protect the Distributor or any director, officer, or
employee thereof against any liability to the Fund or its stockholders, to
which the Distributor or any director, officer, or employee thereof would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement.
9. Limitation of Liability. Subject to Section 36 of the Act, the Distributor,
and the directors, officers and employees of the Distributor, shall not be
liable to the Fund or the Portfolio for any error of judgment or mistake of
law or for any loss arising out of the performance or non-performance of
duties under this Agreement, except for willful misfeasance, bad faith or
gross negligence in the performance of, or by reason of reckless disregard of,
obligations and duties under this Agreement.
10. Term of Agreement. This Agreement shall continue in effect with respect to
the Portfolio for a period of more than two years from the date hereof only so
long as such continuance is specifically approved at least annually in
conformity with the requirements of the Act; provided, however, that this
Agreement may be terminated at any time, without the payment of any penalty,
by the Fund on behalf of the Portfolio, by the Board of Directors of the Fund
or, with respect to the Portfolio, by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the Portfolio, or by the
Distributor, on not more than 60 days' nor less than 30 days' written notice
to the other party.
11. Miscellaneous. This Agreement may be amended by mutual written consent.
This Agreement contains the entire agreement between the parties hereto and
supersedes all prior agreements, understandings and arrangements with respect
to the subject matter hereof. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. Anything
herein to the contrary notwithstanding, this Agreement shall not be construed
to require, or to impose any duty upon either of the parties, to do anything
in violation of any applicable laws or regulations. The Distributor may
perform the same services to the Fund, on behalf of the Portfolio, and to
other persons or other entities, including other investment companies.
IN WITNESS WHEREOF, the Fund, on behalf of the Portfolio, and the Distributor
have caused this Agreement to be executed by their duly authorized officers as
of the date first above written.
XXXXXXX X. XXXXXXXXX & CO., INC.
By: Xxxxxx X. Xxxxxxxxx, Chairman
XXXXXXX X. XXXXXXXXX FUND, INC.
By: Xxxxxx X. Xxxxxx, Senior Vice President
