SALES AGREEMENT
covering shares of capital stock
and/or shares of 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 Xxxxxxxxx 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-Exempt Fund Series, Inc.
Xxxxxxxx Tax-Exempt Series Trust
between
XXXXXXXX FINANCIAL SERVICES, INC.
and
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Dealer
The Dealer named above and Xxxxxxxx Financial Services, 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
Xxxxxxxxx Global Fund Series, Inc., Xxxxxxxx Income Fund, Inc., Xxxxxxxx New
Jersey Tax-Exempt Fund, Inc., and Xxxxxxxx Tax-Exempt Fund Series, Inc., and
shares of beneficial interest of Xxxxxxxx High Income Fund Series, Xxxxxxxx
Pennsylvania Tax-Exempt Fund, and Xxxxxxxx Tax-Exempt Series Trust, agree to the
terms and conditions set forth in this agreement.
Dealer Signature Xxxxxxxx Financial Services, Inc. Acceptance
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Principal Officer Xxxxxxx X. Xxxxxxx, President
XXXXXXXX FINANCIAL SERVICES, INC.
----------------------------- 000 Xxxx Xxxxxx
Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000
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Employer Identification No. Date
The Dealer and Xxxxxxxx Financial Services, Inc. ("Xxxxxxxx Financial
Services"), as exclusive agent for distribution of Class A and Class D Shares
(as described in the "Policies and Procedures," as set forth below) of the
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 Xxxxxxxxx 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-Exempt Fund Series, Inc. and Xxxxxxxx Tax-Exempt Series Trust
and or any other mutual fund for which Xxxxxxxx Financial Services 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 Financial Services, 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 sale 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
Financial Services will make a reasonable effort to notify the Dealer
of any redetermination or suspension of the current public offering
price, but Xxxxxxxx Financial Services 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 Financial
Services 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 Financial Services on behalf
of the Fund, the Dealer agrees to buy Shares only through Xxxxxxxx
Financial Services and not from any other sources and to sell shares
only to Xxxxxxxx Financial Services, the Fund or its redemption agent
and not to any other purchasers.
6. By signing this Agreement, both Xxxxxxxx Financial Services 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 Financial Services nor the Dealer shall
withhold placing customers' orders for Shares so as to profit
itself as a result of such withholding.
(b) Xxxxxxxx Financial Services 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 Financial Services
other than for investment, except for the purpose of covering
purchase orders already received.
(c) Xxxxxxxx Financial Services 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 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 Financial
Services, 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
Financial Services as its agent, or are tendered for
redemption within seven business days after confirmation by
Xxxxxxxx Financial Services of the original purchase order of
the Dealer for such Shares, (i) the Dealer shall forthwith
refund to Xxxxxxxx Financial Services the full concession
allowed to the Dealer on the original sales and (ii) Xxxxxxxx
Financial Services shall forthwith pay to the Fund Xxxxxxxx
Financial Services' share of the "sales load" on the original
sale by Xxxxxxxx Financial Services, and shall also pay to the
Fund the refund which Xxxxxxxx Financial Services received
under (i) above. The Dealer shall be notified by Xxxxxxxx
Financial Services of such repurchase or redemption within ten
days of the date that such redemption or repurchase is placed
with Xxxxxxxx Financial Services, the Fund or its authorized
agent. Termination or cancellation of this Agreement shall not
relieve the Dealer or Xxxxxxxx Financial Services from the
requirements of this clause (d).
7. (a) Xxxxxxxx Financial Services 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 Dealer
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 Financial Services 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 Financial Services an
amount equal to the payment made by Xxxxxxxx Financial
Services to the Dealer at the time of sale with respect to
such Class D Shares.
8. In all transactions between Xxxxxxxx Financial Services and the Dealer
under this Agreement, the Dealer will act as principal in purchasing
from or selling to Xxxxxxxx Financial Services. 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 Financial Services and the
Dealer is not authorized in any manner to act for any Fund or Xxxxxxxx
Financial Services or to make any representations on behalf of Xxxxxxxx
Financial Services. 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
Financial Services to the Dealer over the signature of Xxxxxxxx
Financial Services.
9. Xxxxxxxx Financial Services 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 Financial
Services.
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 Financial Services 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 Financial Services and by the Dealer in the spaces
provided on the cover of 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 Financial Services 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
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 Financial Services at (000) 000-0000.
REV 1/95
