Exhibit 15(b)
Form of Distribution Sub-Agreement
DISTRIBUTION SUB-AGREEMENT
AGREEMENT by and between Funds Distributor, Inc. ("FDI") and
__________________ the ("Recipient").
WHEREAS, FDI has entered into an agreement with Orbitex Group of Funds
(the "Trust"), pursuant to which it acts as the exclusive distributor and
representative of the Trust in the offer and sale of shares of Orbitex Strategic
Natural Resources Fund, Orbitex Info-Tech & Communications Fund, Orbitex Growth
Fund, Orbitex Asian Select Advisers Fund and Orbitex Asian High Yield Fund and
of such other series as hereafter may be designated (each a "Fund," and together
the "Funds");
WHEREAS, the Trust has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Investment
Company Act") pursuant to which FDI is obligated to expend the distribution fee
received by it thereunder for compensation of Recipients for providing sales and
promotional activities and other services related to the distribution of Trust
shares; and
WHEREAS, the Recipient has entered into a Selected Dealers Agreement
with FDI and in connection therewith is willing to perform certain sales and
promotional activities and other services for the Trust's shareholders as set
forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. The Recipient shall assist in the offering and sale of shares of the
Funds and in other aspects of the marketing of the shares to clients or
prospective clients of the Recipient; answer routine inquires concerning a Fund;
assist in the maintenance of accounts or sub-accounts in a Fund and in
processing purchase or redemption transactions; make a Fund's investment plans
and shareholder services available; and provide such other information and
services to investors in shares of the Funds as FDI or the Trust, on behalf of a
Fund, may reasonably request.
2. As compensation for its services performed under this Sub-Agreement,
FDI shall pay the Recipient a fee at the end of each calendar month at the
annual rate of % of average daily net asset value of the shareholder accounts
maintained by the Recipient. The Recipient represents that it will utilize such
compensation solely for activities related to the promotion and marketing of
shares of the Trust and for other services provided to the Trust's shareholders.
The Recipient shall reimburse FDI to the extent that the aggregate payments
received by the Recipient under this Sub-Agreement are not utilized for the
foregoing purpose.
3. This Sub-Agreement shall continue in effect for as long as such
continuance is specifically approved at least annually in the manner provided
for approval of the continuance of the Plan.
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4. This Sub-Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Plan or any amendment to
the Plan that requires such termination. This Sub-Agreement shall also terminate
upon the vote of a majority of the Trustees of the Trust who are not "interested
persons" of the Trust, as defined in the Investment Company Act, and have no
direct or indirect financial interest in the operation of the Plan or in this
Agreement, or by vote of a majority of the outstanding voting securities of the
Trust on not more than sixty days notice.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date set forth below.
FUNDS DISTRIBUTOR, INC.
By: ________________________________
(Authorized Signature)
By: ________________________________
(Authorized Signature)
Date: ____________, 1997.
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