Exhibit 23(e)
DISTRIBUTION AGREEMENT
between
AMERITOR INVESTMENT FUND
SHEPHERD CLASS SHARES
and
XXXXXX & XXXXX SECURITIES, INC.
THIS AGREEMENT made this 29th day of October, 2002, by and between Ameritor
Investment Fund, a business trust organized under the laws of the District of
Columbia, (the "Fund"), with respect to its Shepherd Class Shares ("Shares") and
Xxxxxx & Xxxxx Securities, Inc., a Texas corporation (the "Distributor").
WITNESSETH:
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Fund hereby appoints the Distributor as its exclusive agent for
the sale of Shares of the Fund to the public through investment dealers in the
United States and throughout the world.
SECOND: The Fund shall not sell any of its Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however:
(A) the Fund may issue Shares to any other investment company or personal
holding company, or to the shareholders thereof, in exchange for all or a
majority of the shares of any such company; and
(B) the Fund may issue its Shares at their net asset value in connection
with certain classes of transactions or to certain classes of persons, in
accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), provided that any such class is specified in the then current
prospectus of the Fund.
THIRD: The Distributor hereby accepts appointment as exclusive agent for
the sale of the Shares and agrees that it will use its best efforts to sell such
Shares; provided, however, that:
(A) the Distributor may, and when requested by the Fund shall, suspend its
efforts to effectuate such sales at any time when, in the opinion of the
Distributor or of the Fund, no sales should be made because of market or other
economic considerations or abnormal circumstances of any kind; and
(B) the Fund may withdraw the offering of its Shares at any time. It is
mutually understood and agreed that the Distributor does not undertake to sell
any specific amount of Shares. The Fund shall have the right to specify minimum
amounts for initial and subsequent orders for the purchase of Shares.
FOURTH:
(A) The public offering price of the Shares (the "offering price") shall be
the net asset value per share plus a sales charge. Net asset value per share
shall be determined in accordance with the provisions of the then current
prospectus of the Fund. The sales charge shall be established by the Fund, and
may reflect scheduled variations in, or the elimination of, sales charges on
sales of the Shares either generally to the public, or to any specified class of
investors or in connection with any specified class of transactions, in
accordance with Rule 22d-1 under the 1940 Act and as set forth in the then
current prospectus of the Fund. The Distributor shall apply any scheduled
variation in, or elimination of, the selling commission uniformly to all
offerees in the class specified.
(B) The Fund shall allow directly to investment dealers through whom Shares
are sold the portion of the sales charge as may be payable to them and specified
by the Distributor up to but not exceeding the amount of the total sales charge.
(C) No provision of this Agreement shall be deemed to prohibit any payments
by the Fund to the Distributor or by the Fund or by the Distributor to
investment dealers through whom the Shares are sold where such payments are made
under a distribution plan adopted by the Fund on behalf of its Shares pursuant
to Rule 12b-1 under the 1940 Act.
FIFTH: The Distributor shall act as agent for the Fund in connection with
the sale of the Shares. Except with respect to such sales, the Distributor shall
act as principal in all matters relating to the promotion of the sale of Shares
and shall enter into all of its own engagements, agreements and contracts as
principal on its own account. The Distributor may enter into Selected Dealer
Agreements with investment dealers selected by the Distributor, authorizing such
investment dealers to offer and sell Shares to the public upon the terms and
conditions set forth therein, which shall not be inconsistent with the
provisions of this Agreement. Each Selected Dealer Agreement shall provide that
the investment dealer shall act as a principal on its own account, and not as an
agent of the Fund.
SIXTH: The Fund shall bear:
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(A) the expenses of qualification of Shares for sale in connection with
such public offerings in such states as shall be selected by the Distributor,
and of continuing the qualification therein until the Distributor notifies the
Fund that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH:
(A) The Fund shall bear the expenses of printing and distributing the
Fund's Shepherd Class prospectus and statement of additional information
(including supplements thereto) relating to public offerings made by the
Distributor pursuant to this Agreement, and any other promotional or sales
literature used by the Distributor or furnished by the Distributor to dealers in
connection with such public offerings.
(B) The Distributor may be reimbursed for all or a portion of such expenses
to the extent permitted by a distribution plan adopted by the Fund pursuant to
Rule 12b-1 under the 1940 Act.
EIGHTH: The Distributor will accept orders for the purchase of Shares only
to the extent of purchase orders actually received and not in excess of such
orders, and it will not avail itself of any opportunity of making a profit by
expediting or withholding orders.
NINTH: The Fund and the Distributor shall each comply with all applicable
provisions of the 1940 Act, the Securities Act of 1933, as amended, ("1933 Act")
and of all other federal and state laws, rules and regulations governing the
issuance and sale of Shares.
TENTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Fund hereby agrees to indemnify the Distributor against any and
all claims, demands, liabilities and expenses which the Distributor may incur
under the 1933 Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in any registration
statement or prospectus of the Fund, or any omission to state a material fact
therein, the omission of which makes any statement contained therein misleading,
unless such statement or omission was made in reliance upon, and in conformity
with, information furnished to the Fund in connection therewith by or on behalf
of the Distributor. The Distributor agrees to indemnify the Fund against any and
all claims, demands, liabilities and expenses which the Fund may incur arising
out of or based upon any act or deed of the Distributor or its sales
representatives which has not been authorized by the Fund in its prospectus or
in this Agreement.
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(B) The Distributor agrees to indemnify the Fund against any and all
claims, demands, liabilities and expenses which the Fund may incur under the
1933 Act, or common law or otherwise, arising out of or based upon any alleged
untrue statement of a material fact contained in any registration statement or
prospectus of the Fund, or any omission to state a material fact therein if such
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Fund in connection therewith by or on behalf of the
Distributor.
(C) Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the Fund's transfer agent(s), or for any
failure of any such transfer agent to perform its duties.
ELEVENTH: This Agreement shall become effective at the close of business on
the date hereof, shall have an initial term of two (2) years from the date
hereof, and shall continue in force and effect from year to year thereafter,
provided that such continuance is specifically approved at least annually (a)(i)
by the Board of Trustees of the Fund or (ii) by the vote of a majority of the
outstanding voting securities of the Fund's Shepherd Class (as defined in
Section 2(a)(42) of the 1940 Act), and (b) by vote of majority of the Fund's
trustees who are not parties to this Agreement or "interested persons" (as
defined in Section 2(a)(19) of the 0000 Xxx) of any party to this Agreement cast
in person at a meeting called for such purpose.
TWELFTH:
(A) This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Fund's Shepherd Class, or
by the Distributor, on sixty (60) days' written notice to the other party.
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.
THIRTEENTH: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed postage prepaid, to the other party at such address as
the other party may designate for the receipt of notices. Until further notice
to the other party, it is agreed that the address of the Distributor shall be
00000 Xxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, and the address of the Fund
shall be 0000 XxxXxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxx X.X., 00000
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate on the day and year first above written.
AMERITOR INVESTMENT FUND
On behalf of its Shepherd Class Shares
By: /s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx, President
XXXXXX & XXXXX SECURITIES, INC.
By: /s/ Xxxxx Xxxxx
------------------------
Xxxxx Xxxxx, President
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