MASTER AGREEMENT AMONG UNDERWRITERS
FOR UNIT INVESTMENT TRUSTS SPONSORED BY
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
Gentlemen:
1. The Trust: We understand that you, ▇▇▇ ▇▇▇▇▇▇ Funds Inc., are entering into
this agreement (the "Agreement"), in counterparts, with various firms,
including ours, who may elect to be underwriters for issues of various
series of unit investment trusts for which you will act as principal
underwriter (the "Trusts"). This Agreement shall apply to any offering of
units of fractional undivided interest (the "Units") in those Trusts in
which we elect to act as an underwriter (underwriters with respect to each
Trust being hereinafter called "Underwriters") after receipt of a notice
from you stating the name and size of the Trust and our participation as an
Underwriter in the proposed offering shall be subject to the provisions of
this Agreement. Each Trust is, or will be, a series of a unit investment
trust registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), by appropriate filings with the Securities and Exchange
Commission (the "Commission"). Additionally, the units of each Trust are,
or will be, registered with the Commission under the Securities Act of
1933, as amended (the "1933 Act"), on Form S-6 or its successor form(s),
including a proposed form of prospectus (the "Preliminary Prospectus").
The registration statement filed by a Trust pursuant to the 1933 Act, as
finally amended and revised at the time it becomes effective, is herein referred
to as the "Registration Statement" and the related prospectus is herein referred
to as the "Final Prospectus," except, that, if the prospectus filed by the Trust
pursuant to Rule 497 under the 1933 Act shall differ from the prospectus on file
at the time the Registration Statement shall become effective, the term "Final
Prospectus" shall refer to the prospectus filed pursuant to Rule 497 from and
after the date on which it shall have been filed.
The following provisions of the Agreement shall apply separately to each
individual offering of Units by a Trust.
We understand that, as of the date upon which we have agreed to underwrite
Units of a Trust, (i) the Commission shall not have issued any order preventing
or restraining the use of the applicable Preliminary Prospectus; (ii) the
applicable Preliminary Prospectus shall conform in all material respects to the
requirements of the 1933 Act and the rules and regulations promulgated
thereunder; (iii) the applicable Preliminary Prospectus, as of its date, shall
not include any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; (iv) when the Registration Statement becomes effective, it and
the Final Prospectus, and any amendments or supplements thereto, will contain
all statements that are required to be stated therein in accordance with the
1933 Act and the rules and regulations promulgated thereunder; and (v) neither
the Registration Statement nor the Final Prospectus, nor any amendment or
supplement thereto, will contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that you make no
representation or warranty as to information contained in, or omitted from, any
Preliminary Prospectus, the Registration Statement, the Final Prospectus or any
such amendment or supplement, in reliance upon, and in conformity with, written
information furnished to you by, or on behalf of, any Underwriter specifically
for use in the preparation thereof.
2. Designation and Authority of Representative: You are hereby authorized to
act as our representative (the "Representative") in connection with all
matters to which this Agreement relates and to take the action provided
herein to be taken by you or as you may otherwise deem necessary or
advisable. We understand that we have no obligations under this Agreement
with respect to any Trust in which we choose not to participate as an
Underwriter.
You will be under no liability to us for any act or omission except for
obligations expressly assumed by you herein and no obligations on your part will
be implied or inferred herefrom. The rights and liabilities of the respective
parties hereto are several and not joint, and nothing herein or hereunder will
constitute them a partnership, association or separate entity.
3. Profit or Loss in Acquisition of Securities: It is understood that the
acquisition of securities (the "Securities") for deposit in the portfolio
of a Trust shall be at your cost and risk. We acknowledge that you will
share with us any net deposit profits in the amounts and to the extent, if
any, indicated in the Final Prospectus. For the purposes of determining the
number of Units of a Trust underwritten we understand that we will be
credited for that number of Units set forth opposite our name in the
schedule of Underwriters in the Final Prospectus.
We agree that you shall have no liability (as Representative or otherwise)
with respect to the issue, form, validity, legality, enforceability, value of,
or title to the Securities, except for the exercise of due care in determining
the genuineness of such Securities and the conformance thereof with the
descriptions and qualifications appearing in the Final Prospectus.
4. Purchase of Units: Promptly after you make a determination to offer Units
of a Trust and you inquire as to whether we desire to participate in such
offering, we will advise you promptly as to the number of Units that we
will purchase (the "Unit Commitment") or of our decision not to participate
in such offering. You may rely on and we hereby commit on the terms and
conditions of this Agreement to purchase and pay for the number of Units of
the Trust set forth in our Unit Commitment. Our Unit Commitment may be
increased only by mutual agreement between us and you at any time prior to
the date as of which the Trust Agreement for the Trust is executed (the
"Date of Deposit"). We agree that you, in your sole discretion, reserve the
right to decrease our Unit Commitment at any time on or prior to the Date
of Deposit and, if you so elect to make such a decrease, you will notify us
of such election. Notwithstanding anything to the contrary in this
Agreement, the notices described in this paragraph may be made by
telephone.
The price to be paid for such Units shall be the public offering price per
Unit of a Trust (as defined in the Final Prospectus) as determined as of the
close of the New York Stock Exchange on the Date of Deposit or such other
determination on such Date of Deposit as you shall advise us and which shall be
set forth in the Final Prospectus, less the Underwriter concession per Unit set
forth in the Final Prospectus. Further, certain Underwriters may be eligible for
additional compensation as set forth in the Final Prospectus, which additional
compensation may be in the form of additional Underwriter concessions or in the
form of direct payments from you. At the Date of Deposit for a Trust, we will
become the owner of the Units of such Trust and be entitled to the benefits
(except for interest, if any, accruing from the Date of Deposit to the first
settlement date for Units) as well as the risks inherent therein.
You are authorized to retain custody of our Units until the Registration
Statement relating thereto has become effective under the 1933 Act and you shall
have received payment from us for such Units. We agree that payment for Units
shall be in Fed Funds, New York clearinghouse or other immediately available
funds and that such funds shall be received by you by the earlier of the end of
the third (3rd) business day following the Date of Deposit for the applicable
Trust or the settlement date established in accordance with Rule 15c6-1 under
the Securities Exchange Act of 1934, as amended (the "1934 Act"). If such
payment is not received by you by such date, we shall forfeit our right to any
compensation with respect to such Units, and you reserve the right, without
notice, to cancel the sale, or, at your option, to sell the Units to another
broker-dealer or back to the Trust, in which case you may hold us responsible
for any loss, including loss of profit, suffered by you resulting from our
failure to make payment.
You are authorized to file an amendment to said Registration Statement
describing the Securities and furnishing information based thereon or relating
thereto and any further amendments or supplements to the Registration Statement
or Final Prospectus which you may deem necessary or advisable. We will furnish
to you, upon your request, such information as will be required to ensure that
the Registration Statement and Final Prospectus are current, insofar as they
relate to us, and we will thereafter continue to furnish you with such
information as may be necessary to keep current and correct the information
previously supplied.
We understand that each Trust will also take action with respect to the
offering and sale of Units in accordance with the Blue Sky or securities laws of
certain states in which it is proposed that the Units may be offered and sold.
We agree not to transact orders for Units in states or jurisdictions in which
Units may not be sold or in which we and our personnel are not authorized to
sell Units. You shall have no responsibility, under the laws regulating the sale
of securities in the United States or any foreign jurisdiction, with respect to
the qualification or status of us or our personnel selling Units. You shall not,
in any event, be liable for or responsible for the issue, form, validity,
enforceability and value of such Units or for any matter in connection
therewith. We agree that we will make no offers or sales of Units in any foreign
jurisdiction, except with your express written consent.
5. Public Offering: You agree that you will advise us promptly when the
Registration Statement has become effective, and we agree that when we are
advised that the Units are released for public offering, we will make a
public offering thereof by means of the Final Prospectus under the 1933 Act
which describes the deposit of Securities and related information. The
terms and conditions of the public offering shall be as set forth in the
Final Prospectus. Public advertisement of the offering, if any, shall be
made by you on behalf of the Underwriters on such date as you shall
determine. We agree that before we use any Trust advertising material,
which we have created, we will obtain your prior approval to use such
advertising materials.
6. Public Offering Price: We agree to offer and sell Units of a Trust only at
the public offering price applicable to such Units and in effect at the
time of each transaction. The procedures relating to all orders and the
handling of each order (including the manner of computing the net asset
value of Units and the effective time of orders received from us) are
subject to the terms of the Final Prospectus and your written instructions,
if any, as provided to us from time to time. To the extent that the Final
Prospectus contains provisions that are inconsistent with this Agreement or
any other document, the terms of the Final Prospectus shall be controlling.
You reserve the right at any time, and without notice to us, to suspend the
sale of Units or to withdraw or limit the offering of Units. We agree to
date and time stamp all orders for the purchase or sale of Units received
by us, and to promptly forward such orders to you in time for processing at
the public offering price next determined after receipt of such orders by
us, in each case as described in the Final Prospectus. We represent that we
have procedures in place reasonably designed to ensure that orders received
by us are handled in a manner consistent with Section 22c under the 1940
Act, and any rules, Commission staff positions or interpretations issued
thereunder.
7. Permitted Transactions: It is agreed that part or all of the Units
purchased by us may be sold to ----------------------- dealers or other
entities with whom we can legally grant a concession or agency commission,
only at the then-effective public offering price, less the concession
described in the Final Prospectus.
From time to time, prior to the termination of this Agreement, at your
request, we will advise you of the number of our Units which remain unsold and,
at your request, we agree to deliver to you any of such unsold Units to be sold
for our account to retail accounts, or, less the concession or agency commission
then effective, to dealers or others.
If, prior to the termination of this Agreement, or such earlier date as you
may determine and advise us thereof in writing, you shall purchase or contract
to purchase any of our Units or any Units issued in exchange therefor, in the
open market or otherwise, or if any such Units shall be tendered to the Trustee
for redemption because such Units were not effectively placed for investment by
us, we agree to repurchase such Units at a price equal to the total cost of such
purchase, including accrued interest and commissions, if any, and transfer taxes
on redelivery. Regardless of the amount paid on the repurchase of any such
Units, it is agreed that the Units may be resold by us only at the then
effective public offering price.
8. Compliance with Section 14 of the 1940 Act: We hereby acknowledge and agree
that pursuant to Section 14(a) of the 1940 Act and the rules promulgated
thereunder (or pursuant to an order of the Commission granted to you and
the Trusts related thereto) (a) if, within ninety days from the time that a
Trust's Registration Statement has become effective under the 1933 Act, the
net worth of such Trust declines to less than $100,000 or such Trust is
terminated, the trustee of such Trust shall (i) refund, on demand and
without deduction, all sales charges to each investor who purchased Units
of such Trust, and (ii) liquidate the Securities held by such Trust and
distribute the proceeds thereof to the unitholders of such Trust and (b) in
the event that redemptions by you or any Underwriter of Units constituting
a part of the Units not theretofore sold to the public results in a Trust
having a net worth of less than 40 percent of the principal amount of the
Securities (or delivery statements relating to contracts for the purchase
of any such Securities which, together with cash or an irrevocable letter
of credit issued by a bank in the amount required for their purchase, are
held by such Trust for purchase of the Securities) initially deposited in
such Trust: the trustee of such Trust shall (i) terminate such Trust in the
manner provided in the trust agreement and distribute the assets thereof to
the unitholders of such Trust, and (ii) refund, on demand and without
deduction, all sales charges to each person who purchased Units of such
Trust from you or from any Underwriter or broker-dealer participating in
the distribution. In the event that a Trust is terminated in accordance
with the foregoing, we will refund any sales charges to any purchaser of
such Units purchased from us, or purchased from a dealer participating in
the distribution of such Units who purchased such Units from us. We
authorize you to charge our account for all refunds of sales charges in
respect to our Units.
9. Substitution of Underwriters: We authorized you to arrange for the
substitution hereunder of other persons, who may include you and us, for
all or any part of the commitment of any non-defaulting Underwriter with
the consent of such Underwriter, and of any defaulting Underwriter without
the consent thereof, upon such terms and conditions as you may deem
advisable, provided that the number of Units to be purchased by us shall
not be increased without our consent and that such substitution shall not
in any way affect the liability of any defaulting Underwriter to the other
Underwriters for damages from such default, nor relieve any other
Underwriter of any obligation under this Agreement. The expenses chargeable
to the account of any defaulting Underwriter and not paid for by it or by a
person substituted for such Underwriter and any additional losses or
expenses arising from such default shall be considered to be expenses under
this Agreement and shall be charged against the accounts of the
non-defaulting Underwriters in proportion to their respective commitments.
10. Termination: This Agreement shall terminate with respect to each Trust
which we have agreed to ----------- underwrite upon conclusion of the
initial public offering period of such Trust unless sooner terminated by
you.
The termination or suspension of our registration with the Commission; the
termination or suspension of our membership with NASD; or the termination or
suspension of our license to do business by any state or other jurisdiction
shall immediately cause the termination of this Agreement.
Notwithstanding any settlement on the termination of this Agreement, we
agree to pay our share of (i) any amount payable on account of any claim, demand
or liability which may be asserted against the Underwriters, or any of them,
based on the claim that the Underwriters constitute an association,
unincorporated business or other separate entity and (ii) any expenses incurred
by you in defending against any such claim, demand or liability. We also agree
to pay any stamp taxes or other governmental charges which may be assessed and
paid after such settlement on account of any Units received or sold hereunder
for our account.
11. Default by Other Underwriters: Default by any one or more of the other
Underwriters in respect of their ------------------------------ several
obligations under this Agreement shall neither release you nor us from any
of our respective obligations hereunder.
12. Notices: Every notice required by this Agreement will be in writing and
deemed given (i) the next business day if sent by a nationally recognized
overnight courier service that provides evidence of receipt, (ii) the same
business day if sent by 3:00 p.m. (receiving party's time) by facsimile
transmission and confirmed by a telephone call, or (iii) on the third
business day if sent by certified mail, return receipt requested. Unless
otherwise notified in writing, all notices to you shall be given or sent to
you at your offices, located at:
▇▇▇ ▇▇▇▇▇▇ Funds Inc.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: Unit Investment Trust Division
With a copy to:
▇▇▇ ▇▇▇▇▇▇ Funds
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: General Counsel
Unless otherwise notified in writing, all notices to us shall be given or
sent to us at our address set forth on the signature page to this Agreement.
13. Net Capital: You represent that you, and we represent that we, are in
compliance with the net capital requirements of Rule 15c3-1 promulgated by
the Commission under the 1934 Act and we may, in accordance with and
pursuant to such Rule 15c3-1, agree to purchase the amount of Units to be
purchased by you and us, respectively, under the Agreement.
14. Licensing: We hereby confirm that (i) we are a broker-dealer registered
with the Commission; (ii) we are a member in good standing of NASD; (iii)
we are licensed by the appropriate regulatory agency of each state or other
jurisdiction in which we will offer and sell Units of the Trusts; and (iv)
each of our partners, directors, officers, employees, and agents who will
participate or otherwise be involved in the offer or sale of Units or the
performance by us of our duties and activities under this Agreement is
either appropriately licensed or exempt from such licensing requirements by
the appropriate regulatory agency of each state or other jurisdiction in
which we will offer and sell Units of the Trusts.
We agree that this Agreement is in all respects subject to the Conduct
Rules of NASD and such Conduct Rules shall control any provision to the contrary
in this Agreement. Without limiting the generality of the foregoing, we
acknowledge that we are solely responsible for all suitability determinations
with respect to offers and sales of Units of the Trusts to our customers and
that you have no responsibility for the manner of our performance of, or for our
acts or omissions in connection with, the duties and activities we perform under
this Agreement.
We agree to be bound by and to comply with all applicable federal and state
laws and all rules and regulations promulgated thereunder generally affecting
the sale or distribution of interests in unit investment trusts.
15. Representations and Warranties: In addition to the representations and
warranties found elsewhere in ------------------------------- this
Agreement, we represent and warrant that:
(i) We are duly organized and existing and in good standing under the
laws of the state, commonwealth or other jurisdiction in which we
are organized and that we will not offer Units of any Trust for
sale in any state or jurisdiction where such Units may not be
legally sold or where we are not qualified to act as a
broker-dealer.
(ii) We are empowered, under applicable laws and by our organizational
documents, to enter into this Agreement and perform all
activities and services provided for herein and that there are no
impediments, prior or existing, regulatory, self-regulatory,
administrative, civil or criminal matters affecting our ability
to perform under this Agreement.
(iii) All requisite actions have been taken to authorize us to enter
into and perform this Agreement.
(iv) We are not, at the time of the execution of this Agreement,
subject to any enforcement or other proceeding with respect to
our activities under state or federal securities laws, rules or
regulations.
(v) We have, and will maintain during the term of this Agreement,
appropriate broker's blanket bond insurance policies covering any
and all acts of our directors, trustees, officers, partners,
employees, and agents reasonably necessary in light of our
obligations under this Agreement, with coverage limits in amounts
standard in the industry, and adequate to reasonably protect and
indemnify you and the Trusts against any Loss (as defined below)
which any party may suffer or incur, directly or indirectly, as a
result of any action or omission by us or our directors,
officers, partners, employees, and agents. The mere purchase and
existence of insurance does not reduce or release us from
liability incurred and/or assumed within the scope of this
Agreement. Our failure to maintain insurance shall not relieve us
of liability under this Agreement.
16. Delivery of Prospectuses: We will take reasonable steps to provide the
Preliminary Prospectus or Final Prospectus, as applicable, to any person
making written request therefore to us and to make the Preliminary
Prospectus or the Final Prospectus available to each person associated with
us expected to solicit customers' orders for the Units prior to the
effective registration date and the Final Prospectus if he is expected to
offer the Units after the effective date. We understand that you will
supply us, upon our reasonable request, with sufficient copies of such
Preliminary Prospectuses and Final Prospectuses to comply with the
foregoing.
17. Effective Date: This Agreement is being executed by us and delivered to you
in duplicate. Upon your --------------- confirmation hereof and of
agreements in substantially identical form with each of the other
Underwriters, this Agreement shall constitute a valid and binding contract
between us.
18. Anti-Money Laundering:
(a) We represent and warrant that we are in compliance and will continue
to be in compliance with all applicable anti-money laundering laws and
regulations, including the Bank Secrecy Act, as amended by the USA
PATRIOT Act, and implementing regulations of the Bank Secrecy Act
("BSA Regulations") and applicable guidance issued by the Commission
and the guidance and rules of the applicable securities exchanges,
self regulatory organization and NASD (collectively, "Guidance").
(b) We represent and warrant that to the extent that any of our customers
who maintain Trust accounts is a current or former Senior Foreign
Political Figure ("SFPF"), an immediate family member of a SFPF, a
person who is widely known (or is actually known by us) to maintain a
close personal relationship with any such individual, or a
corporation, business or other entity that has been formed by or for
the benefit of such individual, we have conducted appropriate due
diligence of such customer consistent with Section 312 of the USA
PATRIOT Act and any applicable BSA Regulations and Guidance.
(c) We represent and warrant that to the extent our customers who maintain
Trust accounts are foreign banks, we have taken reasonable measures
and have obtained certifications and will obtain recertifications that
indicate that the customers are not foreign shell banks, as defined in
the BSA Regulations.
(d) We will take all reasonable and practicable steps to ensure that we do
not accept or maintain investments in any Trust, directly or
indirectly, from:
(i) A person or entity (A) who is or becomes subject to sanctions
administered by the U.S. Office of Foreign Assets Control
("OFAC"), is included in any executive order or is on the list of
Specially Designated Nationals and Blocked Persons maintained by
OFAC, or (B) whose name appears on such other lists of prohibited
persons and entities as may be mandated by applicable U.S. law or
regulation.
(ii) A foreign shell bank (i.e., a bank with no physical presence in
any country).
(e) We agree to immediately notify in writing your Anti-Money Laundering
Compliance Officer if we become aware of any suspicious activity or
pattern of activity or any activity that may require further review to
determine whether it is suspicious in connection with a Trust.
19. Market Timing: We covenant that we shall cooperate with you to identify and
discourage market timers. If any market timer buying or redeeming Units
comes to our attention, we will immediately notify you. We acknowledge that
you may refuse a request to purchase Units if you believe such purchase
request includes a request by a market timer.
20. Confidentiality: All books, records, information and data pertaining to our
business or your business that are exchanged or received in connection with
this Agreement shall be kept confidential and shall not be voluntarily
disclosed to any other person, except (i) if such information is already
publicly available; (ii) as may be required solely for the purpose of
carrying out our or your duties and responsibilities, as applicable, under
this Agreement; (iii) as required by order or demand of a court or other
governmental or regulatory body or as otherwise required by law; (iv) as
may be required to be disclosed to our or your attorneys, accountants,
regulatory examiners or insurers, as applicable, for legitimate business
purposes; or (v) with our or your express prior written permission, as
applicable.
21. Privacy: We represent that we have adopted and implemented procedures to
safeguard customer information and records that are reasonably designed to:
(a) ensure the security and confidentiality of customer records and
information; (b) protect against any anticipated threats or hazards to the
security or integrity of customer records and information; (c) protect
against unauthorized access to, or use of, customer records or information
that could result in substantial harm or inconvenience to any customer; (d)
protect against unauthorized disclosure of non-public personal information
to unaffiliated third parties; and (e) otherwise ensure our compliance with
SEC Regulation S-P, adopted pursuant to the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999,
and any other federal and state privacy laws which may be enacted in the
future.
22. Indemnification:
(a) We agree to indemnify, defend and hold harmless you and the Trusts and
your and its directors, trustees, officers, employees, shareholders,
agents, affiliates and each person who controls or is controlled by
you, within the meaning of the 1933 Act, from any and all losses,
claims, liabilities, costs, and expenses, including attorney fees
(collectively, "Losses"), that may be assessed against or suffered or
incurred by any of them howsoever they arise, and as they are
incurred, which relate in any way to: (i) our lack of good faith,
negligence, or willful misconduct in carrying out our duties and
responsibilities under this Agreement; (ii) our failure to comply with
any applicable law, rule or regulation (including, without limitation,
the securities laws and regulations of the United States or any state
or jurisdiction) in connection with the offer or sale by us of Units
of the Trusts pursuant to this Agreement, or the discharge of any of
our other duties and responsibilities under this Agreement; (iii) any
alleged tort or breach of contract related to the offer or sale by us
of Units of the Trusts pursuant to this Agreement (except to the
extent that your negligence or failure to follow correct instructions
received from us is the cause of such Loss); (iii) any redemption or
exchange pursuant to instructions received from us or our directors,
trustees, officers, partners, employees, agents, or affiliates; (iv)
incorrect investment instructions received by you from us; or (v) the
breach by us of any of our representations and warranties specified
herein or our failure to comply with the terms and conditions of this
Agreement, whether or not such action, failure, error, omission,
misconduct or breach is committed by us or our directors, trustees,
officers, partners, employees, agents, affiliates or any person who
controls or is controlled by us within the meaning of the 1933 Act.
(b) You agree to indemnify, defend and hold harmless us and our directors,
trustees, officers, partners, employees, agents, affiliates and each
person who controls or is controlled by us, within the meaning of the
1933 Act, from any and all Losses that may be assessed against or
suffered or incurred by any of them howsoever they arise, and as they
are incurred, which relate in any way to (i) your lack of good faith,
gross negligence, or willful misconduct in carrying out your duties
and responsibilities under this Agreement; (ii) your failure to comply
with any applicable law, rule or regulation in connection with the
discharge of your duties and responsibilities under this Agreement;
(iii) any untrue statement of a material fact, or any omission to
state a material fact, contained in a Prospectus or in any written
sales literature or other marketing materials provided by you to the
us, or (iv) the breach by you of any of your representations and
warranties specified herein or your failure to comply with the terms
and conditions of this Agreement, whether or not such action, failure,
error, omission, misconduct or breach is committed by you or your
directors, officers, employees agents, affiliates or any person who
controls or is controlled by you within the meaning of the 1933 Act.
23. Governing Law: This Agreement shall be governed and construed in accordance
with the laws of the state -------------- of New York, without reference to
the choice-of-law principles thereof.
24. Investigations and Proceedings: We agree and you agree to cooperate fully
in any securities regulatory investigation or proceeding or judicial
proceeding with respect to our respective activities under this Agreement
and promptly to notify the each other of any such investigation or
proceeding.
25. Captions: All captions used in this Agreement are for convenience only and
are not to be used in -------- construing or interpreting any aspect
hereof.
26. Severability: Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable
law. If, however, any provision of this Agreement is held, under applicable
law, to be invalid, illegal or unenforceable in any respect, such provision
shall be ineffective only to the extent of such invalidity, and the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired in any way.
27. Non-Exclusivity: Each of the parties acknowledges and agrees that this
Agreement and the arrangements described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
28. Entire Agreement: This Agreement contains our entire understanding with you
with respect to the subject ---------------- matter contained herein and
supersedes all previous agreements and/or understandings between us.
If the foregoing is in accordance with your understanding, please sign and
return the enclosed copy of this letter whereupon it shall become a binding
agreement between us.
Very truly yours,
NAME OF UNDERWRITING FIRM:
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Address:
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By:
Printed Name:____________________________________________
Title:___________________________________________________
Date:____________________________________________________
Agreed and accepted:
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By:________________________________________________
Printed Name:______________________________________
Title:_____________________________________________
Date:______________________________________________
