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EX-99.B 6(a)
AMENDED
DISTRIBUTION AGREEMENT
STAGECOACH INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
February 1, 1994
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Company"), on behalf of each of its portfolios now or hereafter in effect
(each, a "Fund"), and you ("Distributor") as follows:
1. As the Company's agent, Distributor shall be the exclusive
distributor for the unsold portion of shares of the Fund that are registered
under the Securities Act of 1933 (the "1933 Act").
2. The Company shall sell through Distributor, as the Company's
agent, and deliver, upon the terms set forth herein, Fund shares that
Distributor orders from the Company and for which Distributor has received and
confirmed unconditional purchase orders. All orders from Distributor shall be
subject to acceptance and confirmation by the Company. The Company shall have
the right, at its election, to deliver either shares issued upon original issue
or treasury shares.
3. As the Company's agent, Distributor may sell and distribute
Fund shares in such manner not inconsistent with the provisions hereof as
Distributor may determine from time to time. In that connection Distributor
shall comply with all laws, rules and regulations applicable to it, including,
without limiting the generality of the foregoing, all applicable rules or
regulations under the Investment Company Act of 1940 (the "1940 Act") and of
any securities association registered under the Securities Exchange Act of 1934
(the "1934 Act").
4. The Company reserves the right to sell Fund shares to
purchasers to the extent that it or the transfer agent for Fund shares receives
purchase applications therefor. Distributor's right to accept purchase orders
for Fund shares or to make sales thereof shall not apply to Fund shares that
may be offered by the Company to shareholders for the reinvestment of cash
distributed to
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shareholders by the Company or Fund shares that may otherwise be offered by the
Company to shareholders, unless Distributor is otherwise notified by the
Company.
5. All shares offered for sale and sold by Distributor shall be
offered for sale and sold by Distributor to or through securities dealers or
banks and other depository institutions having agreements with Distributor
("Servicing Agents") upon the terms and conditions set forth in paragraph 7(b)
hereof or to investors at the price per share (the "offering price", which is
the net asset value per share plus the applicable sales charge, if any)
specified and determined as provided in the Prospectus (the "Prospectus")
included in the Company's Registration Statement, as amended from time to time,
under the 1933 Act and the 1940 Act (the "Registration Statement"), relating to
the offering of its shares for sale. If the offering price is not an exact
multiple of one cent, it shall be adjusted to the nearest full cent. The
Company shall determine and furnish promptly to Distributor a statement of the
offering price at least once on each day on which the Prospectus states the
Company is required to determine the Company's net asset value for the purpose
of pricing purchase orders. Each offering price shall become effective at the
time and shall remain in effect during the period specified in the statement.
Each such statement shall show the basis of its computation. For purposes of
establishing the offering price, the Company shall consider a purchase order to
have been presented to it at the time it was originally entered by Distributor
for transmission to it, provided the original purchase order and Distributor's
fulfilling order to the Company are appropriately time stamped or evidenced to
show the time of original entry and that Distributor's fulfilling order to the
Company is received by the Company within a time deemed by it to be reasonable
after the purchase order was originally entered. Purchases of shares shall be
made for full and fractional shares, carried to the third decimal place.
6. Ownership of Fund shares sold hereunder shall be registered in
such names and denominations as are specified in writing to the Company or to
its agent designated for the purpose. No certificates for shares of the Fund
will be issued.
7. (a) Distributor shall from time to time employ or
associate with it such persons as it believes necessary to assist it in
carrying out its obligations under this agreement. The compensation of such
persons shall be paid by Distributor.
(b) Distributor shall have the right to enter into
servicing agreements with Servicing Agents of its choice for the sale or
marketing of Fund shares at the offering price and upon the terms and
conditions set forth in the Prospectus. Distributor may amend those
agreements, or modify the form of agreement, only upon approval of the Company.
(c) Distributor shall pay all expenses incurred in
connection with its qualification as a dealer or broker under Federal or state
laws.
(d) Distributor shall pay all expenses incurred in
connection with: (i) printing and distributing such number of copies of the
Prospectus as Distributor deems necessary for use in connection with offering
Fund shares to prospective investors, (ii) preparing, printing and distributing
any other literature and advertising deemed appropriate by Distributor for use
in connection with offering Fund shares for sale and (iii) all other expenses
incurred in connection
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with the sale of Fund shares as contemplated by this agreement, except as
otherwise specifically provided in this agreement. In addition, it is
understood and agreed that, so long as a plan of distribution of a Fund adopted
pursuant to Rule 12b-1 of the 1940 Act (a "Plan") continues in effect, any
expenses incurred by Distributor hereunder in connection with such Fund may be
paid from amounts received by it from such Fund under the Plan. So long as a
Plan continues in effect, Distributor shall be entitled to receive
reimbursement from the Company under the Plan for actual expenses incurred in
connection with the Fund to the extent such expenses are reimbursable under the
Plan and shall be entitled to receive compensation for distribution-related
services to the extent provided for under the Plan. Distributor shall provide
to the Board of Directors of the Company and the Board of Directors shall
review, at least quarterly, a written report of the amounts so expended, the
purposes for which such expenditures were made, the amounts of reimbursements
received and the amounts of compensation received.
(e) The Company shall execute all documents and furnish
any information which may be reasonably necessary in connection with the
qualification of Fund shares of the Company for sale in jurisdictions
designated by Distributor.
8. The Company shall furnish Distributor from time to time, for
use in connection with the sale of Fund shares, such written information with
respect to the Company as Distributor may reasonably request. In each case
such written information shall be signed by an authorized officer of the
Company. The Company represents and warrants that such information, when
signed by one of its officers, shall be true and correct. The Company shall
also furnish to Distributor copies of its reports to its stockholders and such
additional information regarding the Company's financial condition as
Distributor may reasonably request from time to time.
9. The Registration Statement and the Prospectus have been or
will be, as the case may be, carefully prepared in conformity with the 1933
Act, the 1940 Act and the rules and regulations (the "Rules and Regulations")
of the Securities and Exchange Commission (the "SEC"). The Company represents
and warrants to Distributor that the Registration Statement and the Prospectus
contain or will contain all statements required to be stated therein in
accordance with the 1933 Act, the 1940 Act and the Rules and Regulations, that
all statements of fact contained or to be contained therein are or will be true
and correct at the time indicated or the effective date, as the case may be,
and that neither the Registration Statement nor the Prospectus, when it shall
become effective under the 1933 Act or be authorized for use, shall include an
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
to a purchaser of Fund shares. The Company shall from time to time file such
amendment or amendments to the Registration Statement and the Prospectus as, in
the light of future developments, shall, in the opinion of the Company's
counsel, be necessary in order to have the Registration Statement and the
Prospectus at all times contain all material facts required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of Fund shares. If the Company shall not file such amendment or
amendments within 15 days after receipt by the Company of a written request
from Distributor to do so, Distributor may, at its option, terminate this
agreement immediately. The Company shall not file any amendment to the
Registration Statement or the Prospectus without giving Distributor reasonable
notice thereof in advance, provided that nothing in this
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agreement shall in any way limit the Company's right to file at any time such
amendments to the Registration Statement or the Prospectus as the Company may
deem advisable. The Company represents and warrants to Distributor that any
amendment to the Registration Statement or the Prospectus filed hereafter by
the Company will, when it becomes effective under the 1933 Act, contain all
statements required to be stated therein in accordance with the 1933 Act, the
1940 Act and the Rules and Regulations, that all statements of fact contained
therein will, when the same shall become effective, be true and correct, and
that no such amendment, when it becomes effective, will include an untrue
statement of a material fact or will omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading to
a purchaser of Fund shares.
10. Subject to the provisions of paragraph 7, the Company shall
prepare and furnish to Distributor from time to time such number of copies of
the most recent form of the Prospectus filed with the SEC as Distributor may
reasonably request. The Company authorizes Distributor and Servicing Agents to
use the Prospectus, in the form furnished to Distributor from time to time, in
connection with the sale of Fund shares. The Company shall indemnify, defend
and hold harmless Distributor, its officers and partners and any person who
controls Distributor within the meaning of the 1933 Act, from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which Distributor, its officers or
partners or any such controlling person, may incur under the 1933 Act, the 1940
Act, the common law or otherwise, arising out of or based upon any alleged
untrue statement of a material fact contained in the Registration Statement or
the Prospectus or arising out of or based upon any alleged omission to state a
material fact required to be stated in either thereof or necessary to make the
statements in either thereof not misleading. Notwithstanding the foregoing,
this indemnity agreement, to the extent that it might require indemnity of any
person who is an officer or partner of Distributor and who is also a director
of the Company, shall not inure to the benefit of such officer or partner
unless a court of competent jurisdiction shall determine, or it shall have been
determined by controlling precedent, that such result would not be against
public policy as expressed in the 1933 Act or the 1940 Act, and in no event
shall anything contained herein be so construed as to protect Distributor
against any liability to the Company or its stockholders to which Distributor
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this agreement. This indemnity
agreement is expressly conditioned upon the Company's being notified of any
action brought against Distributor, its officers or partners or any such
controlling person, which notification shall be given by letter or by telegram
addressed to the Company at its principal office in Little Rock, Arkansas, and
sent to the Company by the person against whom such action is brought within 10
days after the summons or other first legal process shall have been served.
The failure to notify the Company of any such action shall not relieve the
Company from any liability which it may have to the person against whom such
action is brought by reason of any such alleged untrue statement or omission
otherwise than on account of the indemnity agreement contained in this
paragraph. The Company shall be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, but, in such case, the
defense shall be conducted by counsel chosen by the Company and approved by
Distributor. If the Company elects to assume the defense of any such suit and
retain counsel approved by
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Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them, but in case the
Company does not elect to assume the defense of any such suit, or in case
Distributor does not approve of counsel chosen by the Company, the Company will
reimburse Distributor, its officers and partners or the controlling person or
persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by Distributor or them. In addition,
Distributor shall have the right to employ one separate counsel to represent
it, its officers and partners and any such controlling person who may be
subject to liability arising out of any claim in respect of which indemnity may
be sought by Distributor against the Company hereunder if in the reasonable
judgment of Distributor it is advisable because of actual or potential
differing interests between the Distributor, its officers and partners or such
controlling person and the Company in the conduct of the defense of such
action, for Distributor, its officers and partners or such controlling person
to be represented by separate counsel, in which event the fees and expenses of
such separate counsel shall be borne by the Company. This indemnity agreement
and the Company's representations and warranties in this agreement shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of Distributor, its officers and partners or any such controlling
person and shall survive the delivery of any shares as provided in this
agreement. This indemnity agreement shall inure exclusively to the benefit of
Distributor and its successors, Distributor's officers and partners and their
respective estates and any such controlling persons and their successors and
estates. The Company shall promptly notify Distributor of the commencement of
any litigation or proceedings against it in connection with the issue and sale
of any Fund shares.
11. Distributor agrees to indemnify, defend and hold harmless
the Company, its officers and directors and any person who controls the Company
within the meaning of the 1933 Act, from and against any and all claims,
demands, liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which the Company, its officers or directors or any such
controlling person, may incur under the 1933 Act, the 1940 Act, the common law
or otherwise, but only to the extent that such liability or expense incurred by
the Company, its officers or directors or such controlling person resulting
from such claims or demands shall arise out of or be based upon (a) any alleged
untrue statement of a material fact contained in information furnished in
writing by Distributor to the Company specifically for use in the Registration
Statement or the Prospectus or shall arise out of or be based upon any alleged
omission to state a material fact in connection with such information required
to be stated in the Registration Statement or the Prospectus or necessary to
make such information not misleading and (b) any alleged act or omission on
Distributor's part as the Company's agent that has not been expressly
authorized by the Company in writing. This indemnity agreement is expressly
conditioned upon Distributor's being notified of any action brought against the
Company, its officers and directors or any such controlling person, which
notification shall be given by letter or telegram, addressed to Distributor at
its principal office in Little Rock, Arkansas, and sent to Distributor by the
person against whom such action is brought, within 10 days after the summons or
other first legal process shall have been served. The failure to notify
Distributor of any such action shall not relieve Distributor from any liability
which it may have to the Company, its officers or directors or such controlling
person by reason of any such alleged misstatement or omission on Distributor's
part otherwise than on account of the indemnity agreement contained in this
paragraph. Distributor shall have a right to control the defense of
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such action with counsel of its own choosing and approved by the Company if
such action is based solely upon such alleged misstatement or omission on
Distributor's part, and in any other event the Company, its officers and
directors or such controlling person shall each have the right to participate
in the defense or preparation of the defense of any such action at their own
expense.
12. No Fund shares shall be sold through Distributor or by the
Company under this agreement and no orders for the purchase of Fund shares
shall be confirmed or accepted by the Company if and so long as the
effectiveness of the Registration Statement shall be suspended under any of the
provisions of the 1933 Act. Nothing contained in this paragraph 12 shall in
any way restrict, limit or have any application to or bearing upon the
Company's obligation to redeem Fund shares from any shareholder in accordance
with the provisions of its Articles of Incorporation. The Company will use its
best efforts at all times to have Fund shares effectively registered under the
0000 Xxx.
13. The Company agrees to advise Distributor immediately:
(a) of any request by the SEC for amendments to the
Registration Statement or the Prospectus or for additional information;
(b) in the event of the issuance by the SEC of any stop
order suspending the effectiveness of the Registration Statement or the
Prospectus under the 1933 Act or the initiation of any proceedings for that
purpose;
(c) of the happening of any material event that makes
untrue any statement made in the Registration Statement or the Prospectus or
that requires the making of a change in either thereof in order to make the
statements therein not misleading; and
(d) of any action of the SEC with respect to any
amendments to the Registration Statement or the Prospectus that may from time
to time be filed with the SEC under the 1933 Act or the 1940 Act.
14. Insofar as they concern the Company, the Company shall
comply with all applicable laws, rules and regulations, including, without
limiting the generality of the foregoing, all rules or regulations made or
adopted pursuant to the 1933 Act, the 1940 Act or by any securities association
registered under the 1934 Act.
15. Distributor may, if it desires and at its own cost and
expense, appoint or employ agents to assist it in carrying out its obligations
under this agreement, but no such appointment or employment shall relieve
Distributor of any of its responsibilities or obligations to the Company under
this agreement.
16. Subject to the provisions of paragraph 9, this agreement
shall continue in effect until such time as there shall remain no unsold
balance of Fund shares registered under the 1933 Act, provided that this
agreement shall continue in effect for a period of more than one year from the
date hereof only so long as such continuance is specifically approved at least
annually in
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accordance with the 1940 Act and the rules thereunder. This agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act). This agreement may, in any event, be terminated at any time, without the
payment of any penalty, by the Company upon 60 days' written notice to
Distributor or by Distributor at any time after the second anniversary of the
effective date of this agreement on 60 days' written notice to the Company.
17. This agreement shall be governed by and construed in
accordance with the laws of the State of Arkansas.
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If the foregoing correctly sets forth the agreement between the
Company and Distributor, please so indicate by signing and returning to the
Company the enclosed copy hereof.
Very truly yours,
STAGECOACH INC.
By:
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Name:
-------------------------
Title:
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ACCEPTED as of the date
set forth above:
XXXXXXXX INC.
By:
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Name:
----------------------------
Title:
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XXXXXXXX INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
FORM OF
SELLING GROUP AGREEMENT
STAGECOACH INC.
Ladies and Gentlemen:
We are the exclusive distributor of the shares of capital stock of
the several portfolios (each a "Fund" and collectively the "Funds") of
Stagecoach Inc. (the "Company"), a Maryland corporation, pursuant to the terms
of a Distribution Agreement between us and the Company. We invite you to
participate in the distribution of the shares of capital stock of certain of
the Funds (as identified to you from time to time) ("Shares") on the following
terms:
1. You represent and warrant that you are either (a) a
registered broker or dealer pursuant to the Securities
Exchange Act of 1934 ("1934 Act"), and a member of the
National Association of Securities Dealers, Inc. (the
"NASD"), and that you will maintain such registration and
membership and abide by the Rules of Fair Practice, the
Constitution and By-Laws of the NASD and all other rules and
regulations that are now or may become applicable to you and
your activities hereunder; or (b) a bank exempt from
registration as a broker-dealer under the federal securities
laws, and that you will conduct your activities hereunder and
otherwise in a manner so as to remain exempt from such
registration and in compliance with the provisions of the
Xxxxx-Xxxxxxxx Act and all other rules and regulations that
are now or may become applicable to you and your activities
hereunder.
2. You represent and warrant that you are registered or
qualified to act as a broker or dealer (or are exempt from
being required to register or qualify as such) in the states
or other jurisdictions where you transact business. You
agree that you will maintain such registrations or
qualifications in full force and effect throughout the term
of this Agreement (and if an exemption becomes no longer
available, to immediately so qualify or register). You agree
to comply with all applicable federal, state and local laws,
including, without limiting the generality of the foregoing,
the Securities Act of 1933, the 1934 Act and the Investment
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Company Act of 1940 ("1940 Act"), and all applicable rules or
regulations thereunder. You agree to offer and sell Shares
only in the states and other jurisdictions in which we have
indicated that such offers and sales can be made and in which
you are qualified to so act. You further agree not to offer
or sell Shares outside the several states, territories and
possessions of the United States.
3. You agree to offer and sell Shares of the Funds to your
customers only at the applicable public offering price (which
is the net asset value per share plus the applicable sales
load, if any) then in effect as described in the respective
Fund's then currently effective prospectus, including any
supplements or amendments thereto ("Prospectus"). You may
establish and charge reasonable service fees to your clients
for processing exchange or redemption orders for Shares,
provided you disclose the fees to your clients.
4. Purchase orders for Shares ("Purchase Orders") received from
you and accepted by us will be executed at the applicable
public offering price next determined after our receipt and
acceptance of such Purchase Order, in accordance with the
Prospectuses. All Purchase Orders must meet the applicable
minimum initial and subsequent investment requirements as
described and set forth in the Prospectuses. You agree to
date and time stamp all orders received by you and to
promptly forward all Purchase Orders to us or the Company's
Transfer Agent in time for processing at the public offering
price next determined after receipt by you. You agree that
you will not withhold Purchase Orders or purchase shares in
anticipation of receiving Purchase Orders from customers.
The procedures applicable to the handling of Purchase Orders
shall be subject to such instructions as may be issued by us
from time to time.
5. All Purchase Orders are subject to acceptance by us and
confirmation by the Company or its Transfer Agent. We
reserve the right in our sole discretion to reject any
Purchase Order, including contingent or conditional Purchase
Orders, in whole or in part. We also reserve the right in
our discretion without notice to you to suspend sales or
withdraw the offering of Shares, in whole or in part, or to
cancel this Agreement.
6. You agree to purchase Shares only through us or from your
customers. Purchases through us shall be made only for the
purpose of covering Purchase Orders already received from
your customers or for your bona fide investment. Purchases
from your customers, if any, shall be at a price that is not
less than the applicable net asset value quoted by the
Company at the time of such purchase as determined in the
manner set forth in the Prospectuses. All transactions in
Shares shall be subject to the terms and provisions set forth
in the Prospectuses.
7. Shares purchased hereunder will not be issued in certificated
form except where permitted by the applicable Prospectus,
upon written request by you or your
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customer, and only when payment and proper registration or
transfer instructions have been received by the Company or
its Transfer Agent.
8. If a customer's account with a Fund is established without
the customer signing an Account Application, you represent
that the instructions relating to the registration and
shareholder options selected (whether on the Account
Application, in some other document or orally) are in
accordance with the customer's instructions, and you shall be
responsible to the Company, its Transfer Agent and us for any
losses, claims, damages or expenses resulting from acting
upon such instructions.
9. If payment for Shares purchased hereunder is not received or
made within the applicable time period specified in the
governing Prospectus, or if you cancel any order at any time
after our acceptance of the Purchase Order, we reserve the
right to cancel the sale (or, at our option, to redeem the
Shares), in which case you shall be responsible to the
Company, its Transfer Agent and us for any losses, claims,
damages or expenses resulting from your failure to make
payment or cancellation as aforesaid.
10. You have no authority whatsoever to act as agent for, partner
of or participant in a joint venture with the Company or us
or any other member of the Selling Group, and nothing in this
Agreement shall constitute either of us the agent of the
other or shall constitute you or the Company the agent of
each other. In all transactions in the Shares, you are
acting as principal or as agent for your customer and we are
acting as agent for the Company and not as principal. We are
not responsible for registering or qualifying the Shares for
sale in any jurisdiction. We also are not responsible for
the issuance, form, validity, enforceability or value of the
Company's Shares.
11. No person is authorized to act for us or to make any
representations concerning the Company or its Shares except
those contained in the Prospectuses and the Statements of
Additional Information, and in sales literature issued by us
supplemental to the Prospectuses and Statements of Additional
Information ("Sales Literature"). In purchasing Shares
through us, you shall rely solely upon the representations
contained in the Prospectuses, the Statements of Additional
Information and the Sales Literature. We will furnish you,
upon request, with a reasonable quantity of copies of the
Prospectuses, Statements of Additional Information, Sales
Literature and amendments and supplements thereto. You agree
that if and when we supply you with copies of any supplements
to any Prospectus, you will affix copies of such supplements
to all such Prospectuses in your possession, that thereafter
you will distribute such Prospectuses only with such
supplements affixed, and that you will present Purchase
Orders only from persons who have received Prospectuses with
such supplements affixed. You agree not to use Sales
Literature in connection with the solicitation of Purchase
Orders unless accompanied or preceded by the relevant
Prospectus.
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12. As compensation, you shall be entitled to receive that
portion of any sales load assessed on the purchase of the
Shares equal to the dealer allowance, as set forth in the
Prospectuses. Sales loads and dealer allowances shall take
into account volume discounts, rights of accumulation,
letters of intent, certain reinvestments of redemption
proceeds, certain reductions for designated persons or groups
and exchanges and any other arrangements for the reduction or
elimination of sales loads and dealer allowances, all as
described in the Prospectuses. You are responsible for
obtaining from your customer such information as you deem
necessary to establish a reasonable basis for believing that
the customer is eligible for any claimed reductions in or
elimination of sales loads, and for obtaining from your
customer requisite tax identification numbers and
certifications. By transmitting Purchase Orders to us or to
the Company's Transfer Agent, you shall be deemed to have
represented and warranted to us, the Company, and its
Transfer Agent that you have a reasonable basis for
believing, and do believe, that the customer is eligible for
such reduction or elimination and that, unless you advise us
otherwise, you have obtained the requisite tax identification
numbers and certifications.
13. As further compensation for distribution-related services
performed by you in connection with the distribution of
Shares of any of the Funds which have distribution plans in
effect under Rule 12b-1 under the 1940 Act that provide for
compensation for distribution-related services, you also may
receive a periodic fee based upon a percentage of the average
daily net asset value of Shares of the respective Funds
attributable to you, in accordance with the applicable
Distribution Plans as disclosed in the governing Prospectus.
14. If any Shares are repurchased or tendered for redemption by
the Company within seven business days after acceptance by us
or the Company of the Purchase Order for such Shares, you
shall forfeit the right to and promptly refund to us the full
dealer allowance paid or reallowed to you in connection with
the original Purchase Order.
15. You agree to indemnify the Company, its Transfer Agent and us
for any losses, claims, damages or expenses arising out of or
in connection with any wrongful act or omission by you, your
representatives, agents or sub-agents not in accordance with
this Agreement, provided that such losses, claims, damages or
expenses were not caused by the indemnitees' willful
misfeasance, bad faith or gross negligence.
16. This Agreement shall become effective upon receipt by us of a
signed copy hereof, and shall cancel and supersede any and
all prior Selling Group Agreements or similar agreements or
contracts relating to the distribution of the Shares. Any
amendments to this Agreement shall be deemed accepted by you,
and will take effect with respect to, and on the date of, any
orders placed by you after the date
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set forth in any notice of amendment sent by us to you. This
Agreement shall be governed by, and construed in accordance
with, the laws of the State of Arkansas.
17. This Agreement may be terminated upon written notice by
either party at any time, and shall automatically terminate
upon its attempted assignment by you, whether by operation of
law or otherwise, or by us otherwise than by operation of
law. We reserve the right to cancel this Agreement at any
time without notice if any Shares are offered for sale by you
at less than the applicable public offering price as set
forth in the Prospectuses.
18. This Agreement is in all respects subject to statements
regarding the sale and repurchase or redemption of Shares
made in the Prospectuses, and to the Rules of Fair Practice
of the NASD, which shall control and override any provision
to the contrary in this Agreement.
19. All communications to us shall be sent to us by mail or by
confirmed telefacsimile at 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000. Any notice to you shall be duly given if
sent by mail or by confirmed telefacsimile to you at your
address as set forth on the signature page hereof. Any party
that changes its address shall promptly notify the other
party in accordance with the terms of this paragraph.
Date: XXXXXXXX INC.
By:
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Name:
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Title:
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The undersigned accepts this invitation to become a member of the
Selling Group and agrees to abide by the foregoing terms and conditions.
Date:
Address:
Telephone:
Telefacsimile:
By: By:
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(Authorized Signature) (Authorized Signature)
Name: Name:
------------------------- -------------------------
Title: Title:
------------------------ ------------------------
Please execute this Agreement in duplicate and return one copy to
Xxxxxxxx Inc.
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