PILGRIM AMERICA BANK AND THRIFT FUND, INC.
00 XXXXX XXXXXXX XXXXXX
XXXXXXX, XXXXXXX 00000
____________, 0000
Xxxxxxx Xxxxxxx Securities, Inc.
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Underwriting Agreement
Gentlemen:
Pilgrim America Bank and Thrift Fund, Inc. is a Maryland corporation
operating as an open-end management investment company (hereinafter referred to
as the "Company"). The Company is registered as such under the Investment
Company Act of 1940, as amended (the "1940 Act"), and its shares are registered
under the Securities Act of 1933, as amended (the "1933 Act"). The Company
desires to offer and sell the authorized but unissued shares of the Company to
the public in accordance with applicable federal and state securities laws.
You have informed us that your company, Pilgrim America Securities,
Inc. ("PAS"), is registered as a broker-dealer under the provisions of the
Securities Exchange Act of 1934 and that PAS is a member in good standing of the
National Association of Securities Dealers, Inc. You have indicated your desire
to act as the exclusive selling agent and principal underwriter for Company
shares. We have been authorized by the Company to execute and deliver this
Agreement to you by a resolution of our Board of Directors (the "Directors")
adopted at a meeting of the Directors, at which a majority of Directors,
including a majority of our Directors who are not otherwise interested persons
of our investment manager or its related organizations, were present and voted
in favor of the said resolution approving this Agreement.
1. Appointment of Underwriter. Upon the execution of this
Agreement and in consideration of the agreements on your part herein expressed
and upon the terms and conditions set forth herein, we hereby appoint you as the
exclusive sales agent for distribution of the shares (other than sales made
directly by the Company without sales charge) and agree that we will deliver to
you such shares as you may sell. You agree to use your best efforts to promote
the sale of the shares, but you are not obligated to sell any specific number of
the shares.
2. Independent Contractor. You will undertake and discharge
your obligations hereunder as an independent contractor and shall have no
authority or power to obligate or bind the Company by your actions, conduct or
contracts, except that you are authorized to accept orders for the purchase or
repurchase of the shares as our agent. You may appoint sub-agents or distribute
the shares through dealers (or otherwise) as you may determine necessary or
desirable from time to
time. This Agreement shall not, however, be construed as authorizing any dealer
or other person to accept orders for sale or repurchase on our behalf or to
otherwise act as our agent for any purpose.
3. Offering Price. Shares of the Company shall be offered at a
price equivalent to their net asset value plus, as appropriate, a variable
percentage of the public offering price as a sales load, as set forth in the
Company's Prospectus. On each business day on which the New York Stock Exchange
is open for business, we will furnish you with the net asset value of the
shares, which shall be determined and become effective as of the close of
business of the New York Stock Exchange on that day. The net asset value so
determined shall apply to all orders for the purchase of the shares received by
dealers prior to such determination, and you are authorized in your capacity as
our agent to accept orders and confirm sales at such net asset value; provided
that, such dealers notify you of the time when they received the particular
order and that the order is placed with you prior to your close of business on
the day on which the applicable net asset value is determined. To the extent
that our Shareholder Servicing and Transfer Agent (collectively, "Agent") and
the Custodian(s) for any pension, profit-sharing, employer or self-employed plan
receive payments on behalf of the investors, such Agent and Custodian(s) shall
be required to record the time of such receipt with respect to each payment, and
the applicable net asset value shall be that which is next determined and
effective after the time of receipt by them. In all events, you shall forthwith
notify all of the dealers comprising your selling group and the Agent and
Custodian(s) of the effective net asset value as received from us. Should we at
any time calculate our net asset value more frequently than once each business
day, you and we will follow procedures with respect to such additional price or
prices comparable to those set forth above in this Section 3.
4. Sales Commission.
(a) You shall be entitled to receive a sales
commission on the sale of shares of
the Company in the amounts and according to the procedures set forth in the
Company's Prospectus then in effect under the 1933 Act (including any
supplements or amendments thereto).
(b) In addition to the payments of the sales
commissions to you provided for in paragraph 4(a), you may also receive
reimbursement for expenses or a maintenance or trail fee as may be required by
and described in the distribution plans adopted by the Company pursuant to Rule
12b-1 under the 1940 Act (the "Distribution Plan").
(c) You may allow appointed sub-agents or dealers
such commissions or discounts (not exceeding the total sales commission) as you
shall deem advisable, so long as any such commissions or discounts are set forth
in the Company's then current Prospectus, to the extent required by the
applicable federal and state securities laws.
5. Payment of Shares. At or prior to the time of delivery of
any of our shares you will pay or cause to be paid to the Custodian, for our
account, an amount in cash equal to the net asset value of such shares. In the
event that you pay for shares sold by you prior to your receipt of payment from
purchasers, you are authorized to reimburse yourself for the net asset value of
such shares from the offering price of such shares when received by you.
6. Registration of Shares. No shares shall be registered on
our books until (i) receipt by us of your written request therefor; (ii) receipt
by the Custodian and Agent of a certificate
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