ADDENDUM
TO
Sales Agreement
covering shares of capital stock
or shares of beneficial interest of
the Xxxxxxxx Mutual Funds
between
XXXXXXXX FINANCIAL SERVICES, INC.
and
DEALER
Dear Dealer:
Your Sales Agreement with Xxxxxxxx Financial Services, Inc. ("SFSI") is
hereby amended to include the following provisions in connection with the
offering by certain of the Xxxxxxxx Mutual Funds of Class B shares as described
in each applicable prospectus:
1. Dealer agrees to comply with the attached "Policies and Procedures" with
respect to sales of Xxxxxxxx Mutual Funds offering three classes of shares.
2. SFSI shall be entitled to a contingent deferred sales load ("CDSL") on
redemptions within six years of purchase on any Class B shares sold and
within one year of purchase on any Class D shares sold. With respect to
omnibus accounts in which Class B shares or Class D shares are held at
Xxxxxxxx Data Corp. ("SDC") in Dealer's name, Dealer agrees that by the
tenth day of each month it will furnish to SDC a report of each redemption
in the preceding month to which a CDSL was applicable, accompanied by a
check payable to SFSI in payment of the CDSL due.
3. If, with respect to a redemption of any Class B shares or Class D shares
sold by Dealer, the CDSL is waived because the redemption qualifies for a
waiver set forth in the Fund's prospectus, Dealer shall promptly remit to
SFSI an amount equal to the payment made by SFSI to Dealer at the time of
sale with respect to such Class B shares or Class D Shares.
4. The Dealer will comply in all respects with Notice to Members 95-80 of the
National Association of Securities Dealers, Inc. regarding members
obligations and responsibilities regarding mutual fund sales practices.
The sale of any Class A,Class B or Class D shares of a Xxxxxxxx Mutual Fund
will constitute Dealer's acceptance of and agreement with the terms set forth
herein.
Exhibit C
POLICIES AND PROCEDURES
In connection with the offering by the Funds of three classes of shares,
one subject to a front-end sales load and a service fee ("Class A Shares"), one
subject to a service fee, a distribution fee, no front-end sales load and a
contingent deferred sales load on redemptions within six years of purchase
("Class B Shares") and one subject to a service fee, a distribution fee, no
front-end sales load and a contingent deferred sales load on redemptions within
one year of purchase ("Class D Shares"), it is important for an investor to
choose the method of purchasing shares which best suits his or her particular
circumstances. To assist investors in these decisions, Xxxxxxxx Financial
Services has instituted the following policies with respect to orders for
Shares:
1. No purchase order may be placed for Class B Shares or Class D Shares for
amounts of $4,000,000 or more.
2. Any purchase order for less than $4,000,000 may be for either Class A,
Class B or Class D Shares in light of the relevant facts and circumstances,
including:
a. the specific purchase order dollar amount;
b. the length of time the investor expects to hold his Shares; and
c. any other relevant circumstances such as the availability of purchases
under a Letter of Intent, Volume Discount, or Right of Accumulation.
There are instances when one method of purchasing Shares may be more
appropriate than another. For example, an investor who would qualify for a
significant discount from the maximum sales load on Class A Shares may determine
that payment of such a reduced front-end sales load and service fee is
preferable to payment of higher ongoing distribution fee. On the other hand, an
investor whose order would not qualify for such a discount may wish to have all
of his or her funds invested in Class B or Class D Shares. An investor who
expects to hold his or her shares for longer than eight years might prefer Class
B Shares over Class D Shares because of the conversion feature; once the Class B
Shares have converted to Class A Shares, the ongoing distribution fees will be
reduced. Class D Shares may remain a more attractive choice for shorter-term
investors because of the contingent deferred sales load on such shares is only
1%, and it does not apply if the investor owns his or her shares for at least
one year. If an investor anticipates that he or she will redeem his or her Class
B Shares or Class D Shares while still subject to a contingent deferred sales
charge, the investor may, depending on the amount of the purchase, pay an amount
greater than the sales load and service fee attributable to Class A Shares.
Appropriate supervisory personnel within your organization must ensure that
all employees receiving investor inquiries about the purchase of Shares of a
Fund advise the investor of then available pricing structures offered by the
Fund, and the impact of choosing one method over another. In some instances it
may be appropriate for a supervisory person to discuss a purchase with the
investor.
Questions relating to this policy should be directed to Xxxxxxx X. Xxxxxxx,
President, Xxxxxxxx Financial Services at (000) 000-0000.
SALES AGREEMENT
covering shares of capital stock
and/or shares of beneficial interest of
THE XXXXXXXX MUTUAL FUNDS
Xxxxxxxx Capital Fund, Inc.
Xxxxxxxx Common Stock Fund, Inc.
Xxxxxxxx Communications and Information Fund, Inc.
Xxxxxxxx Frontier Fund, Inc.
Xxxxxxxx Growth Fund, Inc.
Xxxxxxxx Xxxxxxxxx Global Fund Series, Inc.
Xxxxxxxx High Income Fund Series
Xxxxxxxx Income Fund, Inc.
Xxxxxxxx New Jersey Tax-Exempt Fund, Inc.
Xxxxxxxx Pennsylvania Tax-Exempt Fund Series
Xxxxxxxx Tax-Exempt Fund Series, Inc.
Xxxxxxxx Tax-Exempt Series Trust
between
XXXXXXXX FINANCIAL SERVICES, INC.
and
----------------------------------------------------------------------------
Dealer
The Dealer named above and Xxxxxxxx Financial Services, Inc., exclusive agent
for distribution of shares of capital stock of Xxxxxxxx Capital Fund, Inc.,
Xxxxxxxx Common Stock Fund, Inc., Xxxxxxxx Communications and Information Fund,
Inc., Xxxxxxxx Frontier Fund, Inc., Xxxxxxxx Growth Fund, Inc., Xxxxxxxx
Xxxxxxxxx Global Fund Series, Inc., Xxxxxxxx Income Fund, Inc., Xxxxxxxx New
Jersey Tax-Exempt Fund, Inc., and Xxxxxxxx Tax-Exempt Fund Series, Inc., and
shares of beneficial interest of Xxxxxxxx High Income Fund Series, Xxxxxxxx
Pennsylvania Tax-Exempt Fund, and Xxxxxxxx Tax-Exempt Series Trust, agree to the
terms and conditions set forth in this agreement.
Dealer Signature Xxxxxxxx Financial Services, Inc. Acceptance
----------------------------- --------------------------------------------
Principal Officer Xxxxxxx X. Xxxxxxx, President
XXXXXXXX FINANCIAL SERVICES, INC.
----------------------------- 000 Xxxx Xxxxxx
Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000
----------------------------- --------------------------------------------
Employer Identification No. Date
REV 1/95
The Dealer and Xxxxxxxx Financial Services, Inc. ("Xxxxxxxx Financial
Services"), as exclusive agent for distribution of Class A and Class D Shares
(as described in the "Policies and Procedures," as set forth below) of the
Capital Stock and/or Class A and Class D Shares of beneficial interest
(collectively, the "Shares") of Xxxxxxxx Capital Fund, Inc., Xxxxxxxx Common
Stock Fund, Inc., Xxxxxxxx Communications and Information Fund, Inc., Xxxxxxxx
Frontier Fund, Inc., Xxxxxxxx Growth Fund, Inc., Xxxxxxxx Xxxxxxxxx Global Fund
Series, Inc., Xxxxxxxx High Income Fund Series, Xxxxxxxx Income Fund, Inc.,
Xxxxxxxx New Jersey Tax-Exempt Fund, Inc., Xxxxxxxx Pennsylvania Tax-Exempt
Fund, Xxxxxxxx Tax-Exempt Fund Series, Inc. and Xxxxxxxx Tax-Exempt Series Trust
and or any other mutual fund for which Xxxxxxxx Financial Services is exclusive
agent for distribution (herein called the Funds), agree as follows:
1. The Dealer agrees to comply with the attached "Policies and Procedures"
with respect to sales of Xxxxxxxx Mutual Funds offering two classes of
shares, as set forth below.
2. An order for Shares of one or more of the Funds, placed by the Dealer with
Xxxxxxxx Financial Services, will be confirmed at the public offering price
as described in each Fund's current prospectus. Unless otherwise agreed
when an order is placed, the Dealer shall remit the purchase price to the
Fund, or Funds, with issuing instruction, within the period of time
prescribed by existing regulations. No wire orders under $1,000 may be
placed for initial purchases.
3. Shares of the Funds shall be offered for sale and sold by the Dealer only
at the applicable public offering price currently in effect, determined in
the manner prescribed in each Fund's prospectus. Xxxxxxxx Financial
Services will make a reasonable effort to notify the Dealer of any
redetermination or suspension of the current public offering price, but
Xxxxxxxx Financial Services shall be under no liability for failure to do
so.
4. On each purchase of Shares by the Dealer, the Dealer shall be entitled,
based on the Class of Shares purchased and except as provided in each
Fund's current prospectus, to a concession determined as a percentage of
the price to the investor as set forth in each Fund's current prospectus.
On each purchase of Class A Shares, Xxxxxxxx Financial Services reserves
the right to receive a minimum concession of $.75 per transaction. No
concessions will be paid to the Dealer for the investment of dividends in
additional shares.
5. Except for sales to and purchases from the Dealer's retail customers, all
of which shall be made at the applicable current public offering price or
the current price bid by Xxxxxxxx Financial Services on behalf of the Fund,
the Dealer agrees to buy Shares only through Xxxxxxxx Financial Services
and not from any other sources and to sell shares only to Xxxxxxxx
Financial Services, the Fund or its redemption agent and not to any other
purchasers.
6. By signing this Agreement, both Xxxxxxxx Financial Services and the Dealer
warrant that they are members of the National Association of Securities
Dealers, Inc., and agree that termination of such membership at any time
shall terminate this Agreement forthwith regardless of the provisions of
paragraph 10 hereof. Each party further agrees to comply with all rules and
regulations of such Association and specifically to observe the following
provisions:
(a) Neither Xxxxxxxx Financial Services nor the Dealer shall withhold
placing customers' orders for Shares so as to profit itself as a
result of such withholding.
(b) Xxxxxxxx Financial Services shall not purchase Shares from any of the
Funds except for the purpose of covering purchase orders already
received, and the Dealer shall not purchase Shares of any of the Funds
through Xxxxxxxx Financial Services other than for investment, except
for the purpose of covering purchase orders already received.
(c) Xxxxxxxx Financial Services shall not accept a conditional order for
Shares on any basis other than at a specified definite price. The
Dealer shall not, as principal, purchase Shares of any of the Funds
from a recordholder at a price lower than the bid price, if any, then
quoted by or for the Fund, but the Dealer shall not be prevented from
selling Shares for the account of a record owner to Xxxxxxxx Financial
Services, the Fund or its redemption agent at the bid price currently
quoted by or for such Fund, and charging the investor a fair
commission for handling the transaction.
(d) If Class A Shares are repurchased by a Fund or by Xxxxxxxx Financial
Services as its agent, or are tendered for redemption within seven
business days after confirmation by Xxxxxxxx Financial Services of the
original purchase order of the Dealer for such Shares, (i) the Dealer
shall forthwith refund to Xxxxxxxx Financial Services the full
concession allowed to the Dealer on the original sales and (ii)
Xxxxxxxx Financial Services shall forthwith pay to the Fund Xxxxxxxx
Financial Services' share of the "sales load" on the original sale by
Xxxxxxxx Financial Services, and shall also pay to the Fund the refund
which Xxxxxxxx Financial Services received under (i) above. The Dealer
shall be notified by Xxxxxxxx Financial Services of such repurchase or
redemption within ten days of the date that such redemption or
repurchase is placed with Xxxxxxxx Financial Services, the Fund or its
authorized agent. Termination or cancellation of this Agreement shall
not relieve the Dealer or Xxxxxxxx Financial Services from the
requirements of this clause (d).
7. (a) Xxxxxxxx Financial Services shall be entitled to a contingent deferred
sales load ("CDSL") on redemptions within one year of purchase on any
Class D Shares sold. With respect to omnibus accounts in which Class D
Shares are held at Xxxxxxxx Data Corp. ("SDC") in the Dealer's name,
the Dealer agrees that by the tenth day of each month it will furnish
to SDC a report of each redemption in the preceding month to which a
CDSL was applicable, accompanied by a check payable to Xxxxxxxx
Financial Services in payment of the CDSL due.
(b) If, with respect to a redemption of any Class D Shares sold by the
Dealer, the CDSL is waived because the redemption qualifies for a
waiver set forth in the Fund's prospectus, the Dealer shall promptly
remit to Xxxxxxxx Financial Services an amount equal to the payment
made by Xxxxxxxx Financial Services to the Dealer at the time of sale
with respect to such Class D Shares.
8. In all transactions between Xxxxxxxx Financial Services and the Dealer
under this Agreement, the Dealer will act as principal in purchasing from
or selling to Xxxxxxxx Financial Services. The dealer is not for any
purposes employed or retained as or authorized to act as broker, agent or
employee of any Fund or of Xxxxxxxx Financial Services and the Dealer is
not authorized in any manner to act for any Fund or Xxxxxxxx Financial
Services or to make any representations on behalf of Xxxxxxxx Financial
Services. In purchasing and selling Shares of any Fund under this
Agreement, the Dealer shall be entitled to rely only upon matters stated in
the current offering prospectus of the applicable Fund and upon such
written representations, if any, as may be made by Xxxxxxxx Financial
Services to the Dealer over the signature of Xxxxxxxx Financial Services.
9. Xxxxxxxx Financial Services will furnish to the Dealer, without charge,
reasonable quantities of the current offering prospectus of each Fund and
sales material issued from time to time by Xxxxxxxx Financial Services.
10. Either Party to this Agreement may cancel this Agreement by written notice
to the other party. Such cancellation shall be effective at the close of
business on the 5th day following the date on which such notice was given.
Xxxxxxxx Financial Services may modify this Agreement at any time by
written notice to the Dealer. Such notice shall be deemed to have been
given on the date upon which it was either delivered personally to the
other party or any officer or member thereof, or was mailed postage-paid,
or delivered to a telegraph office for transmission to the other party at
his or its address as shown herein.
11. This Agreement shall be construed in accordance with the laws of the State
of New York and shall be binding upon both parties hereto when signed by
Xxxxxxxx Financial Services and by the Dealer in the spaces provided on the
cover of this Agreement. This Agreement shall not be applicable to Shares
of a Fund in a state in which such Fund Shares are not qualified for sale.
POLICIES AND PROCEDURES
In connection with the offering by the Funds of three classes of shares,
one subject to a front-end sales load and a service fee ("Class A Shares"), one
subject to a service fee, a distribution fee, no front-end sales load and a
contingent deferred sales load on redemptions within six years of purchase
("Class B Shares") and one subject to a service fee, a distribution fee, no
front-end sales load and a contingent deferred sales load on redemptions within
one year of purchase ("Class D Shares"), it is important for an investor to
choose the method of purchasing shares which best suits his or her particular
circumstances. To assist investors in these decisions, Xxxxxxxx Financial
Services has instituted the following policies with respect to orders for
Shares:
1. No purchase order may be placed for Class B Shares or Class D Shares for
amounts of $4,000,000 or more.
2. Any purchase order for less than $4,000,000 may be for either Class A,
Class B or Class D Shares in light of the relevant facts and circumstances,
including:
a. the specific purchase order dollar amount;
b. the length of time the investor expects to hold his Shares; and
c. any other relevant circumstances such as the availability of purchases
under a Letter of Intent, Volume Discount, or Right of Accumulation.
There are instances when one method of purchasing Shares may be more
appropriate than another. For example, an investor who would qualify for a
significant discount from the maximum sales load on Class A Shares may determine
that payment of such a reduced front-end sales load and service fee is
preferable to payment of higher ongoing distribution fee. On the other hand, an
investor whose order would not qualify for such a discount may wish to have all
of his or her funds invested in Class B or Class D Shares. An investor who
expects to hold his or her shares for longer than eight years might prefer Class
B Shares over Class D Shares because of the conversion feature; once the Class B
Shares have converted to Class A Shares, the ongoing distribution fees will be
reduced. Class D Shares may remain a more attractive choice for shorter-term
investors because of the contingent deferred sales load on such shares is only
1%, and it does not apply if the investor owns his or her shares for at least
one year. If an investor anticipates that he or she will redeem his or her Class
B Shares or Class D Shares while still subject to a contingent deferred sales
charge, the investor may, depending on the amount of the purchase, pay an amount
greater than the sales load and service fee attributable to Class A Shares.
Appropriate supervisory personnel within your organization must ensure that
all employees receiving investor inquiries about the purchase of Shares of a
Fund advise the investor of then available pricing structures offered by the
Fund, and the impact of choosing one method over another. In some instances it
may be appropriate for a supervisory person to discuss a purchase with the
investor.
Questions relating to this policy should be directed to Xxxxxxx X. Xxxxxxx,
President, Xxxxxxxx Financial Services at (000) 000-0000.
