Exhibit 6(a)
DISTRIBUTION AGREEMENT
between
DOMINION FUNDS, INC.
(Dominion Insight Growth Fund Series)
and
NORTHSTAR SECURITIES, INC.
THIS AGREEMENT made this day of , 1998, by and
between Dominion Funds, Inc., a Texas corporation (the "Company"), with respect
to its Dominion Insight Growth Fund series (the "Fund"), and Northstar
Securities, Inc., a Texas corporation (the "Distributor").
WITNESSETH:
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Company on behalf of the Fund hereby appoints the Distributor
as its exclusive agent for the sale of shares of the Fund to the public through
investment dealers in the United States and throughout the world.
SECOND: The Company shall not sell any shares of the Fund except through
the Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however:
(A) the Company may issue shares of the Fund to any other investment
company or personal holding company, or to the shareholders thereof, in exchange
for all or a majority of the shares of any such company; and
(B) the Company may issue shares of the Fund at their net asset value in
connection with certain classes of transactions or to certain classes of
persons, in accordance with Rule 22d-1 under the Investment Company Act of 1940,
as amended (the "1940 Act"), provided that any such class is specified in the
then current prospectus of the Fund.
THIRD: The Distributor hereby accepts appointment as exclusive agent for
the sale of the shares of the Fund and agrees that it will use its best efforts
to sell such shares; provided, however, that:
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(A) the Distributor may, and when requested by the Company on behalf of
the Fund shall, suspend its efforts to effectuate such sales at any time when,
in the opinion of the Distributor or of the Company, no sales should be made
because of market or other economic considerations or abnormal circumstances of
any kind; and
(B) the Company may withdraw the offering of the shares of the Fund (i) at
any time with the consent of the Distributor, or (ii) without such consent when
so required by the provisions of any statute or of any order, rule or regulation
of any governmental body having jurisdiction. It is mutually understood and
agreed that the Distributor does not undertake to sell any specific amount of
the shares of the Fund. The Company shall have the right to specify minimum
amounts for initial and subsequent orders for the purchase of Fund shares.
FOURTH:
(A) The public offering price of shares of the Fund (the "offering price")
shall be the net asset value per share plus a sales charge. Net asset value per
share shall be determined in accordance with the provisions of the then current
prospectus of the Fund. The sales charge shall be established by the
Distributor, may reflect scheduled variations in, or the elimination of, sales
charges on sales of the Fund's shares either generally to the public, or to any
specified class of investors or in connection with any specified class of
transactions, in accordance with Rule 22d-1 under the 1940 Act and as set forth
in the then current prospectus of the Fund. The Distributor shall apply any
scheduled variation in, or elimination of, the selling commission uniformly to
all offerees in the class specified.
(B) The Fund shall allow directly to investment dealers through whom
shares of the Fund are sold such portion of the sales charge as may be payable
to them and specified by the Distributor up to but not exceeding the amount of
the total sales charge. The difference between any commissions so payable to
investment dealers and the total sales charges included in the offering price
shall be paid to the Distributor.
(C) No provision of this Agreement shall be deemed to prohibit any
payments by the Fund to the Distributor or by the Fund or the Distributor to
investment dealers through whom the shares of the Fund are sold where such
payments are made under a distribution plan adopted by the Company on behalf of
the Fund pursuant to Rule 12b-1 under the 1940 Act.
FIFTH: The Distributor shall act as agent of the Company on behalf of the
Fund in connection with the sale of shares of the Fund. Except with respect to
such sales, the Distributor shall act as principal in all matters relating to
the promotion of the sale of shares of the Fund and shall enter into all of its
own engagements, agreements and contracts as principal on its own account. The
Distributor may enter into Selected Dealer Agreements with investment dealers
selected by the Distributor, authorizing such investment dealers to offer and
sell shares of the Fund to the public upon the terms and conditions set forth
therein, which shall not be inconsistent with
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the provisions of this Agreement. Each Selected Dealer Agreement shall provide
that the investment dealer shall act as a principal on its own account, and not
as an agent of the Company on behalf of the Fund.
SIXTH: The Fund shall bear:
(A) the expenses of qualification of shares of the Fund for sale in
connection with such public offerings in such states as shall be selected by the
Distributor, and of continuing the qualification therein until the Distributor
notifies the Company that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH:
(A) The Fund shall bear the expenses of printing and distributing the
Fund's prospectuses and statements of additional information (including
supplements thereto) relating to public offerings made by the Distributor
pursuant to this Agreement, and any other promotional or sales literature used
by the Distributor or furnished by the Distributor to dealers in connection with
such public offerings, and expenses of advertising in connection with such
public offerings.
(B) The Distributor may be reimbursed for all or a portion of such
expenses to the extent permitted by a distribution plan adopted by the Company
on behalf of the Fund pursuant to Rule 12b-1 under the 1940 Act.
EIGHTH: The Distributor will accept orders for the purchase of shares of
the Fund only to the extent of purchase orders actually received and not in
excess of such orders, and it will not avail itself of any opportunity of making
a profit by expediting or withholding orders.
NINTH: The Company, on behalf of the Fund, and the Distributor shall each
comply with all applicable provisions of the 1940 Act, the Securities Act of
1933 and of all other federal and state laws, rules and regulations governing
the issuance and sale of shares of the Fund.
TENTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Company on behalf of the Fund agrees to indemnify the
Distributor against any and all claims, demands, liabilities and expenses which
the Distributor may incur under the Securities Act of 1993, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or prospectus of the Fund,
or any omission to state a material fact therein, the omission of which makes
any statement contained therein misleading, unless such statement or omission
was made in reliance upon, and in conformity with, information furnished to the
Company or Fund in connection therewith by or on behalf of the Distributor. The
Distributor agrees to
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indemnify the Company and the Fund against any and all claims, demands,
liabilities and expenses which the Company or the Fund may incur arising out of
or based upon any act or deed of the Distributor or its sales representatives
which has not been authorized by the Company or the Fund in its prospectus or in
this Agreement.
(B) The Distributor agrees to indemnify the Company and the Fund against
any and all claims, demands, liabilities and expenses which the Company or the
Fund may incur under the Securities Act of 1933, or common law or otherwise,
arising out of or based upon any alleged untrue statement of a material fact
contained in any registration statement or prospectus of the Fund, or any
omission to state a material fact therein if such statement or omission was made
in reliance upon, and in conformity with, information furnished to the Company
or the Fund in connection therewith by or on behalf of the Distributor.
(C) Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the Fund's transfer agent(s), or for any
failure of any such transfer agent to perform its duties.
ELEVENTH: Nothing herein contained shall require the Company to take any
action contrary to any provision of its Articles of Incorporation, or to any
applicable statute or regulation.
TWELFTH: This Agreement shall become effective at the close of business on
the date hereof, shall have an initial term of two (2) years from the date
hereof, and shall continue in force and effect from year to year thereafter,
provided, that such continuance is specifically approved at least annually
(a)(i) by the Board of Directors of the Company or (ii) by the vote of a
majority of the Fund's outstanding voting securities (as defined in Section
2(a)(42) of the 1940 Act), and (b) by vote of a majority of the Company's
directors who are not parties to this Agreement or "interested persons" (as
defined in Section 2(a)(19) of the 0000 Xxx) of any party to this Agreement cast
in person at a meeting called for such purpose.
THIRTEENTH:
(A) This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Board of Directors of the Company or by vote of a
majority of the outstanding voting securities of the Fund, or by the
Distributor, on sixty (60) days' written notice to the other party.
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.
FOURTEENTH: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed postage prepaid, to the other party at such address as
the other party may designate for the receipt of notices. Until further notice
to the other party, it is agreed that the addresses of both the Company and the
Distributor shall be 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate on the day and year first above written.
DOMINION FUNDS, INC.
on behalf of its Dominion Insight Growth Fund
Series
By:
----------------------------------
President
NORTHSTAR SECURITIES, INC.
By:
----------------------------------
President
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