FIRST DEFINED SECTOR FUND
DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") is made as of this 11th
day of December, 2000, by and between First Defined Sector Fund (the "Company"),
a Massachusetts business trust, on behalf of each series (each a "fund" and,
collectively, the "funds") of the Company listed in Appendix A attached hereto,
as may be amended from time to time and Nike Securities L.P., an Illinois
limited partnership (the "Distributor").
SECTION 1. GENERAL DUTIES AS DISTRIBUTOR OF FUND SHARES.
Distributor shall act as principal distributor for each fund. Each fund
may be authorized to issue multiple series. Distributor has the exclusive right
to purchase, as agent, from each fund, shares of each series authorized and
issued by a fund and agrees to use its best efforts to distribute shares of each
fund. Distributor agrees, as agent for each fund, to accept for redemption, the
shares of each series authorized and issued by the fund; whenever the officers
of the Company deem it advisable for the protection of shareholders, they may
suspend or cancel such authority with respect to one or more of the funds. In
the performance of these duties, Distributor shall be guided by the requirements
of this Agreement, the applicable provisions of the Company's Declaration of
Trust and applicable federal and state law, all as amended and/or supplemented
from time to time, and each fund's Prospectus and Statement of Additional
Information, then in effect under the Company's current Registration Statement
filed with the U.S. Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "1933 Act"), and the Investment
Company Act of 1940, as amended (the "1940 Act").
SECTION 2. SALES LITERATURE AND ADVERTISEMENTS.
All sales literature and advertisements used by Distributor in
connection with the sale of the Company's shares must be approved in advance by
a Company officer. In connection with the sale or arranging for the sale of the
Company's shares, Distributor is authorized to give only such information and to
make only such statements or representations as are contained in each fund's
Prospectus and Statement of Additional Information then currently in effect
under the Company's Registration Statement, or in sales literature or
advertisements approved by the Company.
SECTION 3. LIMITATION UPON INVESTMENT IN THE COMPANY.
Distributor shall not accept any initial or subsequent investment in
shares of a fund, except as described in the fund's then-current Prospectus and
Statement of Additional Information.
SECTION 4. OFFERING PRICE & NET ASSET VALUE PER SHARE.
Shares of each fund sold under this Agreement shall be sold only at the
offering price in effect at the time of such sale, as described in the fund's
then-current Prospectus and Statement of Additional Information, and the fund
shall receive not less than the full net asset value therefor.
Any reference to "net asset value per share" shall refer to each fund's
net asset value per share computed in accordance with the Company's Declaration
of Trust, the fund's then-current Prospectus and Statement of Additional
Information and the instructions of the Trustees, all as amended from time to
time. The Company or its agent will advise Distributor as promptly as
practicable of each fund's net asset value per share on each day on which it is
determined.
SECTION 5. DUTIES UPON SALE OR REDEMPTION OF SHARES.
Distributor shall remit or cause to be remitted to the Company's
custodian or transfer agent, as applicable, the net asset value per share of all
shares of each fund sold by Distributor. Each fund will, as promptly as
practicable, cause the account of the purchaser to be credited with the number
of shares purchased. The Company will not issue share certificates.
Distributor shall process or cause to be processed requests received
from each fund's shareholders for redemption of its shares, in the manner
prescribed in the fund's then-current Prospectus and Statement of Additional
Information. Shares shall be redeemed at their net asset value per share next
computed after receipt of the redemption request, subject to any applicable
redemption fee as set forth in the fund's then-current Prospectus. Distributor
shall arrange for payment to such shareholders from each fund's account with the
custodian or transfer agent, as applicable.
SECTION 6. INFORMATION RELATING TO THE COMPANY.
The Company or its agent will furnish Distributor with a certified copy
of all financial statements and a signed copy of each report prepared by its
independent public accountants, and will cooperate fully with Distributor in its
efforts to sell the funds' shares, and in the performance by Distributor of all
of its duties under this Agreement.
SECTION 7. FILING OF REGISTRATION STATEMENTS.
The Company or its agent will from time to time file (and furnish
Distributor with copies of) such registration statements, amendments and
supplements thereto, and reports or other documents as may be required under the
1933 Act, the 1940 Act, or the laws of the states in which Distributor desires
to sell shares of the funds.
SECTION 8. MULTIPLE CAPACITIES.
Distributor shall give the Company equitable treatment under the
circumstances in supplying services in any capacity, but the Company recognizes
that it is not entitled to receive preferential treatment from Distributor as
compared with the treatment given to any other investment company or customer.
Whenever Distributor shall act in multiple capacities on behalf of the Company,
Distributor shall maintain the appropriate separate account and records for each
such capacity.
SECTION 9. PAYMENT OF FEES AND EXPENSES.
Distributor shall, at its own expense, finance certain activities
incident to the sale and distribution of the shares of the funds, including
printing and distribution of prospectuses and statements of additional
information to other than existing shareholders and the printing and
distributing of sales literature and advertising.
Distributor shall be entitled to receive for its services as
distributor the fees payable in accordance with any plans adopted by the funds
(or class of shares of the respective funds) pursuant to Rule 12b-1 under the
1940 Act, and may remit such fees to various insurance companies in accordance
with the terms of any such plan.
SECTION 10. LIABILITY OF THE DISTRIBUTOR.
Distributor shall be liable for its own acts and omissions caused by
Distributor's willful misfeasance, bad faith, or gross negligence in the
performance of Distributor's duties, or by Distributor's reckless disregard of
its obligations under this Agreement, and nothing herein shall protect
Distributor against any such liability to the Company or its shareholders.
Subject to the first sentence of this Section, Distributor shall not be liable
for any action taken or omitted on advice, obtained in good faith, of counsel,
provided such counsel is satisfactory to the Company.
SECTION 11. TERMINATION OF AGREEMENT; ASSIGNMENT.
This Agreement may be terminated at any time, without the payment of
any penalty, on 60 days' written notice (i) by Distributor; (ii) by the Company,
acting pursuant to a resolution adopted by the non-interested Trustees; or (iii)
by the vote of the holders of the lesser of (1) 67% of the Company's shares
present at a meeting if the holders of more than 50% of the outstanding shares
are present in person or represented by proxy, or (2) more than 50% of the
outstanding shares of the Company. This Agreement shall automatically terminate
in the event of its assignment. Termination shall not affect the rights of the
parties which have accrued prior thereto.
SECTION 12. DURATION.
Unless sooner terminated, this Agreement shall continue in effect for
one year from the date herein above first written, and from year to year
thereafter until terminated, provided that the continuation of this Agreement
and the terms hereof are specifically approved annually in accordance with the
requirements of the 1940 Act as modified or superseded by any rule, regulation,
order or interpretive position of the Commission.
SECTION 13. NON-LIABILITY OF CERTAIN PERSONS.
The Declaration of Trust for the Company is on file with the Secretary
of State of the Commonwealth of Massachusetts, and such Declaration of Trust
was, and this agreement is, executed or made by or on behalf of the Company by
the Trustees or officers and not individually. The obligations of the
Declaration of Trust and this agreement are not binding upon any Trustee,
officer or Shareholder of the Company individually and are binding only upon the
assets and property of the Company.
SECTION 14. DEFINITIONS.
The terms "assignment" and "interested person" when used in this
Agreement shall have the meanings given such terms in the 1940 Act.
SECTION 15. CONCERNING APPLICABLE PROVISIONS OF LAW, ETC.
This Agreement shall be subject to all applicable provisions of law,
including, without being limited to, the applicable provisions of the 1940 Act,
the 1933 Act, and the Securities Exchange Act of 1934, as amended; and to the
extent that any provisions of this Agreement are in conflict with such laws, the
latter shall control.
The laws of the State of Illinois shall govern the construction,
validity and effect of this Agreement.
SECTION 16. MISCELLANEOUS.
The obligations of the Company and each fund are not personally binding
upon, nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Company or any fund, but only
the relevant fund's property shall be bound. No fund shall be liable for the
obligations of any other fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
FIRST DEFINED SECTOR FUND
By:___________________________________
Name:___________________________________
Title:___________________________________
NIKE SECURITIES L.P.
By: __________________________________
Name:___________________________________
Title:___________________________________
APPENDIX A
1. First Trust Financial Services Portfolio
2. First Trust Life Sciences Portfolio
3. First Trust Technology Portfolio
