BT Global Investors
0 Xx. Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
September 15, 1995
Signature Broker-Dealer Services, Inc.
0 Xx. Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
RE: DISTRIBUTION AGREEMENT
This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, BT Global Investors (the "Trust"), an
open-end diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), organized as a
Massachusetts business trust, has agreed that Signature Broker-Dealer Services,
Inc. ("SBDS") shall be, for the period of this Agreement, the distributor of the
series of shares of beneficial interest of the Trust ("Shares") which may be
divided into separate series (a "Fund") which, in turn, may be divided into one
or more classes of shares of beneficial interest (a "Class") as each may be
established and designated by the Trustees of the Trust from time to time.
1. SERVICES AS DISTRIBUTOR.
1.1 SBDS will act as principal underwriter for the
distribution of the Shares covered by the registration statement and
prospectuses then in effect under the Securities Act of 1933, as amended (the
"1933 Act"), and the 0000 Xxx.
1.2 SBDS agrees to use appropriate efforts to solicit orders
for the sale of Shares and will undertake such advertising and promotion as it
believes reasonable in connection with such solicitation. The Trust understands
that SBDS distributes, and may in the future distribute, the shares of several
investment companies ("Companies") including Companies having investment
objectives similar to those of the current and possibly future Funds of the
Trust. The Trust further understands that investors and potential investors in
the Trust may invest in shares of such other Companies. The Trust agrees that
SBDS's duties to such Companies shall not be deemed in conflict with its duties
to the Trust under this paragraph 1.2.
1.3 SBDS shall, at its own expense, finance appropriate
activities that it deems reasonable that are primarily intended to result in the
sale of Shares, including, but not limited to, advertising, compensation of
dealers and sales personnel, the printing and mailing of prospectuses to other
than current shareholders and regulatory authorities and the printing and
mailing of sales literature, except to the extent such expenses may be
reimbursed by the Trust pursuant to an effective plan pursuant to Rule 12b-1
under the 1940 Act. SBDS
shall be entitled to seek reimbursement for expenses in connection with the
distribution of Shares pursuant to the Trust's Rule 12b-1 Plan as in effect from
time to time.
1.4 All sales literature and advertisements used by SBDS in
connection with the sale of Shares must comply with the 1933 Act and the 1940
Act, as well as rules and regulations promulgated thereunder. Without limiting
the generality of the foregoing, SBDS shall be responsible for making any
filings of advertisements and sales literature as are required by any state or
federal regulatory authorities, including the National Association of Securities
Dealers, Inc. In connection with the sale or arranging for the sale of Shares,
SBDS is authorized to give only such information and to make only such
statements or representations as are contained in the Trust's then current
prospectuses and statements of additional information, or in sales literature or
advertisements approved by the Trust.
1.5 All activities by SBDS and its agents and employees as
distributor of Shares shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations adopted
pursuant to the 1940 Act by the Securities and Exchange Commission (the
"Commission") or any securities association registered under the Securities
Exchange Act of 1934 (the "1934 Act").
1.6 SBDS will provide one or more persons, during its normal
business hours, to respond to telephone inquiries with respect to the Trust and
will arrange for the dissemination of yield and other performance information in
newspapers.
1.7 SBDS will transmit any orders received by it for purchase
or redemption of Shares to the Trust's transfer agent and custodian.
1.8 Whenever in their judgment such action is permitted by the
1940 Act and warranted by unusual market, economic or political conditions, or
by abnormal circumstances of any kind, the Trust's officers may decline to
accept any orders for, or make any sales of, Shares until such time as those
officers deem it advisable to accept such orders and to make such sales.
1.9 SBDS will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.
1.10 The Trust agrees at its own expense to prepare, execute
and file any and all documents and to furnish any and all information and
otherwise to take all actions that may be reasonably necessary in connection
with the qualification of Shares for sale in such states as SBDS may designate.
1.11 The Trust shall furnish from time to time for use in
connection with the sale of Shares such information with respect to the Trust,
the Funds, or the Classes as SBDS may reasonably request. The Trust shall also
furnish SBDS upon request with: (a) unaudited semiannual statements of the books
and accounts of each Fund or Class prepared by the Trust, (b) quarterly reports
prepared by the Trust, (c) a monthly itemized list of the securities for each of
the Trust's Funds or Classes (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such additional
information regarding
the financial or regulatory condition of the Trust, a Fund, or a Class as SBDS
may reasonably request.
1.12 The Trust represents to SBDS that all registration
statements and prospectuses filed by the Trust with the Commission under the
1933 Act and the 1940 Act with respect to Shares have been prepared in
conformity with the requirements of those statutes and the rules and regulations
of the Commission thereunder. As used in this Agreement the terms "registration
statement" and "prospectus" shall mean any registration statement and any
prospectus and statement of additional information filed with the Commission and
any amendments and supplements thereto that at any time shall have been filed
with the Commission by or on behalf of the Trust. The Trust represents and
warrants to SBDS that any registration statement and prospectus, when effective,
will contain all statements required to be stated therein in conformity with
both those statutes and the rules and regulations of the Commission; that all
statements of fact contained in any registration statement and prospectus will
be true and correct when effective; and that neither any registration statement
nor any prospectus when effective will 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 Shares. The
Trust may but shall not be obligated to propose from time to time such amendment
to any registration statement and such supplement to any prospectus as in the
light of future developments may, in the opinion of the Trust's counsel, be
necessary or advisable. If the Trust shall not propose such amendment and/or
supplement within fifteen days after receipt by the Trust of a written request
from SBDS to do so, SBDS may, at its option, terminate this Agreement. The Trust
shall not file any amendment to any registration statement or supplement to any
prospectus without giving SBDS reasonable notice thereof in advance; provided,
however, that nothing contained in this Agreement shall in any way limit the
Trust's right to file at any time such amendment to any registration statement
and/or supplement to any prospectus of whatever character as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
1.13 The Trust authorizes SBDS and selected dealers to use any
prospectus in the form as furnished from time to time by the Trust in connection
with the sale of the Shares. The Trust agrees to indemnify, defend and hold
SBDS, its several officers and directors, and any person who controls SBDS
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
(for purposes of this paragraph 1.13, collectively, "Covered Persons") free and
harmless 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 any
Covered Person may incur under the 1933 Act, common law or otherwise, arising
out of or based on any untrue statement of a material fact contained in any
registration statement or any prospectus or arising out of or based on any
omission to state a material fact required to be stated in any registration
statement or any prospectus or necessary to make the statements in either
thereof not misleading; provided, however, that the Trust's agreement to
indemnify Covered Persons shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any financial and other statements as are
furnished in writing to the Trust by SBDS in its capacity as principal
underwriter for use in the answers to any items of any registration statement or
in the corresponding statements made in any prospectus, or arising out of or
based on any omission or alleged omission to state a material fact in connection
with the giving of such
information required to be stated in such answers or necessary to make the
answers not misleading; and further provided that the Trust's agreement to
indemnify SBDS and the Trust's representations and warranties hereinbefore set
forth in paragraph 1.12 shall not be deemed to cover any liability to the Trust
or its shareholders to which a Covered Person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties, or by reason of a Covered Person's reckless disregard of its
obligations and duties under this Agreement. The Trust's agreement to indemnify
Covered Persons is expressly conditioned on the Trust's being notified of any
action brought against a Covered Person, such notification to be given by letter
or by telegram addressed to the Trust, c/o Xxxxxx X. Xxxxxxx, Xxxxxxx Xxxx &
Xxxxxxxxx, One Citicorp Center, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
with a copy to Bankers Trust Company, One Bankers Trust Plaza, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxx, promptly after the
summons or other first legal process shall have been duly and completely served
upon such Covered Person. The failure to so notify the Trust of any such action
shall not relieve the Trust from any liability that the Trust may have to the
Covered Person against whom such action is brought by reason of any such untrue
statement or omission, otherwise than on account of the Trust's indemnity
agreement contained in this paragraph 1.13. The Trust will be entitled to assume
the defense of any suit brought to enforce any such claim, demand or liability,
but in such case such defense shall be conducted by counsel of good standing
chosen by the Trust and approved by SBDS, which approval shall not be
unreasonably withheld. In the event the Trust elects to assume the defense of
any such suit and retain counsel of good standing approved by SBDS, 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 Trust does not elect
to assume the defense of any such suit, or in case SBDS reasonably does not
approve of counsel chosen by the Trust, the Trust will reimburse the Covered
Person named as defendant in such suit, for the fees and expenses of any counsel
retained by SBDS or it. The Trust's indemnification agreement contained in this
paragraph 1.13 and the Trust'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 Covered Persons, and shall survive the
delivery of any Shares. This agreement of indemnity will inure exclusively to
Covered Persons and their successors. The Trust agrees to notify SBDS promptly
of the commencement of any litigation or proceedings against the Trust or any of
its officers or Trustees in connection with the issue and sale of any Shares.
1.14 SBDS agrees to indemnify, defend and hold the Trust, its
several officers and Trustees, and any person who controls the Trust within the
meaning of Section 15 of the 1933 Act (for purposes of this paragraph 1.14,
collectively, "Covered Persons") free and harmless from and against any and all
claims, demands, liabilities and expenses (including the costs of investigating
or defending such claims, demands, liabilities and any counsel fees incurred in
connection therewith) that Covered Persons may incur under the 1933 Act or
common law or otherwise, but only to the extent that such liability or expense
incurred by a Covered Person resulting from such claims or demands shall arise
out of or be based on any untrue statement of a material fact contained in
information furnished in writing by SBDS in its capacity as principal
underwriter to the Trust for use in the answers to any of the items of any
registration statement or in the corresponding statements made in any
prospectus, or shall arise out of or be based on any omission to state a
material fact in connection with such information furnished in writing by SBDS
to the Trust required to be stated in
such answers or necessary to make such information not misleading. SBDS's
agreement to indemnify Covered Persons is expressly conditioned on SBDS's being
notified of any action brought against a Covered Person, such notification to be
given by letter or telegram addressed to SBDS at 0 Xx. Xxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxxxxx, President, promptly
after the summons or other first legal process shall have been duly and
completely served upon such Covered Person. SBDS shall have the right of first
control of the defense of the action with counsel of its own choosing
satisfactory to the Trust if such action is based solely on such alleged
misstatement or omission on SBDS's part, and in any other event each Covered
Person shall have the right to participate in the defense or preparation of the
defense of any such action. The failure to so notify SBDS of any such action
shall not relieve SBDS from any liability that SBDS may have to Covered Persons
by reason of any such untrue or alleged untrue statement, or omission or alleged
omission, otherwise than on account of SBDS's indemnity agreement contained in
this paragraph 1.14.
1.15 No Shares shall be offered by either SBDS or the Trust
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement or any necessary amendments thereto
shall be suspended under any of the provisions of the 1933 Act or the 1940 Act
or if and so long as a current prospectus as required by Section 10(b)(2) of the
1933 Act is not on file with the Commission; provided, however, that nothing
contained in this paragraph 1.15 shall in any way restrict or have an
application to or bearing on the Trust's obligation to redeem Shares from any
shareholder in accordance with the provisions of the Trust's prospectuses,
statements of additional information or Declaration of Trust, as amended from
time to time.
1.16 The Trust agrees to advise SBDS as soon as reasonably
practical by a notice in writing delivered to SBDS or its counsel:
(a) of any request by the Commission for amendments to the
registration statement or prospectuses then in effect or for additional
information;
(b) in the event of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement or prospectuses
then in effect or the initiation by service of process on the Trust of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any
statement of a material fact made in the registration statement or prospectus
then in effect or that requires the making of a change in such registration
statement or prospectus in order to make the statements therein not misleading;
and
(d) of all action of the Commission with respect to any
amendment to any registration statement or prospectus that may from time to time
be filed with the Commission.
For purposes of this paragraph 1.16, informal requests by or
acts of the Staff of the Commission shall not be deemed actions of or requests
by the Commission.
1.17 SBDS agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Trust all records and
other information not otherwise publicly available relative to the Trust and its
prior, present or potential shareholders and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where SBDS may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
1.18 In addition to SBDS's duties as distributor, the Trust
understands that SBDS may, in its discretion, perform additional functions in
connection with transactions in Shares.
1.19 SBDS may process or cause to be processed requests
received from the Trust's shareholders in connection with their purchase or
redemption of Shares of any Fund or Class, in the manner prescribed from time to
time by the Board of Trustees of the Trust (the "Board"), and shall arrange for
payment for such Shares to or from the Trust's account with its custodian. SBDS
shall reimburse the Trust for any loss caused by the failure of the shareholder
to settle on any purchase, redemption or repurchase order accepted by SBDS. In
the event that orders for the purchase, redemption or repurchase of Shares are
placed and subsequently cancelled, SBDS shall pay to the Trust, on at least a
monthly basis, an amount equal to the losses (net of any gains) realized by any
Fund or Class of the Trust or Class as a result of such cancellations.
The processing of Share transactions may include, but is not
limited to, compilation of all transactions from SBDS's various offices;
creation of a transaction tape and timely delivery of it to the Trust's transfer
agent for processing; reconciliation of all transactions delivered to the
Trust's transfer agent; and the recording and reporting of these transactions
executed by the Trust's transfer agent in customer statements; rendering of
periodic customer statements; and the reporting of IRS Form 1099 information at
year end.
SBDS may also provide other shareholder services, such as
communicating with Trust shareholders and other functions in administering
customer accounts for Trust shareholders.
The Trust understands that these services may result in cost
savings to the Trust or to the Trust's investment manager and the Trust's
investment manager will not compensate SBDS for all or a portion of the costs
incurred in performing functions in connection with transactions in Shares.
Nothing herein is intended, nor shall be construed, as requiring SBDS to perform
any of the foregoing functions and none of such functions performed by SBDS
shall be deemed distribution services.
1.20 In addition to the services described above, SBDS shall
provide the Trust with office facilities, which may be in SBDS's own offices.
1.21 The Declaration of Trust establishing the Trust is on
file with the Secretary of the Commonwealth of Massachusetts and notice is
hereby given that this Agreement is made and executed on behalf of the Trust,
and not by the Trustees or officers of the Trust individually, and SBDS hereby
acknowledges that
the obligations of or arising out of this Agreement are not binding on the
Trustees, officers or shareholders of the Trust individually but are binding
only on the assets and property of the Trust. With full knowledge of the
circumstances and the effect of its action, SBDS hereby waives any and all
rights that it has now, or may acquire in the future, against any shareholder of
the Trust, which rights arise out of any action or inaction of the Trust under
this Agreement.
2. PUBLIC OFFERING PRICE.
Each Fund (or each of that Fund's Classes if the Fund is so
divided) will be offered to public shareholders at its public offering price,
which shall be its respective net asset value next determined after receipt of
the purchase order plus any applicable sales charge as disclosed in that Fund's
or Class' then-current prospectus.
3. LIMITATION UPON INVESTMENT IN THE TRUST BY SHAREHOLDERS.
SBDS shall not accept any initial or subsequent investment in
any Fund or Class of less than the amount specified in then-current prospectus
of that Fund or Class.
4. NET ASSET VALUE PER SHARE.
Any references herein to "net asset value per share" shall
refer to the net asset value per share computed separately for each Fund or
Class of the Trust in accordance with the Trust's Declaration of Trust, the
prospectus of that Fund or Class and the instructions of the Board, all as
changed or amended from time to time. The Trust or its fund accounting agent
will advise SBDS as promptly as practicable of the net asset value per share for
each Fund (or of each of that Fund's Classes if the Fund is so divided) on each
day on which the Fund's or Class' net asset value per share is determined.
5. TERM.
This Agreement shall become effective on the date first above
written and, unless sooner terminated as provided herein, shall continue until
September 15, 1997 and thereafter shall continue automatically, with respect to
a Fund or Class, for successive annual periods, provided such continuance is
specifically approved at least annually by (i) the Board or (ii) by a vote of a
Majority of the Outstanding Voting Securities (as defined in the 0000 Xxx) of
the Fund (or Class if the Fund is so divided), provided that in either event the
continuance is also approved by the majority of the Trust's Trustees who are not
Interested Persons (as defined in the 0000 Xxx) of the Trust and who have no
direct or indirect financial interest in this Agreement, in the Trust's plan of
distribution or in any other agreement relating thereto, by vote cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
is terminable without penalty, on not less than 60 days' notice, by the Board,
by vote of a Majority of the Outstanding Voting Securities of a Fund (or Class
if the Fund is so divided), or by SBDS, such notice to be given in the manner
specified in paragraph 1.13 (if given by SBDS) or in paragraph 1.14 (if given by
the Trust). This Agreement will also terminate automatically in the event of its
Assignment (as defined in the 1940 Act and the rules thereunder).
6. REPRESENTATIONS AND WARRANTIES.
SBDS and the Trust each hereby represents and warrants to the
other that it has all requisite authority to enter into, execute, deliver and
perform its obligations under this Agreement and that, with respect to it, this
Agreement is legal, valid and binding, and enforceable in accordance with its
terms.
7. CONCERNING APPLICABLE PROVISIONS OF LAW, ETC.
This Agreement shall be subject to all applicable provisions
of law, including the applicable provisions of the 1940 Act, the 1933 Act and
the 1934 Act and to the extent that any provisions herein contained conflict
with any such applicable provisions of law, the latter shall control.
This Agreement is executed and delivered in New York, New
York, and the laws of the State of New York shall, except to the extent that any
applicable provisions of federal law shall be controlling, govern the
construction, validity and effect of this Agreement, without reference to
principles of conflicts of law.
If the contract set forth herein is acceptable to you, please
so indicate by executing the enclosed copy of this Agreement and returning the
same to the undersigned, whereupon this Agreement shall constitute a binding
contract between the parties hereto effective at the closing of business on the
date hereof.
Yours very truly,
BT GLOBAL INVESTORS
By: /S/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
President
Accepted:
SIGNATURE BROKER-DEALER SERVICES, INC.
By: /S/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
President
BT0464A
