Exhibit 5(C)
CLASS C SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of the ___ day of _____, 2000, between THE ASSET PROGRAM,
INC., a Maryland corporation (the "Program"), and PRINCETON FUNDS DISTRIBUTOR,
INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H :
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WHEREAS, the Program is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as an open-end investment
company, and it is affirmatively in the interest of the Program to offer its
shares for sale continuously; and
WHEREAS, the Directors of the Program (the "Directors") are authorized to
establish separate series (the "Series") of the Program relating to separate
portfolios of securities, each of which will offer separate classes of shares of
common stock, par value $0.10 per share (collectively referred to as "shares");
and
WHEREAS, the Directors have established and designated the Xxxxxxx Xxxxx
Mid Cap Value Fund (the "Fund") as a series of the Program; and
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and
WHEREAS, the Program and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of the Fund's Class C
shares in order to promote the growth of the Fund and facilitate the
distribution of its Class C shares.
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Program hereby appoints
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the Distributor as the principal underwriter and distributor of the Program to
sell Class C shares of common stock in the Fund (sometimes herein referred to as
"Class C shares") to the public and hereby agrees during the term of this
Agreement to sell shares of the Fund to the Distributor upon the terms and
conditions herein set forth.
Section 2. Exclusive Nature of Duties. The Distributor shall be the
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exclusive representative of the Program to act as principal underwriter and
distributor of the Class C shares of the Fund, except that:
(a) The Program may, upon written notice to the Distributor, from time to
time designate other principal underwriters and distributors of Class C shares
with respect to areas other than the United States as to which the Distributor
may have expressly waived in writing its right to act as such. If such
designation is deemed exclusive, the right of the Distributor under this
Agreement to sell Class C shares in the areas so designated shall terminate, but
this Agreement shall remain otherwise in full effect until terminated in
accordance with the other provisions hereof.
(b) The exclusive right granted to the Distributor to purchase Class C
shares from the Program shall not apply to Class C shares of the Fund issued in
connection with the merger or consolidation of any other investment company or
personal holding company with the Program or the acquisition by purchase or
otherwise of all (or substantially all) the assets or the outstanding Class C
shares of any such company by the Program.
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(c) Such exclusive right also shall not apply to Class C shares issued
pursuant to reinvestment of dividends or capital gains distributions.
(d) Such exclusive right also shall not apply to Class C shares issued
pursuant to any conversion, exchange or reinstatement privilege afforded
redeeming shareholders or to any other Class C shares as shall be agreed between
the Program and the Distributor from time to time.
Section 3. Purchase of Class C Shares from the Program.
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(a) The Distributor shall have the right to buy from the Program the Class
C shares needed, but not more than the Class C shares needed (except for
clerical errors in transmission) to fill unconditional orders for Class C shares
of the Fund placed with the Distributor by eligible investors or securities
dealers. Investors eligible to purchase Class C shares shall be those persons
so identified in the currently effective prospectus and statement of additional
information relating to the Fund (the "prospectus" and "statement of additional
information", respectively) under the Securities Act of 1933, as amended (the
"Securities Act"), relating to such Class C shares. The price which the
Distributor shall pay for the Class C shares so purchased from the Program shall
be the net asset value, determined as set forth in Section 3(c) hereof.
(b) The Class C shares are to be resold by the Distributor to investors at
net asset value, as set forth in Section 3(c) hereof, or to securities dealers
having agreements with the Distributor upon the terms and conditions set forth
in Section 7 hereof.
(c) The net asset value of Class C shares of the Fund shall be determined
by the Program or any agent of the Program in accordance with the method set
forth in the prospectus and statement of additional information and guidelines
established by the Board of Directors.
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(d) The Program shall have the right to suspend the sale of its Class C
shares at times when redemption is suspended pursuant to the conditions set
forth in Section 4(b) hereof. The Program shall also have the right to suspend
the sale of its Class C shares if trading on the New York Stock Exchange shall
have been suspended, if a banking moratorium shall have been declared by Federal
or New York authorities, or if there shall have been some other event, which, in
the judgment of the Program, makes it impracticable or inadvisable to sell the
Class C shares.
(e) The Program, or any agent of the Program designated in writing by the
Program, shall be promptly advised of all purchase orders for Class C shares
received by the Distributor. Any order may be rejected by the Program;
provided, however, that the Program will not arbitrarily or without reasonable
cause refuse to accept or confirm orders for the purchase of Class C shares.
The Program (or its agent) will confirm orders upon their receipt, will make
appropriate book entries and, upon receipt by the Program (or its agent) of
payment therefor, will deliver deposit receipts or certificates for such Class C
shares pursuant to the instructions of the Distributor. Payment shall be made
to the Program in New York Clearing House funds. The Distributor agrees to
cause such payment and such instructions to be delivered promptly to the Program
(or its agent).
Section 4. Repurchase or Redemption of Class C Shares by the Program.
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(a) Any of the outstanding Class C shares may be tendered for redemption
at any time, and the Program agrees to repurchase or redeem the Class C shares
so tendered in accordance with its obligations as set forth in Article VI of its
Articles of Incorporation, as amended from time to time, and in accordance with
the applicable provisions set forth in the prospectus and
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statement of additional information relating to the Fund. The price to be paid
to redeem or repurchase the Class C shares shall be equal to the net asset value
calculated in accordance with the provisions of Section 3(c) hereof, less any
contingent deferred sales charge ("CDSC"), redemption fee or other charge(s), if
any, set forth in the prospectus and statement of additional information
relating to the Fund. All payments by the Program hereunder shall be made in the
manner set forth below.
The Program shall pay the total amount of the redemption price as defined
in the above paragraph pursuant to the instructions of the Distributor on or
before the seventh business day subsequent to its having received the notice of
redemption in proper form. The proceeds of any redemption of shares shall be
paid by the Program as follows: (i) any applicable CDSC shall be paid to the
Distributor, and (ii) the balance shall be paid to or for the account of the
shareholder, in each case in accordance with the applicable provisions of the
prospectus and statement of additional information.
(b) Redemption of Class C shares or payment may be suspended at times when
the New York Stock Exchange is closed, when trading on said Exchange is
suspended, when trading on said Exchange is restricted, when an emergency exists
as a result of which disposal by the Program of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the Program
fairly to determine the value of the net assets of the Fund, or during any other
period when the Securities and Exchange Commission, by order, so permits.
Section 5. Duties of the Program.
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(a) The Program shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection
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with the distribution of Class C shares of the Fund, and this shall include,
upon request by the Distributor, one certified copy of all financial statements
prepared for the Program by independent public accountants. The Program shall
make available to the Distributor such number of copies of the prospectus and
statement of additional information relating to the Fund as the Distributor
shall reasonably request.
(b) The Program shall take, from time to time, but subject to any
necessary approval of the shareholders, all necessary action to fix the number
of authorized shares and such steps as may be necessary to register the same
under the Securities Act to the end that there will be available for sale such
number of Class C shares as the Distributor reasonably may be expected to sell.
(c) The Program shall use its best efforts to qualify and maintain the
qualification of an appropriate number of its Class C shares for sale under the
securities laws of such states as the Distributor and the Program may approve.
Any such qualification may be withheld, terminated or withdrawn by the Program
at any time in its discretion. As provided in Section 8(c) hereof, the expense
of qualification and maintenance of qualification shall be borne by the Program.
The Distributor shall furnish such information and other material relating to
its affairs and activities as may be required by the Program in connection with
such qualification.
(d) The Program will furnish, in reasonable quantities upon request by the
Distributor, copies of annual and interim reports of the Program relating to the
Fund.
Section 6. Duties of the Distributor.
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(a) The Distributor shall devote reasonable time and effort to effect
sales of Class C shares of the Fund but shall not be obligated to sell any
specific number of shares. The services
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of the Distributor to the Program hereunder are not to be deemed exclusive and
nothing herein contained shall prevent the Distributor from entering into like
arrangements with other investment companies so long as the performance of its
obligations hereunder is not impaired thereby.
(b) In selling the Class C shares of the Fund, the Distributor shall use
its best efforts in all respects duly to conform with the requirements of all
Federal and state laws relating to the sale of such securities. Neither the
Distributor nor any selected dealer, as defined in Section 7 hereof, nor any
other person is authorized by the Program to give any information or to make any
representations, other than those contained in the registration statement or
related prospectus and statement of additional information and any sales
literature specifically approved by the Program.
(c) The Distributor shall adopt and follow procedures, as approved by the
officers of the Program, for the confirmation of sales to investors and selected
dealers, the collection of amounts payable by investors and selected dealers on
such sales, and the cancellation of unsettled transactions, as may be necessary
to comply with the requirements of the National Association of Securities
Dealers, Inc. (the "NASD"), as such requirements may from time to time exist.
Section 7. Selected Dealer Agreements.
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(a) The Distributor shall have the right to enter into selected dealer
agreements with securities dealers of its choice ("selected dealers") for the
sale of Class C shares; provided, that the Program shall approve the forms of
agreements with dealers. Class C shares sold to selected dealers shall be for
resale by such dealers only at net asset value determined as set forth in
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Section 3(c) hereof. The form of agreement with selected dealers to be used
during the continuous offering of the shares is attached hereto as Exhibit A.
(b) Within the United States, the Distributor shall offer and sell Class C
shares only to such selected dealers that are members in good standing of the
NASD.
Section 8. Payment of Expenses.
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(a) The Program shall bear all costs and expenses of the Fund, including
fees and disbursements of its counsel and auditors, in connection with the
preparation and filing of any required registration statements and/or
prospectuses and statements of additional information under the Investment
Company Act, the Securities Act, and all amendments and supplements thereto, and
preparing and mailing annual and interim reports and proxy materials to Class C
shareholders (including but not limited to the expense of setting in type any
such registration statements, prospectuses, statements of additional
information, annual or interim reports or proxy materials).
(b) The Distributor shall be responsible for any payments made to selected
dealers as reimbursement for their expenses associated with payments of sales
commissions to financial consultants. In addition, after the prospectuses,
statements of additional information and annual and interim reports have been
prepared and set in type, the Distributor shall bear the costs and expenses of
printing and distributing any copies thereof which are to be used in connection
with the offering of Class C shares to selected dealers or investors pursuant to
this Agreement. The Distributor shall bear the costs and expenses of preparing,
printing and distributing any other literature used by the Distributor or
furnished by it for use by selected dealers in connection with the offering of
the Class C shares for sale to the public and any expenses of advertising
incurred
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by the Distributor in connection with such offering. It is understood and agreed
that so long as the Fund's Class C Shares Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act remains in effect, any expenses incurred
by the Distributor hereunder may be paid from amounts recovered by it from the
Fund under such Plan.
(c) The Program shall bear the costs and expenses of qualification of the
Class C shares for sale pursuant to this Agreement and, if necessary or
advisable in connection therewith, of qualifying the Program as a broker or
dealer in such states of the United States or other jurisdictions as shall be
selected by the Program and the Distributor pursuant to Section 5(c) hereof and
the cost and expenses payable to each such state for continuing qualification
therein until the Program decides to discontinue such qualification pursuant to
Section 5(c) hereof.
Section 9. Indemnification.
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(a) The Program shall indemnify and hold harmless the Distributor and each
person, if any, who controls the Distributor against any loss, liability, claim,
damage or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damage or expense and reasonable counsel
fees incurred in connection therewith), as incurred, arising by reason of any
person acquiring any Class C shares, which may be based upon the Securities Act,
or on any other statute or at common law, on the ground that the registration
statement or related prospectus and statement of additional information relating
to the Fund, as from time to time amended and supplemented, or an annual or
interim report to Class C shareholders relating to the Fund, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, unless such statement or omission was made in reliance upon, and in
conformity with, information furnished to the Program in connection therewith by
or on behalf of the Distributor; provided, however,
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that in no case (i) is the indemnity of the Program in favor of the Distributor
and any such controlling persons to be deemed to protect such Distributor or any
such controlling persons thereof against any liability to the Program or its
security holders to which the Distributor or any such controlling persons would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of their duties or by reason of the reckless
disregard of their obligations and duties under this Agreement; or (ii) is the
Program to be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any such controlling
persons, unless the Distributor or such controlling persons, as the case may be,
shall have notified the Program in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Distributor or such controlling persons
(or after the Distributor or such controlling persons shall have received notice
of such service on any designated agent), but failure to notify the Program of
any such claim shall not relieve it from any liability which it may have to the
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Program will be entitled to
participate at its own expense in the defense or, if it so elects, to assume the
defense of any suit brought to enforce any such liability, but if the Program
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or such controlling person or persons,
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defendant or defendants in the suit. In the event the Program elects to assume
the defense of any such suit and retain such counsel, the Distributor or such
controlling person or persons, defendant or defendants in the suit shall bear
the fees and expenses, as incurred, of any additional counsel retained by them,
but in case the Program does not elect to assume the defense of any such suit,
it will reimburse the Distributor or such controlling person or persons,
defendant or defendants in the suit, for the reasonable fees and expenses, as
incurred, of any counsel retained by them. The Program shall promptly notify the
Distributor of the commencement of any litigation or proceedings against it or
any of its officers or Directors in connection with the issuance or sale of any
of the Class C shares.
(b) The Distributor shall indemnify and hold harmless the Program and
each of its Directors and officers and each person, if any, who controls the
Program against any loss, liability, claim, damage or expense, as incurred,
described in the foregoing indemnity contained in subsection (a) of this
Section, but only with respect to statements or omissions made in reliance upon,
and in conformity with, information furnished to the Program in writing by or on
behalf of the Distributor for use in connection with the registration statement
or related prospectus and statement of additional information, as from time to
time amended, or the annual or interim reports to shareholders. In case any
action shall be brought against the Program or any person so indemnified, in
respect of which indemnity may be sought against the Distributor, the
Distributor shall have the rights and duties given to the Program, and the
Program and each person so indemnified shall have the rights and duties given to
the Distributor by the provisions of subsection (a) of this Section 9.
Section 10. Xxxxxxx Xxxxx Mutual Fund Adviser Program. In connection
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with the Xxxxxxx Xxxxx Mutual Fund Adviser Program, the Distributor and its
affiliate, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, are authorized to
offer and sell shares of the Fund, as agent for the Fund, to participants in
such program. The terms of this Agreement shall apply to such sales, including
terms as to the offering price of shares, the proceeds to be paid to the Fund,
the duties of the Distributor, the payment of expenses and indemnification
obligations of the Fund and the Distributor.
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Section 11. Duration and Termination of this Agreement. This Agreement
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shall become effective as of the date first above written and shall remain in
force until _____ ___, 2000, and thereafter, but only for so long as such
continuance is specifically approved at least annually by (i) the Directors or
by the vote of a majority of the outstanding Class C voting securities of the
Fund and (ii) by the vote of a majority of those Directors who are not parties
to this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Directors or by vote of a majority of the outstanding Class C
voting securities of the Fund, or by the Distributor, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.
The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
Section 12. Amendments of this Agreement. This Agreement may be amended
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by the parties only if such amendment is specifically approved by (i) the
Directors or by the vote of a majority of outstanding Class C voting securities
of the Fund and (ii) by the vote of a majority of those Directors of the Program
who are not parties to this Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on such approval.
Section 13. Governing Law. The provisions of this Agreement shall be
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construed and interpreted in accordance with the laws of the State of New York
as at the time in effect and the applicable provisions of the Investment Company
Act. To the extent that the applicable law of
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the State of New York, or any of the provisions herein, conflict with the
applicable provisions of the Investment Company Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE ASSET PROGRAM, INC.
By
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Title:
PRINCETON FUNDS DISTRIBUTOR, INC.
By
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Title:
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EXHIBIT A
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THE ASSET PROGRAM, INC.
CLASS C SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
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Gentlemen:
Princeton Funds Distributor, Inc. (the "Distributor") has an agreement with
The Asset Program, Inc., a Maryland corporation (the "Program"), pursuant to
which it acts as the distributor for the sale of Class C shares of common stock,
par value $0.10 per share (herein referred to as the "Class C shares"), of the
Program relating to the Xxxxxxx Xxxxx Mid Cap Value Fund (the "Fund") and as
such has the right to distribute Class C shares of the Fund for resale. The
Program is an open-end investment company registered under the Investment
Company Act of 1940, as amended, and the Fund's Class C shares being offered to
the public are registered under the Securities Act of 1933, as amended. You
have received a copy of the Class C Shares Distribution Agreement (the
"Distribution Agreement") between ourselves and the Program and reference is
made herein to certain provisions of such Distribution Agreement. The terms
"Prospectus" and "Statement of Additional Information" as used herein refer to
the prospectus and statement of additional information, respectively, on file
with the Securities and Exchange Commission which is part of the most recent
effective registration statement pursuant to the Securities Act of 1933, as
amended. We offer to sell to you, as a member of the Selected Dealers Group,
Class C shares of the Fund upon the following terms and conditions:
1. In all sales of these Class C shares to the public, you shall act as
dealer for your own account and in no transaction shall you have any authority
to act as agent for the Program, for us or for any other member of the Selected
Dealers Group, except in connection with such special programs as we from time
to time agree, in which case you shall have authority to offer and sell shares,
as agent for the Program, to participants in such program.
2. Orders received from you will be accepted through us only at the public
offering price applicable to each order, as set forth in the current Prospectus
and Statement of Additional Information relating to the Fund, subject in each
case to the delivery prior to or at the time of such sales of the then current
Prospectus. The procedure relating to the handling of orders shall be subject
to Section 4 hereof and instructions which we or the Program shall forward from
time to time to you. All orders are subject to acceptance or rejection by the
Distributor or the Program in the sole discretion of either. The minimum
initial and subsequent purchase requirements are as set forth in the current
Prospectus and Statement of Additional Information relating to the Fund and no
order for less than such amounts will be accepted unless such purchase shall be
expressly approved by the Fund in accordance with the then current Prospectus.
No conditional order will be accepted on any basis other than a definite price.
3. As an authorized agent to sell shares of the Fund, you agree to
purchase shares of the fund only through us or from your customers. You shall
not place orders for any of the Class
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C shares except for your own investment purposes or unless you have already
received purchase orders for such Class C shares at the applicable public
offering prices and subject to the terms hereof and of the Distribution
Agreement. You agree that you will not offer or sell any of the Class C shares
except under circumstances that will result in compliance with the applicable
Federal and state securities laws and that in connection with sales and offers
to sell Class C shares you will furnish to each person to whom any such sale or
offer is made a copy of the Prospectus and, if requested, the Statement of
Additional Information (as then amended or supplemented) and will not furnish to
any person any information relating to the Class C shares of the Fund which is
inconsistent in any respect with the information contained in the Prospectus and
Statement of Additional Information (as then amended or supplemented) or cause
any advertisement to be published in any newspaper or posted in any public place
without our consent and the consent of the Program.
4. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Program for Class C shares of the Fund to be resold by us to
you subject to the applicable terms and conditions governing the placement of
orders by us set forth in Section 3 of the Distribution Agreement and (ii) to
tender Class C shares directly to the Program or its agent for redemption
subject to the applicable terms and conditions set forth in Section 4 of the
Distribution Agreement.
5. You agree to place orders received from your customers as soon as
practicable after receipt of such orders. You further agree that you shall not
withhold placing orders received from your customers so as to profit yourself as
a result of such withholding: e.g., by a change in the "net asset value" from
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that used in determining the offering price to your customers.
6. Settlement shall be made promptly, but in no case later than the time
customary for such payments after our acceptance of the order or, if so
specified by you, we will make delivery by draft on you, the amount of which
draft you agree to pay on presentation to you. If payment is not so received or
made, the right is reserved forthwith to cancel the sale or at our option to
resell the shares to the Fund at the then prevailing net asset value in which
latter case you agree to be responsible for any loss resulting to the Fund or to
us from your failure to make payment as aforesaid.
7. No person is authorized to make any representations concerning Class C
shares of the Fund except those contained in the current Prospectus and
Statement of Additional Information relating to the Fund and in such printed
information subsequently issued by us or the Program as information supplemental
to such Prospectus and Statement of Additional Information. In purchasing Class
C shares through us you shall rely solely on the representations contained in
the Prospectus and Statement of Additional Information and supplemental
information above mentioned. Any printed information which we furnish you other
than the Prospectus, Statement of Additional Information, periodic reports and
proxy solicitation material of the Program relating to the Fund is our sole
responsibility and not the responsibility of the Program, and you agree that the
Program shall have no liability or responsibility to you in these respects
unless expressly assumed in connection therewith.
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8. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus and, if requested, the Statement of
Additional Information at or prior to the time of offering or sale and you agree
thereafter to deliver to such purchasers copies of the annual and interim
reports and proxy solicitation materials of the Program relating to the Fund.
You further agree to endeavor to obtain proxies from such purchasers.
Additional copies of the Prospectus and Statement of Additional Information,
annual or interim reports and proxy solicitation materials of the Program
relating to the Fund will be supplied to you in reasonable quantities upon
request.
9. All sales will be subject to receipt of shares by us from the Fund. We
reserve the right in our discretion, without notice, to suspend sales or
withdraw the offering of Class C shares entirely or to certain persons or
entities in a class or classes specified by us. Each party hereto has the right
to cancel this Agreement upon notice to the other party.
10. We, our affiliates and the Fund (and its officers and directors) shall
not be liable for any loss, expenses, damages, costs or other claims arising out
of any redemption or exchange pursuant to telephone instructions from any
person, or our refusal to execute such instructions for any reason.
11. You and we understand and agree that you are solely responsible for
the recommendation by your sales personnel to your customers of the purchase or
sale of Class C Shares of the Fund and the suitability of such purchase or sale
for the customer involved.
12. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the continuous offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act of 1933, as amended, or of the rules and regulations of the
Securities and Exchange Commission issued thereunder.
13. By accepting this Agreement, you represent that you are registered as
a broker-dealer under the Securities Exchange Act of 1934, are qualified to act
as a broker or dealer in the states or other jurisdictions where you transact
business, and are a member in good standing of the National Association of
Securities Dealers, Inc., and you agree that you will maintain such
registrations, qualifications, and membership in good standing and in full force
and effect throughout the term of this Agreement. You further agree to comply
with all applicable Federal laws, the laws of the states or other jurisdictions
concerned, and the rules and regulations promulgated thereunder and with the
Constitution, By-Laws and Conduct Rules of the National Association of
Securities Dealers, Inc., and that you will not offer or sell shares of the
Funds in any state or jurisdiction where they may not lawfully be offered and/or
sold.
If you are offering and selling shares of the Fund in jurisdictions outside
the several states, territories, and possessions of the United States and are
not otherwise required to be registered, qualified, or a member of the National
Association of Securities Dealers, Inc., as set
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forth above, you nevertheless agree to observe the applicable laws of the
jurisdiction in which such offer and/or sale is made, to comply with the full
disclosure requirements of the Securities Act and the regulations promulgated
thereunder and to conduct your business in accordance with the spirit of the
Conduct Rules of the National Association of Securities Dealers, Inc. You agree
to indemnify and hold the Fund, its investment adviser, and us harmless from
loss or damage resulting from any failure on your part to comply with applicable
laws.
14. Upon application to us, we will inform you as to the states in which
we believe the Class C shares have been qualified for sale under, or are exempt
from the requirements of, the respective securities laws of such states, but we
assume no responsibility or obligation as to your right to sell Class C shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class C shares, if necessary.
15. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
16. You agree to maintain records of all sales of shares made through you
and to furnish us with copies of each record on request.
17. You and we understand and agree that, except as expressly provided in
this Agreement, in no transaction will you have any authority to take any action
or make any representation binding upon the Fund, us or any other member of the
Selected Dealers Group.
18. This Agreement may be amended by us from time to time by the following
procedure. We will mail a copy of the amendment to you at your address as
specified below. If you do not object to the amendment within fifteen (15) days
after its receipt, the amendment will become part of the Agreement. Your
objection must be in writing and be received by us within such fifteen days.
19. This Agreement may be terminated upon written notice by either party
at any time, and shall automatically terminate upon its attempted assignment by
you, whether by operation of law or otherwise, or by us otherwise than by
operation of law.
20. Your first order placed pursuant to this Agreement or any amendment
thereto for the purchase of Class C shares of the Fund will represent your
acceptance of this Agreement or any such amendment.
PRINCETON FUNDS DISTRIBUTOR, INC.
By
______________________________
(Authorized Signature)
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Please return one signed copy
of this Agreement to:
PRINCETON FUNDS DISTRIBUTOR, INC.
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name:______________________________
By:_____________________________________
Address:________________________________
________________________________________
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A-5
