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Ex-99.h(2)
EXHIBIT A
XXXXXXX XXXXX PRIME FUND, INC.
SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
FOR SUBSCRIPTION PERIOD
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, Inc. (the "Distributor")
has an agreement with Xxxxxxx Xxxxx Prime Fund, Inc., a Maryland
corporation (the "Fund"), pursuant to which it acts as the
distributor for the sale of shares of common stock, par value
$0.10 per share (herein referred to as "shares"), of the Fund,
and as such has the right to distribute shares of the Fund for
resale. The Fund is a closed-end investment company registered
under the Investment Company Act of 1940, as amended, and its
shares being offered to the public are registered under the
Securities Act of 1933, as amended. Such shares and certain of
the terms on which they are being offered are more fully
described in the enclosed Prospectus. You have received a copy
of the Distribution Agreement (the "Distribution Agreement")
between ourself and the Fund and reference is made herein to
certain provisions of such Distribution Agreement. This
Agreement relates solely to the subscription period described in
Section 3(a) of such Distribution Agreement. Subject to the
foregoing, as principal, we offer to sell to you, as a member of
the Selected Dealers Group, shares of the Fund upon the following
terms and conditions:
1. The subscription period referred to in Section 3(a) of
the Distribution Agreement will continue through October 27,
1989. The subscription period may be extended upon agreement
between the Fund and the Distributor. Subject to the provisions
of such Section and the conditions contained herein, we will sell
to you on the fifth business day following the termination of the
subscription period, or such other date as we may advise (the
"Closing Date"), such number of shares as to which you have
placed orders with us not later than 5:00 P.M. on the second full
business day preceding the Closing Date.
2. In all sales of these 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 Fund, for us or
for any other member of the Selected Dealers Group.
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3. With respect to each sale of shares by you to the
public, the Distributor shall pay you, from its own assets, a fee
at the rate of 2.5% of the amount purchased. If shares sold by
you remain outstanding after one year from the date of their
original purchase, the Distributor will compensate you at an
annual rate, paid quarterly" equal to 0.25% of the average daily
net asset value of shares sold by you and remaining outstanding.
4. You shall not place orders for any of the shares unless
you have already received purchase orders for such shares at the
applicable public offering prices and subject to the terms hereof
and of the Distribution Agreement. All orders are subject to
acceptance by the Distributor or the Fund in the sole discretion
of either. The minimum initial and subsequent purchase require-
ments are as set forth in the Prospectus, as amended from time to
time.
5. You agree that you will not offer or sell any of the
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 shares you will furnish
to each person to whom any such sale or offer is made a copy of
the Prospectus (as then amended or supplemented) and will not
furnish to any person any information relating to the shares of
the Fund which is inconsistent in any respect with the
information contained in the Prospectus (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 Fund. You further agree that you shall not
make a market in the Fund's shares while the Fund is making a
public offering of such shares.
6. Payment for shares purchased by you is to be made by
certified or official bank check at the office of Xxxxxxx Xxxxx
Funds Distributor, Inc., Box 9011, Princeton, New Jersey 08543-
9011, on such date as we may advise, in New York Clearing House
funds payable to the order of Xxxxxxx Xxxxx Funds Distributor,
Inc. against delivery by us of non-negotiable share deposit
receipts ("Receipts") issued by Financial Data Services, Inc., as
shareholder servicing agent, acknowledging the deposit with it of
the shares so purchased by you. You agree that as promptly as
practicable after the delivery of such shares you will issue
appropriate written transfer instructions to the Fund or to the
shareholder servicing agent as to the purchasers to whom you sold
the shares.
7. No person is authorized to make any representations
concerning shares of the Fund except those contained in the
current Prospectus of the Fund and in such printed information
subsequently issued by us or the Fund as information supplemental
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to such Prospectus. In purchasing shares through us you shall
rely solely on the representations contained in the Prospectus
and supplemental information above mentioned. Any printed
information which we furnish you other than the Fund's
Prospectus, periodic reports and proxy solicitation material are
our sole responsibility and not the responsibility of the Fund,
and you agree that the Fund shall have no liability or
responsibility to you in these respects unless expressly assumed
in connection therewith.
8. You agree to deliver to each of the purchasers making
purchases from you a copy of the then current Prospectus 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 Fund. You
further agree to endeavor to obtain Proxies from such purchasers.
Additional copies of the Prospectus, annual or interim reports
and proxy solicitation materials of the Fund will be supplied to
you in reasonable quantities upon request.
9. We reserve the right in our discretion, without notice,
to suspend sales or withdraw the offering of the shares entirely.
Each party hereto has the right to cancel this Agreement upon
notice to the other party.
10. 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.
11. You represent that you are a member of the National
Association of Securities Dealers, Inc. and, with respect to any
sales in the United States, we both hereby agree to abide by the
Rules of Fair Practice of such Association, including in
particular, the provisions of Article III, Sections 8, 24, 25 and
36 of such Rules, to the extent applicable.
12. Upon application to us, we will inform you as to the
states in which we believe the shares have been qualified for
sale under, or are exempt from the requirements of, the respec-
tive securities laws of such states, but we assume no responsi-
bility or obligation as to your right to sell shares in any
jurisdiction. we will file with the Department of State in New
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York a Further State Notice with respect to the shares, if neces-
sary.
13. All communications to us should be sent to the address
below. Any notice to you shall be duly given if mailed or tele-
graphed to you at the address specified by you below.
14. You agree that you will not sell any shares of the Fund
to any account over which you exercise discretionary authority.
15. This Agreement shall terminate at the close of business
on the Closing Date, unless earlier terminated, provided, how-
ever, this Agreement shall continue after termination for the
purpose of settlement of accounts hereunder.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By
------------------------------------
(Authorized Signature)
Please return one signed copy
of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name:
------------------------------
By:
-------------------------------------
Address:
--------------------------------
-----------------------------------------
Date:
-----------------------------------
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EXHIBIT B
XXXXXXX XXXXX PRIME FUND, INC.
SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, Inc. (the "Distributor")
has an agreement with Xxxxxxx Xxxxx Prime Fund, Inc., a Maryland
corporation (the "Fund"), pursuant to which it acts as the
distributor for the sale of shares of common stock, par value
$0.10 per share (herein referred to as the "shares"), of the
Fund, and as such has the right to distribute shares of the Fund
for resale. The Fund is a closed-end investment company
registered under the Investment Company Act of 1940, as amended,
and its shares being offered to the public are registered under
the Securities Act of 1933, as amended. You have received a copy
of the Distribution Agreement (the "Distribution Agreement")
between ourself and the Fund and reference is made herein to
certain provisions of such Distribution Agreement. The term
"Prospectus" as used herein refers to the prospectus 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. As principal, we offer to
sell to you, as a member of the Selected Dealers Group, shares of
the Fund upon the following terms and conditions:
1. In all sales of these 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 Fund, for us or
for any other member of the Selected Dealers Group.
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 of the Fund. The procedure
relating to the handling of orders shall be subject to Section 5
hereof and instructions which we or the Fund shall forward from
time to time to you. All orders are subject to acceptance or
rejection by the Distributor or the Fund in the sole discretion
of either. The minimum initial and subsequent purchase
requirements are as set forth in the current Prospectus of the
Fund.
3. With respect to each sale of shares by you to the
public, the Distributor shall pay you, from its own assets, a fee
at the rate of 2.5% of the amount purchased. If shares sold by
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you remain outstanding after one year from the date of their
original purchase, the Distributor will compensate you at an
annual rate, paid quarterly, equal to 0.25% of the average daily
net asset value of shares sold by you and remaining outstanding.
4. You shall not place orders for any of the shares unless
you have already received purchase orders for such 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 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 shares you will furnish to each person to whom any such sale
or offer is made a copy of the Prospectus (as then amended or
supplemented) and will not furnish to any person any information
relating to the shares of the Fund, which is inconsistent in any
respect with the information contained in the Prospectus (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 Fund. You further agree that
you shall not make a market in the Fund's shares while the Fund
is making either a public offering of or a tender offer to
purchase its shares.
5. As a selected dealer, you are hereby authorized (i) to
place orders directly with the Fund for shares of the Fund to be
resold by us to you subject to the applicable terms and condi-
tions governing the placement of orders by us set forth in Sec-
tion 3 of the Distribution Agreement, and (ii) to tender shares
directly to the Fund or its agent for redemption subject to the
applicable terms and conditions set forth in Section 4 of the
Distribution Agreement.
6. 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
that used in determining the offering price to your customers.
7. No person is authorized to make any representations
concerning shares of the Fund except those contained in the
current Prospectus of the Fund and in such printed information
subsequently issued by us or the Fund as information supplemental
to such Prospectus. In purchasing shares through us you shall
rely solely on the representations contained in the Prospectus
and supplemental information above mentioned. Any printed
information which we furnish you other than the Fund's
Prospectus, periodic reports and proxy solicitation material are
our sole responsibility and not the responsibility of the Fund,
and you agree that the Fund shall have no liability or
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responsibility to you in these respects unless expressly assumed
in connection therewith.
8. You agree to deliver to each of the purchasers making
purchases from you a copy of the then current Prospectus 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 Fund. You
further agree to endeavor to obtain proxies from such purchasers.
Additional copies of the Prospectus, annual or interim reports
and proxy solicitation materials of the Fund will be supplied to
you in reasonable quantities upon request.
9. We reserve the right in our discretion, without notice,
to suspend sales or withdraw the offering of the shares entirely.
Each party hereto has the right to cancel this Agreement upon
notice to the other party.
10. 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.
11. You represent that you are a member of the National
Association of Securities Dealers, Inc. and, with respect to any
sales in the United States, we both hereby agree to abide by the
Rules of Fair Practice of such Association, including in
particular, the provisions of Article III, Sections 8, 24, 25 and
36 of such Rules, to the extent applicable.
12. Upon application to us, we will inform you as to the
states in which we believe the shares have been qualified for
sale under, or are exempt from the requirements of, the respec-
tive securities laws of such states, but we assume no responsi-
bility or obligation as to your right to sell shares in any
jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the shares, if neces-
sary.
13. All communications to us should be sent to the address
below. Any notice to you shall be duly given if mailed or tele-
graphed to you at the address specified by you below.
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14. Your first order placed pursuant to this Agreement for
the purchase of shares of the Fund will represent your acceptance
of this Agreement.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By
-------------------------------------
(Authorized Signature)
Please return one signed copy
of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name:
----------------------------------------
By:
-----------------------------------------------
Address:
------------------------------------------
---------------------------------------------------
Date:
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