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EXHIBIT (E)
GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
ENTERPRISE ACCUMULATION TRUST
AND
ENTERPRISE FUND DISTRIBUTORS, INC.
October 25, 1994
Enterprise Fund Distributors, Inc.
Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, X.X.
East Tower, Suite 000
Xxxxxxx, XX 00000-1022
Dear Sirs:
ENTERPRISE ACCUMULATION TRUST, a Massachusetts business trust (the
"Fund"), is registered as an investment company under the Investment Company Act
of 1940, as amended (the " 1940 Act"), and an indefinite number of shares of its
capital stock (hereinafter referred to as "shares") are registered under the
Securities Act of 1933, as amended (the "1933 Act"), to be offered for sale to
the public in a continuous public offering in accordance with the terms and
conditions set forth in the Prospectus included in the Fund's Registration
Statement as it may be amended from time to time.
In this connection, the Fund desires that your firm act as General
Distributor and as Agent of the Fund for the sale and distribution of shares
which have been registered as described above and of any additional shares which
may become registered during the term of this Agreement. You have advised the
Fund that you are willing to act as such General Distributor and Agent, and it
is accordingly agreed between us as follows:
1. The Fund hereby appoints you as General Distributor as
exclusive Agent for sale of its shares, pursuant to the
aforesaid continuous public offering of its shares, and the
Fund further agrees from and after the date of this Agreement,
that it will not, without your consent, sell or agree to sell
any shares otherwise than through you, except the Fund may
issue shares in connection with a merger, consolidation or
acquisition of assets on such basis as may be authorized or
permitted under the 1940 Act.
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2. You hereby accept such appointment and agree to use your best
efforts to sell such shares, provided, however, that when
requested by the Fund at any time because of market or other
economic considerations or abnormal circumstances of any kind,
you will suspend such efforts. The Fund may also withdraw the
offering of the shares at any time when required by the
provisions of any statute, order rule or regulation of any
governmental body having jurisdiction. It is understood that
you do not undertake to sell all or any specific portion of
the shares of the Fund.
3. The shares will be sold to you at net asset value.
4. As General Distributor, you shall have the right to accept or
reject orders for the purchase of shares of the Fund. Any
consideration which you may receive in connection with a
rejected purchase order will be returned promptly. You agree
promptly to issue confirmations of all accepted purchase
orders and to transmit a copy of such confirmations to the
Fund or, if so directed, to any duly appointed transfer or
shareholder servicing agent of the Fund. The net asset value
of all shares which are the subject of such confirmations,
computed in accordance with the applicable rules under the
1940 Act, shall be a liability of your company to the Fund to
be paid promptly after receipt of payment from the originating
dealer and not later than eleven business days after such
confirmation even if you have not actually received payment
from the originating dealer. If the originating dealer shall
fail to make timely settlement of its purchase order in
accordance with rules of the National Association of
Securities Dealers, Inc., you shall have the right to cancel
such purchase order and, at your account and risk, to hold
responsible the originating dealer. You agree promptly to
reimburse the Fund for any amount by which the Fund's losses
attributable to any such cancellation or to errors on your
part in relation to the effective date of accepted purchase
orders, exceed contemporaneous gains realized by the Fund for
either of such reasons in respect to other purchase orders.
The Fund shall register or cause to be registered all shares
sold by you pursuant to the provisions hereof in such name or
names and amounts as you may request from time to time and the
Fund shall issue or cause to be issued certificates evidencing
such shares for delivery to you or pursuant to your direction
if and to the extent that the shareholder account in question
contemplates the issuance of such share certificates. All
shares of the Fund, when so issued and paid for, shall be
fully paid and non-assessable.
5. The Fund has delivered to you a copy of its current
prospectus. The Fund agrees that it will use its best efforts
to continue the effectiveness of the Fund's Registration
Statement under the 1933 Act. The Fund further agrees to
prepare and file any amendments to its Registration Statement
as may be necessary and any supplemental data in order to
comply with the 1933 Act. The Fund will furnish you at your
expense with a reasonable number of copies of the Prospectus
and any amended Prospectus for use in connection with the sale
of shares.
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6. The Fund is registered under the 1940 Act as an investment
company, and it will use its best effort to maintain such
registration and to comply with the requirements of the 1940
Act.
7. At your request, the Fund will take such steps as may be
necessary and feasible to qualify shares for sale in states,
territories or dependencies of the United States of America,
in the District of Columbia and in foreign countries, in
accordance with the laws thereof, and to renew or extend any
such qualification; provided, however, that the Fund shall not
be required to qualify shares or to maintain the qualification
of shares in any state, territory or dependency, district or
country where it shall deem such qualification disadvantageous
to the Fund.
8. You agree that:
(a) Neither you nor any of your officers will take any
long or short position in the shares of the Fund, but
this provision shall not prevent you or your officers
from acquiring shares of the Fund for investment
purposes only;
(b) You shall furnish to the Fund any pertinent
information required to be inserted with respect to
you as General Distributor within the purview of the
1933 Act in any reports or registration required to
be filed with any governmental authority; and
(c) You will not make any representations inconsistent
with the information contained in the Registration
Statement or Prospectus of the Fund filed under the
1933 Act, as in effect from time to time.
9. The Fund will pay the cost of composition and printing of
sufficient copies of its Prospectus and financial statements
as shall be required for quarterly and annual distribution to
its shareholders and the expenses of registering shares for
sale under federal and state securities laws. You shall pay
the cost of printing the copies of the Prospectus and any
sales literature used by you in the public sale of the Fund's
shares.
10. Unless earlier terminated pursuant to paragraph 11 hereof,
this Agreement shall remain in effect until two years from the
date hereof This Agreement shall continue in effect from year
to year thereafter provided that such continuance shall be
specifically approved at least annually (a) by the Fund's
Board of Trustees, including a vote of a majority of the
Trustees who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such persons,
cast in person at a meeting called for the purpose of voting
on such approval or (b) by the vote of the holders of a
majority of the outstanding voting securities of the Fund and
by such a vote of the Trustees.
11. This Agreement may be terminated (a) by the General
Distributor at any time without penalty by giving sixty days
written notice (which notice may be waived
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by the Fund); or (b) by the Fund at any time without penalty
upon sixty days written notice to the General Distributor
(which notice may be waived by the General Distributor),
provided that such termination by the Fund shall be directed
or approved by the Trustees or by the vote of the holders of a
majority of the outstanding voting securities of the Fund.
12. This Agreement may not be amended or changed except in writing
and shall be binding upon and shall inure to the benefits of
the parties hereto and their respective successors, but this
Agreement shall not be assigned by either party and shall
automatically terminate upon assignment.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
ENTERPRISE ACCUMULATION TRUST
By: /s/ XXXXXXX X. XXXXXXXXXX
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Accepted:
ENTERPRISE FUND DISTRIBUTORS, INC.
By: /s/ XXXXXXXXX X. XXXXXXXXX
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