VAN ECK SECURITIES CORPORATION
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 * Toll free (000) 000-0000
SELLING GROUP AGREEMENT FOR THE SALE OF SHARES OF
INTERNATIONAL INVESTORS INCORPORATED
AND XXX XXX FUNDS
Dear Sirs:
As national and international distributor of shares for, and as agent of,
International Investors Incorporated and each of the series currently or
hereafter established under the Xxx Xxx Funds Master Trust Agreement
(collectively, the "Funds"), we enclose a copy of the current prospectuses of
the Funds and invite you to become a member of the Funds' Selling Group to offer
shares in the Funds (the "Shares") upon the following terms:
1. In all sales of Shares through us we shall act as the Funds' agent. In all
sales of Shares by you to your customers you shall act as dealer for your own
account, and in no transaction shall you have any authority to act as agent of
the Funds or as our agent.
2. The public offering price at which you may offer the Shares is the net
asset value thereof, as computed from time to time, plus a selling commission,
if any, as described in the prospectus currently in effect with respect to each
of the Shares at the time of your offer. As compensation for each sale of Shares
made by you, you will be allowed the discount, if any, on such Shares as
described in the then current prospectus of the Fund whose Shares are sold. The
current public offering prices of the Shares, commissions and discounts are set
forth in Exhibit A hereto which exhibit may be amended from time to time by us
upon notice to you.
To the extent you provide distribution and marketing services in the promotion
of Shares of the Gold/Resources Fund, U.S. Government Money Fund, World Trends
Fund or World Income Fund of Xxx Xxx Funds and each additional series of the Xxx
Xxx Funds hereafter established with a Plan of Distribution pursuant to Rule
12b-1 of the Investment Company Act of 1940 (the "Xxx Xxx Funds"), we shall pay
you an annual fee of 0.25% of the net asset value of Shares of each of such Xxx
Xxx Funds owned by those customers of your firm whose records, as maintained by
Xxx Xxx Funds or its agent, designate your firm as the customer's dealer of
record. The 12b-1 compensation will be calculated by taking the average daily
balance in each shareholder account during the year, for which your firm is
designated as the dealer of record and multiplying it by the compensation factor
of 25 basis points (0.25%). Distribution and marketing services include but are
not limited to furnishing services and assistance to your customers who invest
in and own Shares of such Xxx Xxx Funds, answering routine inquiries, assisting
in changing distribution options, account designations and addresses. No such
fee will be paid to you with respect to Shares of such Xxx Xxx Funds purchased
by you and redeemed or repurchased by Xxx Xxx Funds or by us as agent within
seven (7) business days after the date of our confirmation of such purchase. No
such fee will be paid to you if the total amount of such fees based upon the
value of your customer's Shares will be less than $50.00. You shall furnish us
and Xxx Xxx Funds with such information as shall be reasonably requested by the
Trustees of Xxx Xxx Funds with respect to the fees paid to you. The provisions
of this Paragraph may be terminated as to any of the Xxx Xxx Funds by the vote
of a majority of the Trustees of Xxx Xxx Funds who are non-interested
Trustees or by a vote of a majority of the outstanding shares of a Fund on sixty
(60) days' written notice, without payment of any penalty. These provisions will
also be terminated by any act which terminates either the Distribution Agreement
between Xxx Xxx Funds and Xxx Xxx Securities Corporation or this Selling Group
Agreement.
The public offering prices, commissions and discounts may be revised by us at
any time, but any change will not affect selling commissions and discounts on
sales for which orders have been accepted by us.
The Initial Offering of Shares of a Fund as defined in the prospectus for the
Shares shall be on such terms as described in the then current prospectus of the
Fund whose shares are being sold.
In addition to the discounts, if any, allowed pursuant to the foregoing
provisions of this Section 2, we may from time to time provide additional
concessions to dealers which employ registered representatives who sell, during
a specific period, a minimum dollar amount of the Shares of a Fund. Such
additional concessions may take the form of merchandise or payment for travel
expenses incurred in connection with trips taken by dealer designated persons.
If non-cash concessions are provided, each dealer earning such a concession may
elect to receive a cash amount equivalent to the cost of providing such
concessions. Notice of availability of concessions will be given to you by us
and if any concessions are earned by you, the value thereof is includable in
your income for NASD assessment purposes.
3. You agree to purchase the Shares only through us or from your customers.
In the case of purchases of Shares through us you agree that all such purchases
shall be made only to cover purchase orders already received by you from your
customers or for your own bona fide investment. In the case of purchases from
customers you agree to pay not less than the repurchase price currently being
quoted by the Funds.
4. You agree to sell Shares of a Fund only to customers and to us as agent of
such Fund. In the case of sales to customers you agree to sell only at the
public offering price then in effect with respect to such Shares and all such
sales shall be in accordance with the then current prospectus for such Shares;
to transmit promptly upon receipt any and all orders received by you (such
orders must be received by us no later than 5:00 p.m. New York time); not to
withhold placing customers' orders with us in order thereby to make a profit for
yourself; and to take up and pay for Shares confirmed to you. In the case of
sales to us you may act either as principal for your own account or as agent for
your customer. If you act as principal for your own account in purchasing Shares
for resale to us, you agree to pay your customer not less than you receive from
us. If you act as agent for your customer in selling Shares to us, you agree not
to charge your customer more than a fair commission for handling the
transaction. Orders received for Shares of a Fund from you will be accepted by
us for such Fund only at the public offering price applicable to each order, as
established in accordance with the provisions of such Fund's then current
prospectus. The procedure stated herein relating to the pricing and handling of
orders shall be subject to instructions which we may forward from time to time
to all members of the Selling Group.
5. If any Shares of a Fund confirmed to you under this agreement are
repurchased by us as agent of a Fund, or are tendered for redemption, within
seven business days after confirmation by us of the original purchase order or
the Closing Date, as defined in a prospectus for a Fund, you shall forthwith
refund to us for the account of such Fund the full discount allowed to you on
the sale. We are obligated to pay to such Fund our share of the selling
commission on such Shares and upon receipt by us of your discount to pay the
same to such Fund. We shall notify you of such repurchase within ten days after
the date on which each certificate or appropriate redemption or repurchase
request is delivered to us or to such Fund.
6. You shall make all sales subject to our confirmation. All orders so placed
shall be firm orders. All orders are subject to acceptance or rejection by us in
our sole discretion, and by the Funds in their sole discretion. Please telephone
"wire-orders" to Xxx Xxx Securities Corporation (000) 000-0000, or in New York
(000) 000-0000. "Direct-mail" orders should be sent to ATTN: "NAME OF FUND," DST
Systems, Inc., 00 Xxxx Xxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000.
7. Payment of the public offering price, less your dealer's discount, if any,
for Shares ordered from us during a Continuous Offering of Shares of a Fund
shall be made by check payable to International Investors Incorporated, or Van
Eck Funds: "NAME OF FUND" in New York clearing house funds, which check should
be sent to ATTN: "NAME OF FUND," DST Systems, Inc., 00 Xxxx Xxxxx Xxxxxx, Xxxxxx
Xxxx, XX 00000, within five days after our
acceptance of your order or such lesser period as then may be permitted by law
or regulation. If such payment is not received within said time period, interest
at the prime rate in effect at Citibank N.A., may be added to the amount due us
and we reserve the right without notice to cancel the sale or at our option to
return the Shares to the issuer for redemption or repurchase. In the latter case
we shall have the right to hold you responsible for any loss, including loss of
profit, resulting to us. Should payment be made by check on your local bank,
delivery of certificates may be delayed pending clearance of your check. Upon
receipt of payment in conformity with the above, Shares so ordered will be
issued in or transferred into such names as you may designate and forwarded as
promptly as possible in accordance with your instructions.
Payment for Shares purchased by you during an Initial Offering of Shares of a
Fund shall be made on such date and in accordance with such terms as described
in the then current prospectus of the Fund whose Shares are sold or as we may
advise.
8. All sales through us shall be subject to the issuance of Shares to us by
the Funds. We and the Funds reserve the right to suspend sales without notice,
or to withdraw the offering of Shares entirely.
9. The Funds have authorized us as their agent and subject to their direction
to repurchase Shares at the repurchase price currently being quoted by the
Funds. This authority is supplementary to the obligation of the Funds to redeem
Shares tendered them for redemption as described in the Funds' current
prospectuses. No commissions are payable to us or by us in respect of any such
repurchase by us as such agent. Please telephone "wire-order" liquidation
requests to Xxx Xxx Securities Corporation (000) 000-0000, or in New York (212)
687-5200 (such orders must be received by us no later than 5:00 p.m. New York
time to obtain the redemption price for such day). "Direct-mail" liquidation
requests should be sent to ATTN: "NAME OF FUND," DST Systems, Inc., 00 Xxxx
Xxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000.
10. We will notify you of each series, including the applicable discounts and
commissions, established hereafter under the Xxx Xxx Funds Master Trust
Agreement which series shall thereupon be deemed one of the Funds and supply to
you in reasonable quantities additional copies of any current prospectuses and
such sales literature for the Funds as may from time to time be issued. You are
not authorized to give any information other than that, or to make any
representations other than those contained in the then currently effective
registration statements or prospectuses or supplemental information thereto or
in any sales literature then currently issued or approved by the Funds.
11. We represent that we are members of the National Association of
Securities Dealers, Inc. Your acceptance of this agreement constitutes a
representation to us that you are a properly registered or licensed broker or
dealer under federal and state securities laws and regulations, and that you are
a member of the National Association of Securities Dealers, Inc. and agree to be
bound by the rules of such Association or if a foreign dealer, that if
registered under the Securities Exchange Act of 1934, you will conform to the
Rules of Fair Practice of said Association in making sales of Shares in the
United States or, if not so registered, you will not sell or deliver Shares in
the United States or to persons who you have reason to believe are citizens or
residents of the United States.
12. You are not employed or retained for any purpose as broker, agent or
employee by us or by the Funds, and you are not authorized in any manner to act
for, or to make any representations on behalf of, us or the Funds. Nothing
herein shall constitute you, other persons signing this agreement or the
undersigned as partners; however, you agree to bear your proportionate share, if
any, of any claim, demand or liability for transfer taxes asserted against you,
such other persons or us based on the theory that you, such other persons and we
or any two or more of us, constitute an association, unincorporated business or
other entity, and your proportionate share of any expenses defending any such
claim, demand or liability.
13. From time to time or upon application we will inform you as to the states
in which the Funds' Shares have been qualified for sale.
14. Your first order placed with us for the purchase of Shares will represent
your acceptance of this agreement.
15. All communications should be sent to us at the above address. Any notice
to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
16. This agreement may be terminated by either of us at any time by written
notice to the other and shall terminate automatically if either of us ceases to
be a member of the National Association of Securities Dealers, Inc.
17. This agreement shall be governed by and interpreted in accordance with
the laws of the state of New York.
Very truly yours,
XXX XXX SECURITIES CORPORATION
Date:__________________ By:______________________________________________
We accept and agree to the terms and conditions set forth in this agreement
and acknowledge receipt of the prospectuses enclosed herewith.
Firm:____________________________________________
Date:__________________ By:______________________________________________
Address:_________________________________________
_________________________________________________
EXHIBIT A
INTERNATIONAL INVESTORS INCORPORATED
DISCOUNT TO
SALES CHARGE AS A BROKER-DEALERS
PERCENTAGE OF AS A PERCENTAGE
--------------------
OFFERING NET AMOUNT OF THE PUBLIC
DOLLAR AMOUNT OF PURCHASE PRICE INVESTED OFFERING PRICE
------------------------- -------- ---------- --------------
Less than $10,000...................................... 8.5% 9.3% 7.0%
$10,000 to less than $25,000........................... 7.5% 8.1% 6.25%
$25,000 to less than $50,000........................... 6.25% 6.7% 5.0%
$50,000 to less than $100,000.......................... 5.0% 5.3% 4.0%
$100,000 to less than $250,000 ....................... 3.5% 3.6% 2.8%
$250,000 to less than $500,000 ....................... 2.5% 2.6% 2.0%
$500,000 to less than $1,000,000 ..................... 2.0% 2.0% 1.6%
$1,000,000 to less than $3,000,000..................... 1.0% 1.0% 0.8%
$3,000,000 and......................................... 0.5% 0.5% 0.4%
XXX XXX FUNDS
WORLD TRENDS FUND, GOLD/RESOURCES AND WORLD INCOME FUND
DISCOUNT TO*
SALES CHARGE AS A BROKER-DEALERS
PERCENTAGE OF AS A PERCENTAGE
------------------------
OFFERING NET AMOUNT OF THE PUBLIC
DOLLAR AMOUNT OF PURCHASE PRICE INVESTED OFFERING PRICE
------------------------- ------- ---------- -----------------
Less than $10,000 .......................................... 7.5% 8.1% 6.0%
$10,000 to less than $25,000 ............................... 6.25% 6.7% 5.0%
$25,000 to less than $50,000 ............................... 5.0% 5.3% 4.0%
$50,000 to less than $100,000 .............................. 4.0% 4.2% 3.2%
$100,000 to less than $250,000 ............................. 3.0% 3.1% 2.4%
$250,000 to less than $500,000 ............................. 2.5% 2.6% 2.0%
$500,000 to less than $1,000,000 ........................... 2.0% 2.0% 1.6%
$1,000.000 to less than $3,000,000 ......................... 1.0% 1.0% 0.8%
$3,000,000 to less than $4,000,000 ......................... 0.5% 0.5% 0.4%
$4,000,000 and over ........................................ -0- -0- -0-
------------
* With respect to purchases of World Income Fund shares and for the period
beginning August 10, 1987 through October 30, 1987 all of the sales charge
imposed will be reallowed to the applicable broker dealer.
U.S. GOVERNMENT MONEY FUND
No Sales Charge
