April 15, 1997
Mr. X. Xxxxx Xxxx
Xxxx Xxxxxx Xxxxxxxx, Inc.
Senior Vice President
Two World Trade Center
New York, New York 10048
Dear Xx. Xxxx:
This will confirm the agreement between you (the "Dealer") and Xxxxxxxx
Financial Services, Inc. ("SFSI").
1. Scope. SFSI acts as principal underwriter to certain investment
companies registered under the Investment Company Act of 1940, as amended (each,
a "Fund"). SFSI is engaging the Dealer to assist in marketing shares of each
Fund ("Shares") to any institutional investor (i.e. pension plans, insurance
companies, investment companies) located in Chile, willing to purchase Shares
having a net asset value equal to at least $1 million.
2. Compensation. In accordance with the prospectus of each Fund, SFSI
will pay the Dealer a fee (the "Fee") on sales of Shares as follows: 1.00% of
sales up to but not including $2 million; .80% of sales from $2 million up to
but not including $3 million; .50% of sales from $3 million up to but not
including $5 million; and .25% of sales from $5 million and above. The
calculations of the Fee will be based on assets held by a "single person" as
defined in each Fund's prospectus.
3. Refunds for Early Redemption or Nonfulfillment of Letter of Intent.
(a) If any Investor, with respect to whose purchase of Shares compensation has
been paid pursuant to paragraph 2, redeems any Shares within eighteen months of
purchase, the Dealer will repay SFSI an amount equal to such compensation
multiplied by (i) a fraction, of which the numerator is equal to the number of
such Shares, and the denominator is equal to the number of Shares purchased by
such Investor during the eighteen-month period preceding the redemption and
further multiplied by (ii) a fraction, of which the numerator is equal to the
number of days remaining in the eighteen-month period commencing with the
purchase of the Shares being redeemed, and the denominator is equal to 548. To
the extent any Investor redeeming Shares has purchased Shares on more than one
date, such Investor shall be considered to redeem Shares in the order they were
purchased for the purposes of this paragraph. (b) In the event the Dealer has
been paid compensation for Shares purchased pursuant to a Letter of Intent and
Investor fails to purchase Shares having a net asset value equal to at least $1
million pursuant to the Letter of Intent, the Dealer will repay to SFSI all
compensation paid pursuant to paragraph 2 with respect to the Shares purchased
by such Investor.
4. Undertakings. The Dealer will perform its services under this
agreement in compliance with the terms of its separate Sales Agreement with SFSI
and instructions received from time to time from SFSI and in compliance with all
applicable laws, including any Chilean laws that may be applicable. The Dealer
assumes full responsibility for complying with any registration, licensing or
other relevant
laws affecting its solicitation activities, and specifically acknowledges that
neither SFSI nor any Fund has taken steps to qualify Shares for sale in any
jurisdiction outside the United States, including Chile. The Dealer will not
engage in any solicitation activities in any jurisdiction or in any manner in
which it is unlawful for it to do so.
5. Status. The Dealer shall not be an employee, agent or officer of SFSI
but shall have the status of an "independent contractor." The Dealer shall not
render any investment advice to any person or organization on behalf of SFSI.
The Dealer is not authorized to act in any way on behalf of SFSI. Without
limiting the generality of the foregoing, the Dealer is not authorized to enter
into any agreement or undertaking on behalf of SFSI with any person or
organization.
6. Term. This agreement is terminable at any time by either the Dealer
or SFSI upon written notice to the other but no such termination shall affect
the obligation of SFSI to pay the Fee under paragraph 2 with respect to any
Investor's subscription for Shares received by SFSI or the Fund's shareholder
servicing agent prior to the time of such termination or the obligation of the
Dealer to refund any fee under paragraph 3.
7. Miscellaneous. This agreement is made in accordance with and shall be
governed by the laws of the State of New York applicable to contracts made and
performed entirely therein. This agreement contains the entire agreement of the
parties with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements or understandings in regard to the subject matter
hereof. This agreement may be amended only by a written instrument executed by
the party against whom enforcement of such amendment is sought. This agreement
is not assignable by either party in any manner, by operation of law or
otherwise, without the written consent of the non-assigning party.
Please confirm that this letter accurately sets forth our entire
understanding by signing below.
Very truly yours,
Xxxxxx X. Xxxxx
Senior Vice President
CONFIRM:
Xxxx Xxxxxx Xxxxxxxx, Inc.
By:_________________________
Name:
Title:
By:_________________________
Name:
Title:
