GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
QUEST FOR VALUE ACCUMULATION TRUST
AND
QUEST FOR VALUE DISTRIBUTORS
September 16, 1994
Quest for Value Distributors
c/x Xxxxxxxxxxx Capital
Xxxxxxxxxxx Tower, 37th Floor
World Financial Center
New York, New York 10281
Dear Sirs:
QUEST FOR VALUE ACCUMULATION TRUST (formerly named Quest for Value Asset
Builder Trust), a Massachusetts business trust (the "Fund"), is preparing to
register 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") will be 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.
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 statue,
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 shall be sold by 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 the 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.
6. The Fund is preparing to register under the 1940 Act as an investment
company, and it will use its best efforts 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,
dependency, district or country where it shall deem such qualification
disadvantageous to the Fund.
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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 expense of
registering shares for sale under federal and state securities laws. You shall
pay the cost of printing the copies of the Fund's 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 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 enure to the benefits of the parties hereto and
their respective successors, but this Agreement shall not be assigned by either
party and shall automatically terminated upon assignment.
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If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
QUEST FOR VALUE ACCUMULATION TRUST
By: s\ Xxxxxxx Xxxxxx
--------------------------------
Title: Treasurer
Accepted:
QUEST FOR VALUE DISTRIBUTORS
By: s\ Xxxxx Xxxxxxxx
--------------------------------
Title: President
