Exhibit 6(D)
DEALER AGREEMENT
Relating to Xxxxxx Xxxxxxx Xxxx Fund, Inc.
Gentlemen:
We serve as distributor of the shares ("Shares") which
comprise the classes of Common Stock, par value $.001 (each such
class hereinafter individually referred to as the "Class" and
collectively the "Classes") of Xxxxxx Xxxxxxx Xxxx Fund, Inc., a
Maryland corporation (the "Fund") as listed on Schedule A
attached hereto. The Fund is an open-end, diversified investment
company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund offers Shares to the public
in accordance with the terms and conditions contained in the
Prospectus and Statement of Additional Information relating to
the respective Classes of such Shares. The terms
"Prospectus(es)" and "SAI(s)" as used herein refer to the
prospectus(es) and statement(s) of additional information on file
with the Securities and Exchange Commission ("SEC") with respect
to the Shares which are part of the most recent registration
statement effective from time to time under the Securities Act of
1933, as amended (the "1933 Act").
In connection with the offering of Shares to the
public, you agree to assist in the distribution of Shares on the
following terms and conditions:
1. You are hereby authorized to identify potential
purchasers of each Class of Shares checked on Schedule A attached
hereto and made a part hereof as such Schedule shall be amended
from time to time consistent with the provisions of Paragraph 11
hereof, to distribute to such persons, subject to Paragraph 2
hereof, the promotional and sales materials, Prospectuses, SAIs
(upon request of a purchaser of Shares), shareholder reports and
account opening forms relating to a particular Class, to provide,
if any, the other services checked on Schedule B attached hereto
and made a part hereof and to otherwise use your best efforts to
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distribute such Shares, in each case subject to the terms,
conditions and procedures set forth in the relevant Prospectus
and SAI, including, without limitation, the public offering price
then in effect. You hereby agree that you shall place orders
immediately upon their receipt and shall not withhold any order
so as to profit therefrom. You hereby agree to pay all direct
and indirect expenses or costs we may incur under the
Distribution Agreement between us and the Fund arising in
connection with any promotional or sales literature (including
Prospectuses and SAIs) furnished to you in any such offering as
well as expenses of advertising and all legal expenses in
connection with the matters covered by this sentence.
2. No person is authorized to make any representation
concerning the Fund or the Shares of any Class in respect of
which you have committed to provide the services noted in
Paragraph 1 except those contained in the Prospectuses and SAIs
and in such printed information as we may subsequently prepare.
No person is authorized to distribute any sales material relating
to the Fund without our prior written approval.
3. Applicable fees (including without limitation fees
paid to us under a Plan of Distribution with respect to a Class
pursuant to Rule 12b-1 of the 1940 Act and reallocated to you) to
which you are entitled for the provision of the services to be
rendered under Paragraph 1 are those specified on attached
Schedule A hereto and in the current Prospectus of the Fund as
such Schedule and Prospectus shall be amended from time to time.
Such fees are subject to change without notice by us and will
comply with any changes in regulatory requirements. In
determining the amounts payable to you hereunder, we reserve the
right to exclude any sales which we reasonably determine are not
made in accordance with the terms of the relevant Prospectus and
provisions of this Agreement.
4. You agree to comply with the provisions contained
in the 1933 Act governing the distribution of Prospectuses to
persons to whom you offer Shares hereunder. You further agree to
deliver, upon our request, copies of any amended Prospectus to
purchasers, if any, whose Shares you are holding as record owner
and to deliver to such customers copies of the annual and interim
reports and proxy solicitation materials of the Fund. We agree
to furnish to you as many copies of the Prospectus, SAI, annual
and interim financial reports and proxy solicitation materials as
you may reasonably request.
5. You hereby represent and warrant that (a) you are
a corporation, partnership or other entity duly organized and
validly existing in good standing under the laws of the
jurisdiction in which you were organized; (b) your acceptance of
this Agreement and the performance of the transactions
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contemplated hereby have been duly authorized by all necessary
action and all other authorizations and approvals (if any)
required for your lawful acceptance of this Agreement and your
performance hereunder have been obtained; and (c) upon acceptance
by you, and assuming due and valid execution and delivery by us,
this Agreement will constitute a valid and binding agreement,
enforceable against you in accordance with its terms. You
further represent that you are registered as a broker-dealer
under Section 15 of the Securities Exchange Act of 1934 (the
"1934 Act"), as amended, and are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"). You
agree to notify us immediately in the event of your expulsion or
suspension from the NASD. Your expulsion or suspension from the
NASD will automatically terminate this Agreement on the effective
date of such expulsion or suspension. You agree that you will
not offer Shares of any Class to persons in any jurisdiction in
which you may not lawfully make such offer due to the fact that
you have not registered under, or are not exempt from, the
applicable registration or licensing requirements of such
jurisdiction.
6. For all purposes of this Agreement you will be
deemed to be an independent contractor and will have no authority
to act as agent for us or the Fund in any manner or in any
respect. By your written acceptance of this Agreement, you agree
to and do release, indemnify and hold us, the Fund and its
transfer agent and our and their respective officers, directors,
agents, employees and affiliates harmless from and against any
and all direct or indirect liabilities, losses, claims, demands
and expenses (including, without limitation reasonable attorneys'
fees) resulting from requests, directions, actions, or inactions
of or by you or your officers, employees, or agents regarding
your responsibilities hereunder or the purchase, redemption,
transfer or registration of Shares by or on behalf of customers.
The indemnification provided hereunder shall survive the
termination of this Agreement. You and your employees will, upon
request, be available during normal business hours to consult
with us or our designees concerning the performance of your
responsibilities under this Agreement.
7. The Fund has registered an indefinite number of
Shares of each Class under the 1933 Act. Upon application to us,
we will inform you as to the states or other jurisdictions in
which we believe the Shares of a particular Class have been
qualified for sale under, or are exempt from the requirements of,
the respective securities laws of such states, but we assume no
responsibility or obligation as to your right to sell Shares of
any Class in any jurisdiction. You shall not make offers or
sales of Shares in any state or jurisdiction where the particular
Shares are not qualified for sale under or exempt from the
requirements of the securities laws of the state or other
jurisdictions where the proposed offer or sale is to be made.
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8. The Fund shall have full authority to take such
action as it deems advisable in respect of all matters pertaining
to the offering of the Shares, including the right in its
discretion, to reject an order for Shares and, without notice, to
suspend sales or withdraw the offering of Shares of any and all
Classes entirely.
9. You will (i) maintain all records required by law
(including records detailing the services you provide in return
for the fees to which you are entitled under this Agreement)
relating to transactions in Shares covered by this Agreement and,
upon request by the Fund or us, promptly make such of these
records available to the Fund or us, as the case may be, as the
Fund or we may reasonably request in connection with its
operations; and (ii) promptly notify the Fund and us if you
experience any difficulty in maintaining the records described in
the foregoing clauses in an accurate and complete manner.
10. The Fund shall be under no liability to you and we
shall be under no liability to you except for lack of good faith
and for obligations expressly assumed by us hereunder. In
carrying out your obligations, you agree to act in good faith and
without negligence. Nothing contained in this Agreement is
intended to operate as a waiver by us or you of compliance with
any provision of the 1940 Act, the 1933 Act, the 1934 Act, or the
rules and regulations promulgated by the SEC.
11. This Agreement shall become effective only when
accepted and signed by you and may be amended only by a written
instrument signed by both of the parties hereto. In addition to
the termination provision specified in Paragraph 5 hereof, this
Agreement may be terminated by either party, without penalty,
upon ten days' notice to the other party and shall automatically
terminate in the event of its assignment, as defined in the 1940
Act and shall automatically terminate with respect to a Class in
the event the Distribution Agreement applicable to such Class
between the Fund and us terminates. This Agreement may also be
terminated at any time without penalty by the vote of a majority
of the members of the Board of Directors of the Fund who are not
"interested persons" (as such phrase is defined in the 0000 Xxx)
and have no direct or indirect financial interest in the
operation of the Distribution Agreement between the Fund and us
or any related agreement, or, in respect of a particular Class of
Shares, by the vote of a majority the outstanding Shares of such
Class.
12. All communications to us should be sent to:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
13. This Agreement constitutes the entire agreement
between the parties hereto relating to the subject matter hereof
and supersedes any and all agreements between the parties
relating to said subject matter. This Agreement and all the
rights and obligations of the parties hereunder shall be governed
by and construed under the laws of the Commonwealth of
Pennsylvania.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
Date: By:
Authorized Officer
Accepted and Agreed to:
Name of Broker-Dealer (Please Print or Type)
Address
Date:
Authorized Officer
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SCHEDULE A
You will assist in the distribution of the classes of
shares of Common Stock, par value $.OO1 of the Fund checked
below:
Class A Shares (M.S. Money Market
Portfolio)
Class B Shares (M.S. Tax-Free Money
Market Portfolio)
Class C Shares (M.S. Government
Obligations Money Market Portfolio)
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SCHEDULE B
You will provide the services checked below:
{ } Aggregating and processing purchase and redemption
requests for the Shares from your clients and placing net
purchase and redemption orders with the Fund's transfer agent,
Provident Financial Processing Corporation.
{ } Providing your clients with a service that invests
the assets of their accounts in the Shares pursuant to specific
or pre-authorized instructions.
{ } Processing dividend payments from the Fund on
behalf of your clients.
{ } Providing information periodically to your clients
showing their positions in the Shares.
{ } Arranging for bank wires.
{ } Responding to client inquiries relating to the
services performed by you.
{ } Providing subaccounting with respect to Shares
beneficially owned by your clients or the information to the Fund
necessary for subaccounting.
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