Exhibit 6B
XXX XXX SECURITIES CORPORATION
00 Xxxx Xxxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 - Toll Free (000) 000-0000
SELLING GROUP AGREEMENT
For the sale of shares of
XXX XXX FUNDS
Date
Company
Address
Suite
City, State, zip code
Attn:
Ladies/Gentlemen:
As national and international distributor or principal underwriter of
shares for, and as agent of, each of the series currently or hereafter
established under the Xxx Xxx Funds Amended and Restated Master Trust Agreement
and such other funds and each series thereof as may hereafter be established for
which we serve as principal underwriter or distributor which are set forth in
Exhibit A, as it may, from time to time, be amended by us upon notice to you
(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 to 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 each series of Xxx Xxx Funds with a Plan of
Distribution pursuant to Rule 12b-1 of the Investment Company Act of
1940 (the "Xxx Xxx Funds") or such other funds or series thereof as
hereafter may be established with a Plan of Distribution pursuant to
Rule 12b-1 of the Investment Company Act of 1940 ("12b-1 Funds"), we
shall pay you an annual fee at the rate set forth in Exhibit A, as
amended by us from time to time, of the net asset value of Shares of
each such 12b-1 Fund owned by those customers of your firm whose
records, as maintained by Xxx Xxx Funds, 12b-1 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 set forth Exhibit A. 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
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 Funds purchased by you and
redeemed or repurchased by a Fund or by us as agent within (7) seven
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 customers' Shares of the Funds will be less
than $50.00. You shall furnish us with such information as we may
reasonably request with respect to the fees paid to you. The
provisions of this Paragraph may be terminated as to any of the Funds
by the vote of a majority of the Trustees or Directors of a Fund who
are non-interested Trustees or Directors 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 the 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, if permitted by the rules of the NASD then in
effect, 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 our 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.
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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 PM New York time); not to withhold placing
customers' orders with us in order thereby to make a profit for
yourself; you will 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 to 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. "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 "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 (3) three business 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, 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.
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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 (such orders must be received
by us no later than 5:00 PM 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., 0000 Xxxxxxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxx Xxxx, XX 00000.
10. We will notify you of each series of Xxx Xxx Funds and each fund or
series thereof hereafter established, including the applicable
discounts and commissions, which fund and/or 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 either (i) a properly registered
or licensed broker or dealer under federal and state securities laws
and regulations and a member of the National Association of Securities
Dealers, Inc. and agree to be bound by the rules of such Association
or (ii) 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.
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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. You will indemnify, defend and hold us and our subsidiaries,
affiliates, directors, officers, agents and employees free and
harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims
and any counsel fees incurred in connection therewith) which we or
such subsidiaries, affiliates, directors, officers, agents and
employees may incur arising out of or based upon (i) any breach of any
representation, warranty or covenant made by you herein, or (ii) any
failure by you to perform your obligations as set forth herein. This
section shall survive termination of this Agreement.
15. We will indemnify, defend and hold you and your subsidiaries,
affiliates, directors, officers, agents and employees free and
harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims
and any counsel fees incurred in connection therewith) which you or
such subsidiaries, affiliates, directors, officers, agents or
employees may incur arising out of or based upon (i) any breach of any
representation, warranty or covenant made by us herein, (ii) any
failure by us to perform our obligations as set forth herein, or (iii)
any alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or Statement of Additional
Information (or supplement thereto) relating to any of the Funds or in
any other written information or sales material relating to the Shares
authorized or furnished by us in connection with the offer and sale of
the Shares, or any alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading. This section shall survive termination of this Agreement.
16. All communication 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.
17. 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.
18. 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
By: _______________ Date: _______________
Title: _______________
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We accept and agree to the terms and conditions set forth in this agreement
and acknowledge receipt of the prospectuses enclosed herewith. Furthermore, we
certify the corporate or non-corporate tax status as referenced below.
Firm: _________________________________
Address: _________________________________
_________________________________
_________________________________
_________________________________
Member SIPC_________ Non-Member SIPC__________
____________ Corporate ____________ Non-corporate (sole owner, partnership,
etc.) Under penalties of perjury, I certify that the number shown on this form
is my correct taxpayer identification number to be used for 1099-MISC tax
reporting.
TIN/SS# ______________________________
By: ______________________________ Date:__________________
Title: ______________________________
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REVISED AS OF 10/15/97
EXHIBIT A
X. XXX XXX FUNDS
ASIA DYNASTY FUND-A
EMERGING MARKETS GROWTH FUND-A
GLOBAL BALANCED FUND-A
GLOBAL HARD ASSETS FUND-A
GLOBAL INCOME FUND-A
GLOBAL REAL ESTATE FUND-A
Discount to
Sales Charge as Sales Charge as Broker-Dealers
a Percentage a Percentage of as a Percentage
of Offering Net Amount of the Public
Dollar Amount of Purchase Price Invested Offering Price*
------------------------- ----- -------- --------------
Less than $100,000 4.75% 5.0% 4.00%
$100,000 to less than $250,000 3.75% 3.9% 3.15%
$250,000 to less than $500,000 2.50% 2.6% 2.00%
$500,000 to less than $1,000,000 2.00% 2.0% 1.65%
$1,000,000 and over -0- -0- -0-**
GOLD/RESOURCES FUND-A
INTERNATIONAL INVESTORS GOLD FUND-A
Discount to
Sales Charge as Sales Charge as Broker-Dealers
a Percentage a Percentage of as a Percentage
of Offering Net Amount of the Public
Dollar Amount of Purchase Price Invested Offering Price*
------------------------- ----- -------- --------------
Less than $25,000 5.75% 6.1% 4.75%
$25,000 to less than $50,000 5.00% 5.3% 4.00%
$50,000 to less than $100,000 4.50% 4.7% 3.60%
$100,000 to less than $250,000 3.00% 3.1% 2.40%
$250,000 to less than $500,000 2.50% 2.6% 2.00%
$500,000 to less than $1,000,000 2.00% 2.0% 1.60%
$1,000,000 and over -0- -0- -0-**
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ASIA DYNASTY FUND-B
EMERGING MARKETS GROWTH FUND-B
GLOBAL BALANCED FUND-B
GLOBAL HARD ASSETS FUND-B
GLOBAL REAL ESTATE FUND-B
Contingent Deferred Sales Charge:
Redemption % of Lesser
Within of NAV or
Year Purchase Price
---- --------------
1 5.0%
2 4.0%
3 4.0%
4 3.0%
5 2.0%
6 1.0%
Thereafter -0-
4.0% up-front commission paid to Broker or Agent by Distributor out of own
assets.
EMERGING MARKETS GROWTH FUND-C
GLOBAL HARD ASSETS FUND-C
GLOBAL REAL ESTATE FUND-C
No Front end Sales Charge.
Contingent Deferred Redemption Charge:
Redemption % of Lesser
Within of NAV or
Year Purchase Price
---- --------------
1 1.0%
Thereafter -0-
1% up-front Servicing & Distribution fee paid to Broker or Agent at time of sale
by Fund out of own assets.
U.S. GOVERNMENT MONEY FUND
No Sales Charge.
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II. XXX XXX/XXXXX FUNDS
CAPITAL APPRECIATION FUND
GROWTH AND INCOME FUND
TOTAL RETURN FUND
As a Percentage As a Percentage Dealer Concession
of Offering of Net Asset as a Percentage of
Size of Transaction Price Value Offering Price*
------------------- ----- ----- ---------------
Less than $100,000 5.00% 5.26% 4.50%
$100,000 but less than $250,000 4.00% 4.17% 3.50%
$250,000 but less than $500,000 3.00% 3.09% 2.50%
$500,000 but less than $1,000,000 2.00% 2.04% 1.75%
$1,000,000 but less than $2,000,000 1.00% 1.01% 0.90%
$2,000,000 but less than $5,000,000 0.50% 0.50% 0.45%
$5,000,000 and over 0.00% 0.00% 0.00%
GLOBAL INCOME FUND
GOVERNMENT SECURITIES FUND
TAX-EXEMPT FUND
As a Percentage As a Percentage Dealer Concession
of Offering of Net Asset as a Percentage of
Size of Transaction Price Value Offering Price*
------------------- ----- ----- ---------------
Less than $100,000 3.00% 3.09% 2.50%
$100,000 but less than $250,000 2.50% 2.56% 2.00%
$250,000 but less than $500,000 2.00% 2.04% 1.50%
$500,000 but less than $1,000,000 1.50% 1.52% 1.00%
$1,000,000 but less than $2,000,000 1.00% 1.01% 0.90%
$2,000,000 but less than $5,000,000 0.50% 0.50% 0.45%
$5,000,000 and over 0.00% 0.00% 0.00%
MONEY MARKET FUND
No sales charge.
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III. TRAILS
(XXX XXX FUNDS AND XXX XXX/XXXXX FUNDS)
XXX XXX FUNDS
Trail to broker payable quarterly: .25% annually on all Funds, except
International Investors Gold Fund-A which does not have a 12b-1 fee and Emerging
Markets Growth Fund-C, Global Hard Assets Fund-C, and Global Real Estate Fund-C
which, beginning the thirteenth month following purchase, each pays 1% annually
(.75% distribution fee and .25% servicing fee) on average daily net assets owned
by those customers of your firm who have designated your firm as the dealer of
record, as set forth on the books and records maintained by Xxx Xxx Securities
Corporation, the Funds or their agent.
XXX XXX/CHUBB FUNDS
Trail to broker payable quarterly: .25% annually on all Funds, except the Money
Market Fund which is .175% annually, if assets are held over 12 months and total
over $1 million per dealer per Fund.
_______________________
* Brokers or Agents who receive substantially all of the sales charge for shares
they sell may be deemed to be statutory underwriters.
**FINDERS FEE FOR XXX XXX FUNDS: For any single purchase of $1,000,000 or more
of Class A shares, the Distributor may pay a finder's fee to parties eligible to
receive such fee. The fee will be paid during the first two years after any
such purchase and is calculated as a quarterly payment equal to 0.0625% (.25% on
an annual basis) of the average daily net asset value of the shares purchased
that remain outstanding throughout such months. An eligible purchase is a
single purchase for a single client (purchases for other clients cannot be
aggregated for purposes of qualification for the finder's fee). Eligible
purchases registered to a street or nominee name account must provide
appropriate verification of eligibility and average daily net assets upon which
payment is to be made. Purchases made through a bank trust department, advisory
firm or special program, as determined by the Distributor, which purchases
shares at net asset value do not qualify for the finder's fee. The finder's fee
will be credited to the dealer of record on the record date (currently, the last
calendar day of February, May, August and November) and will be generally paid
on the 20th day of the following month. Please contact the Distributor to
determine eligibility to receive such fee.
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