Exhibit 6(b)
UNDERWRITING AGREEMENT
CLASS B
CLASS B SHARES
NATIONAL ASSET RESERVE
UNDERWRITING AGREEMENT
AGREEMENT made and entered into this 14th day of May, 1993, by and
between NATIONAL ASSET RESERVE, a Massachusetts business trust (hereinafter
called the "Fund"), and PHOENIX EQUITY PLANNING CORPORATION, a Connecticut
corporation (hereinafter called the "Underwriter").
1. The Fund hereby appoints the Underwriter as its exclusive agent to
promote the sale and to arrange for the sale of Class B shares of beneficial
interest of the Fund, including both unissued shares and treasury shares,
through broker-dealers or otherwise, in all parts of the United States and
elsewhere throughout the world. The Fund agrees to sell and deliver its Class B
shares, upon the terms hereinafter set forth, as long as it has unissued and/or
treasury Class B shares available for sale.
(a) The Fund hereby authorizes the Underwriter, subject to law and the
Declaration of Trust of the Fund, to accept, for the account of the Fund,
orders for the purchase of its Class B shares, satisfactory to the
Underwriter, as of the time of receipt of such orders by the dealer, or as
otherwise described in the Prospectus of the Fund.
(b) The public offering price of such Class B shares shall be the net
asset value per share (as determined by the Fund) of the outstanding Class
B shares of the Fund. Such net asset value shall be regularly determined on
every business day as of the time of the regular closing of the New York
Stock Exchange and the public offering price shall become effective as set
forth from time to time in the Prospectus; such net asset value shall also
be regularly determined, and the public offering price shall become
effective, as of such other times for the regular determination of net
asset value as may be required or permitted by rules of the National
Association of Securities Dealers, Inc. or of the Securities and Exchange
Commission. The Fund shall furnish the Underwriter, with all possible
promptness, a statement of each computation of net asset value, and of the
details entering into such computation.
(c) As compensation for providing services under this Agreement, (i)
the Underwriter shall receive from the Fund a distribution services fee
under the terms and conditions set forth in the Fund's Distribution Plan
(the "Plan") adopted under Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"), as the Plan may be amended from time to time
and subject to any further limitations on such fees as the Fund's Trustees
may impose, and (ii) the Underwriter shall receive from the Fund all
contingent deferred sales charges applied on redemptions of Class B shares.
Whether and to what extent a contingent deferred sales charge will be
imposed with respect to a redemption shall be determined in accordance
with, and in a manner set forth in, the Fund's Prospectus.
(d) The Underwriter may reallow any or all of the distribution fees
and contingent deferred sales charges which it is paid under the Agreement
to such dealers as it may from time to time determine.
(e) The Underwriter may fix quantity discounts and other similar
variances or waivers of the contingent deferred sales charge not
inconsistent with the provisions of the Act. The Underwriter shall not
impose any commission, permit any quantity discounts or impose any other
similar waiver or variance in connection with the sale of Class B shares
except as disclosed in the Prospectus of the Fund.
2. The Underwriter agrees to devote reasonable time and effort to enlist
investment dealers and otherwise promote the sale and distribution and act as
Underwriter for the sale and distribution of the Class B shares of the Fund as
such arrangements may profitably be made; but so long as its does so, nothing
herein contained shall prevent the Underwriter from entering into similar
arrangements with other funds and to engage in other activities. The Fund
reserves the right to issue Class B shares in connection with any merger or
consolidation of the Fund with any other investment company or any personal
holding company or in connection with offers of exchange exempted from Section
22(d) of the Act.
3. Upon receipt by the Fund at its principal place of business of a written
order from the Underwriter, together with delivery instructions, the Fund shall,
as promptly as practicable, cause certificates for the Class B shares called for
in such order to be delivered or credited in such amounts and in such names as
shall be specified by the Underwriter, against payment therefor in such manner
as may be acceptable to the Fund.
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4. All sales literature and advertisements used by the Underwriter in
connection with sales of the Class B shares of the Fund shall be subject to the
approval of the Fund. The Fund authorizes the Underwriter in connection with the
sale or arranging for the sale of its Class B shares to give only such
information and to make only such statements or representations as are contained
in the Prospectus or in sales literature or advertisements approved by the Fund
or in such financial statements and reports as are furnished to the Underwriter
pursuant to paragraph 6 below. The Fund shall not be responsible in any way for
any information, statements or representations given or made by the Underwriter
or its representatives or agents other than such information, statements and
representations.
5. The Underwriter, as agent of the Fund, is authorized, subject to the
direction of the Fund, to accept Class B shares for redemption at prices
determined as prescribed in the Prospectus of the Fund. Such price shall reflect
the subtraction of the applicable contingent deferred sales charge, if any,
computed in accordance with and in the manner set forth in the Fund's
Prospectus. The Fund shall reimburse the Underwriter monthly for its
out-of-pocket expenses reasonably incurred in carrying out the foregoing
authorization. The Underwriter shall report all such redemptions promptly to the
Fund.
6. The Fund shall keep the Underwriter fully informed with regard to its
affairs, shall furnish the Underwriter with a certified copy of all financial
statements, and a signed copy of each report, prepared by independent public
accountants and with such reasonable number of printed copies of each annual and
other periodic report of the Fund as the Underwriter may request, and shall
cooperate fully in the efforts of the Underwriter to sell and arrange for the
sale of its Class B shares and in the performance by the Underwriter of all its
duties under this Agreement.
7. The Fund will pay or cause to be paid expenses (including counsel fees
and disbursements) of any registration of its Class B shares of beneficial
interest under, but not limited to, Federal, State or other regulatory
authority, fees for filing periodic reports with regulatory bodies and of
preparing, setting in type and printing the Prospectus and any amendments
thereto prepared for use in connection with the offering of Class B shares of
the Fund, for fees and expenses incident to the issuance of Class B shares of
beneficial interest such as the cost of stock certificates, issuance taxes, fees
of the transfer agent including the cost of preparing and mailing notices to
shareholders pertaining to transactions with respect to such shareholders'
accounts, dividend disbursing agent's costs, including the cost of preparing and
mailing notices confirming shares acquired by the shareholder pursuant to the
reinvestment of dividends and distributions, and
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the mailing to shareholders of prospectuses, notices and reports as may be
required from time to time by regulatory bodies or for such other purposes,
except for purposes of sales by the Underwriter as outlined in paragraph 8
hereof.
8. The Underwriter shall pay all of its own costs and expenses (other than
expenses and costs heretofore deemed payable by the Fund and other than expenses
which one or more dealers may bear pursuant to any agreement with the
Underwriter) incident to the sale and distribution of the shares issued or sold
hereunder including (a) expenses of printing copies of the Prospectus to be used
in connection with the sale of Class B shares of the Fund at printer's overrun
costs; (b) expenses of printing and distributing or disseminating any other
literature, advertising or selling aids in connection with the offering of Class
B shares for sale (however, the expenses referred to in (a) and (b) do not
include expenses incurred in connection with the preparation, printing and
distribution of the Prospectus or any report or other communication to
shareholders to the extent that such expenses are necessarily incurred to effect
compliance by the Fund with any Federal or State law or other regulatory
bodies); and (c) expenses of advertising in connection with such offering.
9. The Fund agrees to register, from time to time as necessary, additional
Class B shares with the Securities and Exchange Commission, State and other
regulatory bodies and to pay the related filing fees therefor and to file such
amendments, reports and other documents as may be necessary in order that there
may be no untrue statement of a material fact in the Registration Statement or
Prospectus or no omission to state a material fact therein necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. As used in this Agreement, the term "Registration
Statement" shall mean the Registration Statement most recently filed by the Fund
with the Securities and Exchange Commission and effective under the Securities
Act of 1933, as amended, as such Registration Statement is amended from time to
time, and the term "Prospectus" shall mean the most recent form of prospectus
authorized by the Fund for use by the Underwriter and by dealers.
10. This Agreement shall terminate automatically in the event of its
assignment. The term "assignment" for this purpose shall have the meaning
defined in Section 2(a)(4) of the Act.
11. This Agreement has been approved by the Board of Trustees of the Fund,
including the Trustees who are not "interested persons" of the Fund, as defined
in the Act, and who have no direct or indirect financial interest in this
Agreement (the "Disinterested Trustees"), by vote cast in person at a meeting
called for the purpose of voting on this Agreement. This Agreement
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shall continue in effect for two years from its effective date and thereafter
for successive annual periods, provided that such continuance is specifically
approved annually by a majority of the Trustees, acting on behalf of the Fund,
and by a majority of the Disinterested Trustees, cast in person at a meeting
called for the purpose of such vote.
12. This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Disinterested Trustees or by vote of a majority of
the outstanding voting securities (as defined in the Act) of the Class B shares
of the Fund, on not more than 60 days' written notice to the Underwriter.
13. The Declaration of Trust establishing the Fund, dated February 20,
1992, a copy of which, together with all amendments thereto (the "Declaration"),
is on file in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "National Asset Reserve" refers to the Trustees under the
Declaration collectively as trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of the Fund may be held to
any personal liability, nor may resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of said Fund, but the Fund property only shall be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
NATIONAL ASSET RESERVE
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxx Dial
Attest:------------------------ By:-------------------------------
Xxxxxxx X. Xxxxxxx Xxxxxx Ole Dial, Vice President
Assistant Secretary
PHOENIX EQUITY PLANNING CORPORATION
/s/ Xxxxxxxx X. XxXxxxxxxx /s/ Xxxxxx X. Xxxxx
Attest:------------------------ By:-------------------------------
Xxxxxxxx X. XxXxxxxxxx Xxxxxx X. Xxxxx
Assistant Secretary Executive Vice President
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