XXXXXXX AND X. XXXXXXXXXXXX, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XX 00000
(000) 000-0000
FIRST EAGLE FUNDS
FIRST EAGLE SOGEN FUNDS, INC.
SELLING GROUP AGREEMENT
---------------------
As Distributor and principal underwriter of the Shares of beneficial
interest of First Eagle Funds, a Delaware business trust, and Shares of common
stock of First Eagle SoGen Funds, Inc., a Maryland corporation, (collectively
referred to as the "Funds") and series of each of the Funds as set forth in
Exhibit A hereto, Xxxxxxx and S. Bleichroeder, Inc. invites you to join a
selling group for the distribution of the Shares of the Funds. Effective
February 18, 2000 as exclusive agent of the Funds, we offer to sell you Shares
on the following terms:
1. Orders received from you will be accepted only at the public
offering price per share applicable to each order, as described in the then
current Prospectus and Statement of Additional Information of the Funds (the
"Prospectus"). Acceptance of orders shall be subject to all provisions of the
Prospectus, including the applicable minimum and the Funds' right to decline to
accept any order, and to the terms and conditions set forth herein. No
conditional orders will be accepted. As Distributor of the Shares, we shall have
full authority to take such action as we may deem advisable in respect of all
matters pertaining to the distribution of such Shares. The procedures relating
to the handling of orders shall be subject to instructions that we shall forward
to you from time to time.
2. Each series of the Funds currently issues multiple classes of
Shares as reflected in the Prospectus. In the future, the Funds may create
additional series and classes of Shares. The Prospectus will be revised to
reflect the creation of any such additional series and classes of Shares. This
Agreement is applicable to the distribution of any and all Shares, whether of a
series or class currently issued or issued in the future. The creation of any
series or class of Shares of the Funds in the future will not affect the terms
of this Agreement with respect to any existing series or class of Shares, and
will not constitute an amendment or modification to this Agreement. The sales
charges and dealer concessions applicable to sales of Shares by you which are
accepted by us shall be as set forth in the Prospectus. For the payment of asset
based sales charges and service fees, as set forth in the Prospectus and/or in
accordance with any distribution plan or plans adopted for the Funds by the
Board of Trustees or the Board of Directors of the Funds pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended, with respect to any class
of Shares of any series, you will assist us in providing services to your
customers who may, from time to time, directly or beneficially own Shares,
including, but not limited to, distributing (or causing to be distributed)
prospectuses, sales literature, advertising and promotional material, answering
routine customer inquiries regarding the Funds, assisting customers in effecting
administrative changes, such as, changing dividend options, account designations
and addresses, assisting in the establishment and maintenance of customer
accounts and records and in the processing of purchase and redemption
transactions, investing dividends and distributions automatically in Shares and
providing such other information and services as the Funds or customer may
reasonably request.
2
3. All fees, concessions or commissions payable to you shall be in
accordance with the then current Prospectus. You understand that all fees and
concessions relating to the Shares, including any Rule 12b-1 fees applicable to
any series or class of Shares, shall be payable to you only if and to the extent
that such fees, concessions, or commissions are actually received by us from the
Funds. Any sales commission due upon a sale of Shares, as set forth in the
Prospectus, shall be payable only upon the Funds' receipt of the full public
offering price of Shares in New York clearing house funds, and we shall have no
obligation to make any disbursement thereof to you until after receipt of New
York clearing house funds by or for the Funds. We reserve the right at any time
without notice to modify, suspend or terminate such payments hereunder. All such
payments shall be subject to our continued authority to distribute the Shares
and the Funds' authority to terminate or modify its Agreements with us.
4. You shall have the option of placing orders for Shares through the
Transfer Agent as set forth the Prospectus or the National Securities Clearing
Corporation ("NSCC"). Payment for Shares shall be made to the Transfer Agent on
or before the settlement date specified in the applicable confirmation, and
payment shall be in New York clearing house funds. If such payment is not
received or payment is not valid, we reserve the right, without notice,
forthwith to cancel the sale or, at our option, to resell the Shares on your
behalf to the Funds at the prevailing repurchase price. In this event or in the
event you cancel the trade for any reason, you agree to be responsible for any
loss, expense, liability or damage resulting to the Funds or us or our
designated agent from your failure to make payment as aforesaid. You shall not
be entitled to any benefit, whether by offset or otherwise, resulting from any
increase in the asset value of Shares, payment for which has not been received
by us.
5. By accepting this Agreement you agree that:
a. You will order Shares only from us and our designated agents. All
such purchases shall be made only to cover purchase orders already received
from your customers or for your own bona fide investment.
b. You will not delay in placing orders received from your customers
so as to profit yourself as a result of such delay, and you will place
orders for purchases and redemptions promptly upon receipt from your
customers.
c. You will not purchase Shares from your customers at a price lower
than the bid price then quoted by or for the Fund involved. You may,
however, sell Shares for the account of your customer or to us as agent for
the Funds, at the bid price currently quoted by or for such Fund and charge
your customer a fair commission for handling the transaction.
d. Applicable selling commissions and concessions are based on the
amount of the sale, as set forth in the Prospectus of the Funds as amended
periodically. All commissions and concessions are subject to change without
notice by us and will comply with any changes in regulatory requirements.
You agree that you will not combine customer orders to reach breakpoints in
commissions for any purposes whatsoever unless authorized by the Prospectus
of the Funds.
3
6. By opening an omnibus account for any series or class of Shares of
the Funds, you thereby represent, warrant and covenant that you will accurately
perform the necessary sub-accounting functions, including properly computing and
remitting applicable contingent deferred sales charges and any conversions or
exchanges of a series or class of Shares to another under the terms of the
Prospectus.
7. If any of the Shares sold through you hereunder are redeemed by the
Funds or repurchased by us as agent for the Funds within seven business days
after confirmation of the original purchase, it is agreed that you shall forfeit
your right to the entire dealer concession received by you on such Shares. We
will notify you of any such repurchase or redemption within ten business days
from the date thereof and you shall forthwith refund to us the entire amount of
all concessions or payments received by you on such sale. We agree, in the event
of any such repurchase or redemption, to refund to the Funds our share of the
sales charge or fees retained by us, if any, and upon receipt from you of the
refund of the concession allowed to you, to pay such refund forthwith to the
Funds.
8. No person is authorized to make any representations concerning the
Shares except those contained in the Prospectus and in sales literature issued
by us supplemental to the Prospectus. You will provide to each of your customers
on their initial investment in Shares of the Funds with a Prospectus prior to or
at the time such purchase. We will furnish additional copies of the Prospectus
and any sales literature and other information issued by us or the Funds in
reasonable quantities upon your request. If you wish to use your own advertising
material, such as mailers, brochures, prospecting letter, etc., with respect to
the availability of Shares of the Funds, all such advertising must be submitted
to us for review and approval prior to use. You shall be responsible for filing
and obtaining any approvals of such advertising as may be required by applicable
law or regulation.
9. In all sales of Shares to the public, you shall act as dealer for
your own account, and in no transaction shall you have any authority to act as
agent for the Funds, for us or for any other member of the selling group. You
are responsible for your own conduct, for the employment, control and conduct of
your employees and agents, for injury to such employees or agents or to others
through such employees or agents, and for thorough and prior training of such
employees or agents concerning the selling methods to be used in connection with
the offer and sale of Shares, giving special emphasis to the principles of full
and fair disclosure to prospective investors. You assume full responsibility for
your employees and agents under applicable laws and agree to pay all employer
taxes relating thereto.
10. This Agreement is conditioned upon your representation and
warranty that you (i) are a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD") and are registered as a broker-dealer
under the Securities Exchange Act of 1934 or in the alternative, that you are a
foreign broker-dealer not eligible for membership in the NASD; (ii) are
qualified to act as a broker-dealer in each jurisdiction in which you will offer
Shares; and (iii) will maintain such registrations, qualifications and
memberships throughout the term of this Agreement. You shall comply with all
applicable federal laws, the laws of each jurisdiction in which you will offer
Shares and the rules and regulations of the NASD and any self-regulatory
organization to which you, the Funds or we are subject. You will provide
immediate notice to us if you become the subject of any order of expulsion or
suspension. Expulsion from the NASD will automatically terminate this Agreement.
You shall not be entitled to any compensation during any period in which you
have been suspended or for any period following your expulsion from membership
in the NASD. You further agree that you will not make
4
available Shares in any state or other jurisdiction in which such Shares may not
be lawfully offered for sale. You shall promptly answer all written complaints
received by you relating to Funds accounts and forward copies of such complaints
and your responses to Xxxxxxx and X. Xxxxxxxxxxxx, Inc., 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000, Attn.: Xx. Xxxxx Xxxxx, Assistant Vice President.
11. You agree to indemnify, defend and hold us and our directors and
officers and the Funds and its directors or trustees and officers and any person
who controls us and/or the Funds within the meaning of Section 15 of the
Securities Act of 1933, as amended, 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 or in
connection therewith) which we or our directors and officers, or the Funds and
its directors or trustees and officers, and any such controlling person, as
aforesaid, may incur arising out of or based upon (i) any breach of any
representation, warranty or covenant made by you herein, (ii) any failure by you
to perform your obligations as set forth herein, (iii) your action or inaction
relating to any duties, functions, procedures or responsibilities undertaken by
you pursuant to your use of the Transfer Agent or the NSCC, including that which
may arise out of the malfunction of your programs, systems and equipment, or
(iv) any violation by you of any law, rule or regulation, which violation may
result in liability to us or to the Funds. In the event that we or the Funds
determine to refund any amounts paid by an investor by reason of your breach,
failure or violation, you shall return to us or the Funds any fees previously
paid to you by us with respect to the transaction for which the refund is being
made. This section shall survive termination of this Agreement.
12. We agree to indemnify, defend and hold you and your directors and
officers and any person who controls you within the meaning of Section 15 of the
Securities Act of 1933, as amended, 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 or in
connection therewith) which you or your directors and officers, and any such
controlling person, as aforesaid, 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
violation by us of any law, rule or regulation, which violation may result in
liability to you. This section shall survive termination of this Agreement.
13. This Agreement shall become effective on or after February 18,
2000 when accepted by you below. We and the Funds reserve the right, in our
discretion upon notice to you, to amend, modify or terminate this Agreement at
any time or to suspend sales or withdraw the offering of Shares entirely or to
change the fees payable hereunder. You may, upon notice to us, terminate this
Agreement at any time. Orders received following notice to you of any amendment
or modification to this Agreement shall be deemed to be a confirmation of your
acceptance of such amendment or modification.
14. This Agreement is not assignable or transferable, except that we
may assign or transfer this Agreement to any successor which becomes general
distributor of the Funds.
15. This Agreement shall be construed under the laws of the State of
New York. This agreement is subject to the Prospectus from time to time in
effect, and, in the event of a conflict, the terms of the Prospectus shall
control. Any changes, modifications or additions reflected in any Prospectus
shall be effective on the date of the Prospectus (or supplement thereto) unless
specified otherwise.
5
16. All communications to us should be sent to: Xxxxxxx and X.
Xxxxxxxxxxxx, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attn: Xxxxx
Xxxxx, Assistant Vice President. Any notice to you shall be duly given if mailed
or telefaxed to you at the address specified by you below.
Please confirm your acceptance of this Agreement by executing both
copies of this Agreement and returning one of the originals to us for our files.
XXXXXXX AND X. XXXXXXXXXXXX, INC. (Distributor)
By:
---------------------------------------------
By:
---------------------------------------------
SELLING GROUP MEMBER:
Accepted and Dated:
--------------------------------------------------------
Name of Firm
By:
------------------------------------------------------------------------
Name and Title:
------------------------------------------------------------
(Address)
(City) (State) (Zip Code)
Telephone No. ( ) Fax No.( )
---------------------------- -------------------------
(Form: 2.18.00)
APPENDIX A
EFFECTIVE JUNE 5, 2000
FIRST EAGLE FUNDS
FIRST EAGLE SOGEN FUNDS, INC.
SELLING GROUP AGREEMENT
This Appendix A to the Selling Group Agreement between you as a Selling Group
Member and Xxxxxxx and S. Bleichroeder, Inc. is applicable to Shares of:
First Eagle SoGen Funds, Inc., a Maryland corporation and its:
First Eagle SoGen Global Fund - Classes A, C & I
First Eagle SoGen Overseas Fund - Classes A, C & I
First Eagle SoGen Gold Fund
First Eagle SoGen Money Fund
First Eagle Funds, a Delaware business trust, and its Series:
First Eagle Fund of America - Class Y, C & A
First Eagle International Fund - Class Y, C & A
For First Eagle SoGen Global Fund - Class A, First Eagle SoGen Overseas Fund -
Class A, and First Eagle SoGen Gold Fund the public offering price per share is
the net asset value per share plus the share charge as described below:
Sales Charge as Sales Charge as Dealer Discount
Percent of Public Percent of the as Percent of
Amount Invested Offering Price Amount Invested Offering Price
--------------- ----------------- --------------- -----------------
Less than $25,000 5.00% 5.26% 4.50%
$25,000 but less than $50,000 4.50% 4.71% 4.25%
$50,000 but less than $100,000 4.00% 4.17% 3.75%
$100,000 but less than $250,000 3.25% 3.36% 3.00%
$250,000 but less than $500,000 2.50% 2.56% 2.25%
$500,000 but less than $1,000.000 1.50% 1.52% 1.25%
$1,000,000 and above 0.00% 0.00% 0.00%
Through February 28, 2001, shareholders who owned Class A shares of First Eagle
SoGen Global Fund - Class A, First Eagle SoGen Overseas Fund - Class A, and
First Eagle SoGen Gold Fund
on March 31, 2000 may continue to purchase shares pursuant to the following
share charge schedule:
Sales Charge as Sales Charge as Dealer Discount
Percent of Public Percent of the as Percent of
Amount Invested Offering Price Amount Invested Offering Price
--------------- ----------------- --------------- -----------------
Less than $25,000 3.75% 3.90% 3.35%
$25,000 but less than $50,000 3.25% 3.35% 2.85%
$50,000 but less than $100,000 2.75% 2.83% 2.35%
$100,000 but less than $500,000 2.00% 2.04% 1.60%
$500,000 but less than $1,000.000 1.00% 1.01% 0.80%
$1,000,000 and above 0.00% 0.00% 0.00%
For certain services you provide, you may also receive an annual 0.25% Rule
12b-1 fee in connection with First Eagle SoGen Global Fund - Class A, First
Eagle SoGen Overseas Fund - Class A, and First Eagle SoGen Gold Fund. For
certain services you provide, you may also receive an annual 1.00% Rule 12b-1
fee in connection with First Eagle SoGen Global Fund - Class C, and First Eagle
SoGen Overseas Fund - Class C.
For First Eagle SoGen Global Fund - Class I, First Eagle SoGen Overseas Fund -
Class I, and First Eagle SoGen Money Fund the public offering price per share is
the net asset value per share.
For First Eagle Fund of America - Class A and First Eagle International Fund -
Class A, the public offering price per share is the net asset value per share
plus the share charge as described below:
Sales Charge as Sales Charge as Dealer Discount
Percent of Public Percent of the as Percent of
Amount Invested Offering Price Amount Invested Offering Price
--------------- --------------- --------------- -----------------
Less than $50,000 5.00% 5.26% 4.50%
$50,000 but less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than $250,000 3.75% 3.90% 3.25%
$250,000 but less than $500,000 2.75% 2.83% 2.50%
$500,000 but less than $1,000.000 1.75% 1.78% 1.50%
$1,000,000 and above 0.00% 0.00% 0.00%
For certain services you provide, you may also receive an annual 0.25% service
fee and an annual 0.25% Rule 12b-1 fee in connection with First Eagle Fund of
America - Class A and First Eagle International Fund - Class A shares.
For First Eagle Fund of America - Classes Y & C and First Eagle International
Fund - Class Y & C, the public offering price per share is the net asset value
per share. You may also receive an annual 0.25% service fee in connection with
First Eagle Fund of America - Class Y and First Eagle International Fund - Class
Y shares. For certain services you provide, you may also receive
an annual 0.25% service fee and an annual 0.75% Rule 12b-1 fee in connection
with First Eagle Fund of America - Class C and First Eagle International Fund -
Class C shares paid in accordance with the Prospectus. Class C shares of First
Eagle Fund of America and First Eagle International Fund redeemed within the
first year of purchase are subject to a contingent deferred sales charge which
is paid to the Distributor.
Thank you for your support.
XXXXXXX AND X. XXXXXXXXXXXX, INC.
