OFFIT FUNDS DISTRIBUTOR, INC.
DEALER AND SELLING GROUP AGREEMENT
The CVO Greater China Fund, Inc.
Gentlemen:
We have entered into a Distribution Agreement with the following open-ended
management investment company: The CVO Greater China Fund, Inc. (the "Fund") for
such serves either now, or hereafter to be created, under which we are appointed
agent for the sale of shares of common stock ("Shares"). As such agent, we
offer to sell to you as a member of a Selling Group, Shares of the Funds on the
terms set forth below. We are acting as an underwriter within the meaning of
Conduct Rule 2830 of the National Association of Securities Dealers, Inc.
1. You are to offer and sell Shares of the Funds only at the regular Net
Asset Value currently determined by each Fund (plus applicable sales charges, if
any) in the manner described in the Prospectus. This Agreement on your part
runs to us and to the Fund and is for the benefit of and enforceable by each.
2. You are hereby authorized (i) to place orders with us for Shares and
(ii) to tender Shares to us for redemption.
3. You have advised us that you are a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, and a member of the National
Association of Securities Dealers, Inc. You agree to abide by the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. This Agreement
is in all respects subject to Conduct Rule 2830 of the National Association of
Securities Dealers, Inc. which shall control any provisions to the contrary.
4. We shall not accept from you any conditional orders for the Shares.
If payment for the Shares purchased is not received within five days, the sale
may be canceled forthwith without any responsibility or liability on our part or
on the part of the Funds (in which case you will be responsible for any loss,
including loss of profit suffered by the Funds resulting from your failure to
make payment as aforesaid), or, at our option, we may sell the Shares ordered
back to the Funds (in which case we may hold you responsible for any loss,
including loss of profit suffered by us resulting form your failure to make
payments as aforesaid). Any order by you for the purchase of Shares of the
Funds through us shall be executed pursuant to the terms and conditions
specified in the Prospectus for which an order is made unless rejected by us or
that Fund. In addition to the right to reject any order, each Fund has reserved
the right to withhold Shares from sale temporarily or permanently.
5. You will not offer or sell any of the Shares except under
circumstances
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that will result in compliance with the applicable Federal and state securities
law and in connection with sales and offers to sell Shares, you will furnish to
each person to whom any such sale or offer is made a copy of the applicable then
current prospectus. We shall be under no liability to you except for lack of
good faith and for obligations expressly assumed by us herein. Nothing herein
contained, however, shall be deemed to be a condition, stipulation or provision
binding any persons acquiring any security to waive compliance with any
provisions of the Securities Act of 1933, or of the Rules or Regulations of the
Securities and Exchange Commission or to relieve the parties hereto from any
liability arising under the Securities Act of 1933.
6. No person is authorized to make any representations concerning Shares
of the Funds except those contained in the then current prospectus and printed
information issued by each Fund or by us as information supplemental to each
prospectus. We shall supply prospectuses, reasonable quantities of supplemental
sales literature, sales bulletins, and additional information as issued. You
agree not to use other advertising or sales material relating to the Funds
unless approved in writing by us in advance of such use. Any printed
information furnished by us other than the then current prospectus for each
Fund, periodic reports and proxy solicitation materials are our sole
responsibility and not the responsibility of the Funds, and you agree that the
Funds shall have no liability or responsibility to you in these respects unless
expressly assumed in connection therewith.
7. You agree to respond to investor inquiries concerning the Fund to the
best of your ability and to contact all shareholders in the Funds to whom you
have sold Shares on a periodic basis to provide them with such information about
the Funds as we will reasonably provide to you.
8. You are obliged to date and time stamp all orders received by you and
promptly to transmit all orders to us in time to provide for processing at the
Net Asset Value next determined in accordance with the Fund's Prospectus. You
are not to withhold placing with us orders received from any customer for the
purchase of Shares so as to profit yourself as a result of such withholding.
You shall not purchase Shares through us except for the purpose of covering
purchase orders already received by you or for your bona fide investment.
9. You shall not, as principal, purchase any Shares of a Fund from a
record holder at a price lower than the net asset value next determined by
Shares of that Fund. You shall, however, be permitted to sell any Shares of
that Fund for the account of a record owner to that Fund at the net asset value
currently quoted by or for those particular Shares and may charge a fair service
fee for handling the transaction provided you disclose the fee to the record
owner.
10. In purchasing Shares of a Fund through us, you shall act only as
Principal for your own account. You shall purchase Shares of a Fund only
through us, except for repurchase of Shares incidental to redemption. In no
transaction (whether of purchase or sale) shall you have any authority to act as
agent for, partner of, or participant in a joint venture with us or with a Fund
or any other member of the selling group.
11. We act solely as agent for the Funds and are not responsible for
qualifying the Funds
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of their shares for sale in any jurisdiction. We also are not responsible for
the issuance, form, validity, enforceability or value of Shares of the Funds.
12. All communications to us should be sent to the address on the
following page. Any notice to you shall be duly given if mailed or telegraphed
to you at the address specified by you.
13. Either party to this Agreement may cancel this Agreement by giving
written notice to the other. Such notice shall be deemed to have been given on
the date on which it was either delivered personally to the other party of any
officer or member thereof, or was mailed post-paid or delivered to a telegraph
office for transmission to the other party at his or its address. This
Agreement may be amended by us at any time upon notice to you and your placing
of an order after the effective date of any such amendment shall constitute your
acceptance thereof.
14. This Agreement should be executed in duplicate, each of which shall be
deemed to be an original. One of the duplicate originals should be returned to
us for our file. The Agreement shall be effective as of the date of acceptance
by you, but only upon receipt by us of such duplicate original. The Agreement
shall be in cancellation of and in substitution for any and all previous Dealer
Agreements, but shall not terminate, cancel or release any rights or liabilities
accrued thereunder. This Agreement shall be construed in accordance with the
laws of the State of New York.
Very truly yours,
OFFIT FUNDS DISTRIBUTOR, INC.
Legal Address:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Mailing Address:
0000 Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
By
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Date
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Accepted:
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Firm
By
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Officer or Partner
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Print Name
Address:
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Date
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