EXHIBIT 6
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of October, 1996 between BATTERY PARK
FUNDS, INC., a Maryland corporation (the "Corporation"), and NOMURA
SECURITIES INTERNATIONAL, INC., a New York corporation (the "Distributor").
W I T N E S S E T H :
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WHEREAS, the Corporation is registered under the Investment Company Act
of 1940, as amended (the "Investment Company Act"), as an open-end investment
company, and it is affirmatively in the interest of the Corporation to offer
its shares for sale continuously; and
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or
through other securities dealers; and
WHEREAS, the Corporation and the Distributor wish to enter into an
agreement with each other with respect to the continuous offering of the
shares of common stock of the Corporation which may be offered in one or more
series (each a "Fund") consisting of one or more classes (the "Classes") of
shares (the "Shares").
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Corporation hereby
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appoints the Distributor as its agent to offer to the public Shares of the
Corporation, as described and set forth in one or more exhibits to this
Agreement.
Section 2. Offering of Shares of the Corporation.
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a. After the Corporation commences operations, the Corporation will
commence an offering of its Shares, and thereafter the Distributor shall
offer those Shares of the Corporation necessary to fill unconditional orders
for such Shares placed with the Distributor by eligible investors or
securities dealers. Investors eligible to purchase Shares shall be those
persons so identified in the currently effective prospectus and statement of
additional information of each Fund (the "prospectus" and "statement of
additional information", respectively) under the Securities Act of 1933, as
amended (the "Securities Act"), relating to such Shares.
b. The Shares are to be offered by the Distributor to investors at the
public offering price, as set forth in Section 2(c) hereof, and by securities
dealers having agreements with the
Distributor (the "selected dealers") upon the terms and conditions set forth
in Section 6 hereof.
c. The public offering price(s) of the Shares, i.e., the price per
- -
Share at which the Distributor or selected dealers may offer Shares to the
public, shall be the public offering price as set forth in the prospectus and
statement of additional information relating to such Shares, but not to
exceed the net asset value, plus any sales charge which may be approved by
the Board of Directors of Corporation and set forth in the prospectus.
Shares may be sold to certain Directors, officers and employees of the
Corporation and its affiliates, and to certain other persons described in the
prospectus and statement of additional information, without a sales charge or
at a reduced sales charge, upon terms and conditions set forth in the
prospectus and statement of additional information relating to such Shares.
If the public offering price does not equal an even cent, the public offering
price may be adjusted to the nearest cent. All payments to the Corporation
hereunder shall be made in the manner set forth in Section 2(f).
d. The net asset value of Shares shall be determined by the Corporation
or any agent of the Corporation in accordance with the method set forth in
the prospectus and statement of additional information of the Corporation and
guidelines established by the Directors.
e. The Corporation shall have the right to suspend the sale of its
Shares at times when redemption is suspended pursuant to the conditions set
forth in Section 3(b) hereof. The Corporation shall also have the right to
suspend the sale of its Shares if trading on the New York Stock Exchange
shall have been suspended, if a banking moratorium shall have been declared
by Federal or New York authorities, or if there shall have been some other
event, which, in the judgment of the Corporation, makes it impracticable or
inadvisable to sell the Shares.
f. The Corporation, or any agent of the Corporation designated in
writing by the Corporation, shall be promptly advised of all purchase orders
for Shares received by the Distributor. Any order may be rejected by the
Corporation; provided, however, that the Corporation will not arbitrarily or
without reasonable cause refuse to accept or confirm orders for the purchase
of Shares. The Corporation (or its agent) will confirm orders upon their
receipt, will make appropriate book entries and, upon receipt by the
Corporation (or its agent) of payment therefor, will deliver deposit receipts
or certificates for such Shares pursuant to the instructions of the Dis-
tributor. Payment shall be made to the Corporation in New York Clearing
House funds. The Distributor agrees to use its commercially reasonable best
efforts to cause such payment and such instructions to be delivered promptly
to the Corporation (or its
agent). In the event that payment is not received after an order is accepted
and Shares have been issued, and payment has not been received from the
selected dealer that placed the order, the Distributor agrees that it will be
responsible for any resulting loss suffered by the Corporation. Unless the
Distributor and the Corporation agree otherwise in writing, no securities
dealer may serve as a selected dealer for the Corporation unless such dealer
is a member in good standing of the National Securities Clearing Corporation
(the "NSCC").
Section 3. Repurchase or Redemption of Shares by the Corporation.
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a. Any of the outstanding Shares may be tendered for redemption at any
time, and the Corporation agrees to repurchase or redeem the Shares so
tendered in accordance with its obligations as set forth in its Articles of
Incorporation, as amended from time to time, and in accordance with the
applicable provisions set forth in the prospectus and statement of additional
information. The price to be paid to redeem or repurchase the Shares shall
be equal to the net asset value calculated in accordance with the provisions
of Section 3(e) hereof, less any contingent deferred sales charge ("CDSC"),
redemption fee or other charge(s), if any, set forth in the prospectus and
statement of additional information relating to such Shares. All payments by
the Corporation hereunder shall be made in the manner set forth below. The
redemption or repurchase by the Corporation of any of the Shares purchased
through the Distributor will not affect the sales charge secured by the
Distributor or any selected dealer in the course of the original sale except
that, consistent with the requirements of Section 2830(h) of the Conduct
Rules of the National Association of Securities Dealers, Inc. (the "NASD"),
if (i) any Shares sold by the Distributor are tendered for redemption or
repurchase within seven business days after the date of the confirmation of
the original purchase, or (ii) the Distributor is notified that shares sold
by a selected dealer have been tendered for redemption or repurchased within
seven business days after the date of the confirmation of the original
purchase, the Distributor shall forthwith refund to the applicable Fund the
Distributor's share of the sales charges on the original sale plus the full
concession, if any, allowed to the selected dealer on the original sale and
refunded to the Distributor.
The Corporation shall pay the total amount of the redemption price as
defined in the above paragraph in New York Clearing House funds on or before
the seventh business day subsequent to its having received the notice of
redemption in proper form. The proceeds of any redemption of shares shall be
paid by the Corporation as follows: (i) any applicable CDSC shall be paid to
the Distributor, and (ii) the balance shall be paid to or for the account of
the shareholder, in each case in accordance with the
applicable provisions of the prospectus and statement of additional
information.
b. Redemption of Shares or payment may be suspended at times when the
New York Stock Exchange is closed, when trading on said Exchange is
suspended, when trading on said Exchange is restricted, when an emergency
exists as a result of which disposal by the Corporation of securities owned
by it is not reasonably practicable or it is not reasonably practicable for
the Corporation fairly to determine the value of its net assets, or during
any other period when the Securities and Exchange Commission, by order, so
permits.
Section 4. Duties of the Corporation.
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a. The Corporation shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Shares of
the Corporation, and this information shall include, upon request by the
Distributor, one certified copy of all financial statements prepared for the
Corporation by independent public accountants. The Corporation shall make
available to the Distributor such number of copies of the prospectus and
statement of additional information as the Distributor shall reasonably
request.
b. The Corporation shall take, from time to time, but subject to any
necessary approval of the shareholders, all necessary action to fix the
number of authorized Shares and such steps as may be necessary to register
the same under the Securities Act, to the end that there will be available
for sale such number of Shares as reasonably may be expected to be offered
through the Distributor.
c. The Corporation shall use its best efforts to qualify and maintain
the qualification of an appropriate number of its Shares for sale under the
securities laws of such states as the Distributor and the Corporation may
approve. Any such qualification may be withheld, terminated or withdrawn by
the Corporation at any time in its discretion. As provided in Section 8(c)
hereof, the expense of qualification and maintenance of qualification shall
be borne by the Corporation. The Distributor shall furnish such information
and other material relating to its affairs and activities as may be required
by the Corporation in connection with such qualification.
d. The Corporation will furnish, in reasonable quantities upon request
by the Distributor, copies of annual and interim reports of the Corporation.
Section 5. Duties of the Distributor.
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a. The services of the Distributor to the Corporation hereunder are not
to be deemed exclusive, and nothing herein contained shall prevent the
Distributor from entering into like arrangements with other investment
companies so long as the performance of its obligations hereunder is not
impaired thereby. It is understood and agreed that the Distributor shall act
as agent of the Corporation under this Agreement, and that the Distributor is
in no way responsible for the Corporation's conduct or for any of its acts or
omissions in connection therewith.
b. It is understood and agreed that Federated Services Company or one
of its subsidiaries ("FSC", which term shall include any successor performing
such duties) may undertake the responsibilities of the Distributor described
in this Agreement. To the extent obligations are assumed by FSC, and
incorporated in a contractual arrangement between the Corporation and FSC, or
between the Distributor and FSC, the Distributor shall not be responsible for
such obligations or the performance of any duties in connection therewith.
c. Neither the Distributor nor any selected dealer, as defined in
Section 6 hereof, nor any other person is authorized by the Corporation to
give any information or to make any representations, other than those
contained in the registration statement or related prospectus and statement
of additional information and any sales literature specifically approved by
the Corporation (including, without limitation, information provided by the
Corporation under Section 4(a) of this Agreement).
d. The Distributor shall adopt and follow procedures for the
confirmation of sales to investors and selected dealers, the collection of
amounts payable by investors and selected dealers on such sales, and the
cancellation of unsettled transactions, as may be necessary to comply with
the requirements of the NASD, as such requirements may from time to time
exist.
Section 6. Selected Dealer Agreements. The Distributor shall have the
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right to enter into dealer agreements with selected dealers of its choice
(providing that they are members in good standing of the NSCC) for the sale
of Shares and fix therein the portion of the sales charge which may be
allocated to the selected dealers; provided that the Corporation shall
approve the forms of agreements with selected dealers and the dealer
compensation set forth therein. The form of agreement with selected dealers
to be used in the continuous offering of the Shares is attached hereto as
Exhibit A.
Section 7. Payment of Expenses.
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a. The Corporation shall bear all costs and expenses of the
Corporation, including fees and disbursements of its counsel
and auditors, in connection with the preparation and filing of any required
registration statements and/or prospectuses and statements of additional
information under the Investment Company Act, the Securities Act, and all
amendments and supplements thereto, and preparing and mailing annual and
interim reports and proxy materials to shareholders (including, but not
limited to, the expense of setting in type any such registration statements,
prospectuses, statements of additional information, annual or interim reports
or proxy materials).
b. The Distributor shall be responsible for any payments made to
selected dealers as reimbursement for their expenses associated with payments
of sales commissions to financial consultants. In addition, after the
prospectuses, statements of additional information and annual and interim
reports have been prepared and set in type, the Distributor shall bear the
costs and expenses of printing and distributing any copies thereof which are
to be used in connection with the offering of Shares to selected dealers or
investors pursuant to this Agreement. The Distributor shall bear the costs
and expenses of preparing, printing and distributing any other literature
used by the Distributor or furnished by it for use by selected dealers in
connection with the offering of the Shares to the public and any expenses of
advertising incurred by the Distributor in connection with such offering. It
is understood and agreed that so long as a Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act relating to a Class of Shares remains
in effect, any expenses incurred by the Distributor hereunder in connection
with account maintenance activities relating to such Shares may be paid from
amounts recovered by the Distributor from the Corporation under such plan.
c. The Corporation shall bear the cost and expenses of qualification
of the Shares for sale pursuant to this Agreement and, if necessary or
advisable in connection therewith, of qualifying the Corporation as a broker
or dealer in such states of the United States or other jurisdictions as shall
be selected by the Corporation and the Distributor pursuant to Section 4(c)
hereof and the cost and expenses payable to each such state or jurisdiction
for continuing qualification therein until the Corporation decides to
discontinue such qualification pursuant to Section 4(c) hereof.
Section 8. Indemnification and Contribution.
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a. The Corporation shall indemnify and hold harmless the Distributor
and each person, if any, who controls the Distributor against any loss,
liability, claim, damage or expense (including the cost of investigating or
defending any alleged loss, liability, claim, damage or expense and counsel
fees incurred in connection therewith), as incurred, which may be based upon
the Securities Act, or on any other statute or at common law, on the
ground that the registration statement or related prospectus and statement of
additional information, as from time to time amended and supplemented, or an
annual or interim report to shareholders of the Corporation, includes an
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Corporation in writing in connection therewith by the Distributor
specifically for use therein; provided, however, that in no case (i) is the
indemnity of the Corporation in favor of the Distributor and any such
controlling persons to be deemed to protect such Distributor or any such con-
trolling persons thereof against any liability to the Corporation or its
security holders to which the Distributor or any such controlling persons
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of their duties or by reason of the
reckless disregard of their obligations and duties under this Agreement; or
(ii) is the Corporation to be liable under its indemnity agreement contained
in this paragraph with respect to any claim made against the Distributor or
any such controlling persons, unless the Distributor or such controlling
persons, as the case may be, shall have notified the Corporation in writing
within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any desig-
nated agent), but failure to notify the Corporation of any such claim shall
not relieve it from any liability which it may have to the person against
whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. The Corporation will be entitled to
participate at its own expense in the defense or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the
Corporation elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to, and in the sole discretion of, the
Distributor or such controlling person or persons, defendant or defendants in
the suit. In the event the Corporation elects to assume the defense of any
such suit and retain such counsel, the Distributor or such controlling person
or persons, defendant or defendants in the suit shall bear the fees and
expenses of any additional counsel retained by them (other than local
counsel), but in case the Corporation does not elect to assume the defense of
any such suit, it will reimburse the Distributor or such controlling person
or persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Corporation shall promptly
notify the Distributor of the commencement of any litigation or proceedings
against the Corporation, any Fund or Class or any of the Corporation's
officers or Directors in connection with the issuance or sale of any of the
Shares.
b. The Distributor shall indemnify and hold harmless the Corporation
and each of its Directors and officers and each person, if any, who controls
the Corporation against any loss, liability, claim, damage or expense
described in the foregoing indemnity contained in subsection (a) of this
Section, but only with respect to statements or omissions made in reliance
upon, and in conformity with, information furnished to the Corporation in
writing by the Distributor specifically for use in the registration statement
or related prospectus and statement of additional information, as from time
to time amended, or the annual or interim reports to shareholders. In case
any action shall be brought against the Corporation or any person so
indemnified, in respect of which indemnity may be sought against the
Distributor, the Distributor shall have the rights and duties given to the
Corporation, and the Corporation and each person so indemnified shall have
the rights and duties given to the Distributor, by the provisions of subsec-
tion (a) of this Section 8.
c. If the indemnification provided for in this Section 8 is unavailable
to, or insufficient to, hold harmless an indemnified party under subsection
(a) or (b) of this Section 8 in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by each indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative benefits received by the
Corporation on the one hand and the Distributor on the other hand from the
offering of the Shares. The relative benefits received by the Corporation on
the one hand and the Distributor on the other hand shall be deemed to be in
the same proportion as the total proceeds from the offering of the Shares to
which the losses, claims, damages, liabilities or expenses relate received by
the Corporation bear to the sales charges retained by the Distributor in
connection with the sale of such Shares. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in subsections (a) and (b) of this Section 8, any legal or other fees
or expenses reasonably incurred by such party in connection with
investigating or defending any such action or claim. Notwithstanding the
foregoing, in no event will the Distributor be liable for an amount in excess
of the portion of the front-end sales charge retained by the Distributor on
the sale of the Shares which gave rise to the action.
Section 9. Standard of Care. Except to the extent a more stringent
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standard is required by the Investment Company Act or the rules, regulations
or interpretations thereunder, the Distributor shall not be liable to the
Corporation for any act or
omission by the Distributor except for acts or omissions involving willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
imposed by this Agreement. In addition, the Distributor shall not be liable
to the Corporation for any losses, claims, damages, liabilities or expenses
incurred as a result of the selection of FSC as contemplated by Section 5(b)
hereof or any act or omission of FSC.
Section 10. Duration and Termination of this Agreement. This Agreement
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shall become effective as of the date first above written and shall remain in
force for two years from such date and thereafter, but only for so long as
such continuance is specifically approved at least annually by (i) the
Directors or by the vote of a majority of the outstanding voting securities
of the Corporation and (ii) by the vote of a majority of those Directors who
are not parties to this Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Directors or by vote of a majority of the outstanding voting
securities of the Corporation, or by the Distributor, on sixty (60) days'
written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment.
The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
Section 11. Amendments of this Agreement. This Agreement may be
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amended by the parties only if such amendment is specifically approved by (i)
the Directors or by the vote of a majority of outstanding voting securities
of the Corporation and (ii) by the vote of a majority of those Directors of
the Corporation who are not parties to this Agreement or interested persons
of any such party cast in person at a meeting called for the purpose of
voting on such approval.
Section 12. Governing Law. The provisions of this Agreement shall be
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construed and interpreted in accordance with the laws of the State of New
York as at the time in effect and the applicable provisions of the Investment
Company Act. To the extent that the applicable law of the State of New York,
or any of the provisions herein, conflict with the applicable provisions of
the Investment Company Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
BATTERY PARK FUNDS, INC.
By
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Title:
NOMURA SECURITIES INTERNATIONAL, INC.
By
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Title:
Exhibit A
NOMURA SECURITIES INTERNATIONAL, INC.
0 XXXXX XXXXXXXXX XXXXXX
XXX XXXX, XX 00000-0000
DEALER AGREEMENT
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Ladies and Gentlemen:
We act or will act as Distributor for the open-end investment companies
(hereinafter referred to collectively as the "Funds" and individually as a
"Fund") that are or will be series of BATTERY PARK FUNDS, INC. (the
"Corporation"), and act as principal underwriter, as defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
for such Funds. We hereby invite you to act as dealer to distribute shares
of the Funds, as a member of the Corporation's selling group (the "Selling
Group"), on the following terms:
1. NASD Membership and Broker-Dealer Registration. This agreement
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(the "Agreement") is conditioned upon your representation and warranty that
you are a member of the National Association of Securities Dealers, Inc. (the
"NASD") and that you will continue to maintain membership in the NASD, and
that you are registered as a broker-dealer under the Securities Exchange Act
of 1934, as amended. You agree to abide by the rules and regulations of the
Securities and Exchange Commission and the NASD, including, without
limitation, Section 2830 of the NASD's Conduct Rules, all of which are
incorporated herein as if set forth in full. You and we further understand
and agree that you will not be entitled to any compensation during any period
in which you have been suspended or expelled from membership in the NASD.
2. Offering Procedures. You and we understand and agree that you
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will offer and sell shares of a Fund only in accordance with the terms and
conditions of that Fund's then current prospectus, statement of additional
information and any authorized supplemental material supplied by us, and no
person is authorized to make any representation relating to the shares of any
Fund, except those contained in the Fund's then current prospectus, statement
of additional information or any authorized supplemental material supplied by
us. Additional copies of a Fund's then current prospectus and statement of
additional information are and will be available on written request. You and
we further understand and agree that you will use your best efforts in the
development and promotion of sales of shares of a
Fund or Funds, and you will be responsible for the proper instruction and
training of all sales personnel employed by you in order that the shares of
the Funds will be offered in accordance with the terms and conditions of this
Agreement and all applicable laws, rules and regulations.
3. Order Procedures. Orders received from you will be accepted only
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at the public offering price applicable to each order, as described in the
current Fund prospectus at the time of the acceptance of the order.
Procedures relating to the handling of orders will be subject to instructions
which we shall forward from time to time to you. All orders are subject to
acceptance or rejection by the Corporation in its sole discretion. No
conditional order will be accepted on any basis other than a definite price.
You and we understand and agree that you are acting as agent of the
Corporation and the Funds under this Agreement and you are in no way
responsible for the manner of our performance or for any of our acts or
omissions in connection therewith.
You agree to place orders received from your customers as soon as
practicable after your receipt of such orders. You further agree that you
will not withhold placement of orders in order to profit from such
withholding; e.g., by a change in the net asset value from that used in
determining the public offering price to your customers.
4. Sales Charges and Dealer Concessions. You and we agree that the
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applicable sales charge (whether assessed on a front-end or deferred
basis) and dealer concession pertaining to any sale of Fund shares will be in
an amount as set forth in the then current prospectus of that Fund.
Additionally, you and we agree that the applicable sales charge and dealer
concession pertaining to sales of any Fund shares pursuant to a right of
accumulation, a letter of intention, or other circumstance permitting a
reduction or waiver of any applicable sales charge or dealer concession will
be in an amount as set forth in the then current prospectus of such Fund.
5. Rule 12b-1 Plan Payments. The provisions of this Paragraph 5 are
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applicable to each of the Funds which have adopted or which may, in the
future, adopt a plan or plans pursuant to Rule 12b-1 under the Investment
Company Act (each a "Plan"). With respect to each such Fund whose shares are
sold pursuant to this Agreement:
a. The provisions of this Paragraph 5 have been approved by a
majority of the Directors of the Fund, including a majority of the
Directors who are not interested persons of the Fund and who have no
direct or indirect financial interest in the operation of any Plan or
any of its related agreements (the "non-interested Directors"),
cast in person at a meeting called for the purpose of voting
thereon. Such approval included a determination that in the
exercise of reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Fund and its shareholders whose shares are subject
to that Plan.
b. The Plan has been approved by a vote of at least a majority of
the Fund's outstanding voting securities, as defined in the Investment
Company Act, which securities are subject to that Plan.
c. As agent of each such Fund, we agree to pay you, or to arrange
for payment to you, pursuant to the Fund's applicable Plan.
d. You shall furnish us (or our designee) and the relevant Fund
with such information as shall reasonably be requested by the Directors
of the Fund with respect to the fees paid to you pursuant to this
Paragraph 5.
e. You understand and agree that a written report of the amounts
expended under the Plan by us, including any payments made to you, and
the purposes for which such expenditures were made, will be furnished to
the Directors of the Fund, for their review, on a quarterly basis.
f. The provisions of this Paragraph 5 may be terminated by the vote
of a majority of the non-interested Directors, or by a vote of a
majority of the Fund's outstanding shares, on sixty (60) days' written
notice without payment of any penalty. Such provisions will be
terminated by any act which terminates either the Corporation's
Distribution Agreement with us or this Dealer Agreement and shall
terminate immediately in the event of the assignment, as that term is
defined in the Investment Company Act, of this Dealer Agreement.
g. The provisions of the Distribution Agreement between the
Corporation, on behalf of the Funds, and us, insofar as they relate to
any Plan, are incorporated herein by reference. The provisions of this
Paragraph 5 shall continue in full force and effect only so long as the
continuance of the relevant Plan and these provisions are approved at
least annually by a vote of the Directors, including a majority of the
non-interested Directors, cast in person at a meeting called for the
purpose of voting thereon.
6. Required Payment for Shares. Payment for shares of a Fund sold
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through you shall be made on or before the settlement date specified in
our confirmation by federal funds wire or by check
payable to Federated Shareholder Services Company, Federated Xxxxxxxxx
Xxxxx, Xxxxxxxxxx, XX 00000-0000, telephone number
0-000-000-0000, transfer agent for the Corporation (the "Transfer Agent").
The Corporation has reserved the right to delay payment of redemption
proceeds until the earlier of (i) seven (7) days from the date of payment by
wire or check of the purchase price of the Shares being redeemed or (ii) the
date the Corporation receives notification from the Transfer Agent such wire
is received or such check has cleared. If such payment for Shares is not
received, we and the Corporation reserve the right, without notice, forthwith
either to cancel the sale, or, at our option, to sell the shares ordered back
to that Fund, and in either case, we may hold you responsible for any loss,
including loss of profit, suffered by us or by that Fund resulting from your
failure to make payment as aforesaid.
7. Redemption of Shares Within Seven Days of Purchase. If any
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shares sold through you under the terms of this Agreement are repurchased
or liquidated by a Fund, or are tendered for liquidation by a Fund, within
seven (7) business days after confirmation of the original order, then,
consistent with the requirements of Section 2830(h) of the NASD's Conduct
Rules, you will forthwith refund to the applicable Fund your share of the
sales charges on the original sale, and we will forthwith refund to that Fund
our share of the full concession allowed to us on the original sale. You
will notify us of such repurchase or liquidation within ten (10) days from
the day on which written redemption requests and, if applicable, share
certificates are delivered to us or to the Fund.
8. Limitation on Authority as Selected Dealer. You and we
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understand and agree that, except as expressly provided in this Agreement,
in no transaction will you have any authority to take any action or make any
representation binding upon the Corporation, any Fund, us or any other member
of the Selling Group.
9. Funds Offering Multiple Classes of Shares. With respect to
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Funds offering multiple classes of shares subject to differing sales
charges, you and we understand and agree that you are solely responsible for
the recommendation by your sales personnel to your customers of the purchase
or sale of shares of any class of shares of any Fund and the suitability of
such purchase or sale for the customer involved.
10. State Securities Qualification. You will not offer shares of
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any Fund for sale in any state where such Fund is not qualified for sale
under the blue sky laws and regulations of such state or where you are not
qualified to act as a dealer, except for states in which the Fund or you are
exempt from qualification.
11. Taxpayer Identification Numbers. In order to enable the
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implementation of any required backup withholding, you agree to obtain any
taxpayer identification number certification from your customers required by
the Internal Revenue Code and to provide the Transfer Agent with timely
written notice of any failure to obtain such certification.
12. Amendments. The Corporation reserves the right in its discretion
----------
and we reserve the right, in our discretion and without notice to you or
to any members of the Selling Group, to suspend sales of any Fund, to
withdraw the offering of any Fund, to change the offering price of any Fund,
or to amend, modify or cancel this Agreement and concessions, discounts or
commissions at any time payable or allowable hereunder (including, without
limitation, concessions or commissions on future periodic investments or
reinvestments). This Agreement supersedes any prior agreement between us
regarding these shares.
13. Termination. This Agreement may be terminated by either of us,
-----------
at any time, upon 30 days' written notice.
14. Communications. All communications will be sent to us at our
--------------
offices at Two World Financial Center, New York, New York 10281-1198,
Attn: Xxxxxx X. Xxxxxxxx, Director. Any notice to you will be duly given if
mailed or telegraphed to you at the address shown on this Agreement.
15. Effectiveness. This Agreement will become effective as of the
-------------
date it is executed and dated by you below.
16. Governing Law. This Agreement and all the rights and obligations
-------------
of the parties hereunder will be governed by and construed under the laws
of the State of New York.
NOMURA SECURITIES INTERNATIONAL, INC.
Dated: _____________ By:_________________________________
Agreed and Accepted:
Dated: _____________ By: Firm Name__________________________
Authorized Signature_______________
Print Name_________________________
Title______________________________
Address____________________________
Insurance Company? ____________________________
City State Zip Code
/ /yes / /no
____________________________
Phone
____________________________
NASD Broker/Dealer No.
____________________________
Clear Trades through
Broker/Dealer
Exhibit B
BATTERY PARK FUNDS, INC.
BATTERY PARK(SERVICE XXXX) HIGH YIELD FUND
CLASS A SHARES
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated October __, 1996, between Battery Park Funds,
Inc. (the "Corporation") and Nomura Securities International, Inc. (the
"Distributor") with respect to the above-designated class of shares (the
"Class"):
1. The Corporation hereby appoints the Distributor to engage in activities
principally intended to result in the sale of shares of the Class (the
"Shares"). Pursuant to this appointment, the Distributor is authorized
to select a group of dealers (the "selected dealers") to offer Shares at
the current offering price thereof as described and set forth in the
prospectus and statement of additional information of the Corporation
relating to such Shares.
2. During the term of this Agreement, the Corporation will pay the
Distributor for services pursuant to this Agreement, a monthly fee
computed at the annual rate of 0.25% of 1% of the average daily net
asset value of the Shares held during the month. For the month in which
this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.
3. The Distributor may from time to time and for such periods as it deems
appropriate reduce its compensation to the extent the Class expenses
exceed such lower expense limitation as the Distributor may, by notice
to the Corporation, voluntarily declare to be effective.
4. The Distributor will enter into separate written agreements with various
selected dealers, a form of which is attached to the Distribution
Agreement as Exhibit A, to provide certain of the services set forth in
Paragraph 1 herein. The Distributor, in its sole discretion, may pay
selected dealers a periodic fee in respect of Shares owned from time to
time by their clients or customers. The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by the Distributor in its sole discretion.
5. The Distributor will prepare and deliver, or arrange for the preparation
and delivery of, reports to the Board of Directors of the Corporation on
a quarterly basis showing amounts expended hereunder, including amounts
paid to selected dealers, if any, and the purpose for such expenditures.
In consideration of the mutual covenants set forth in the Distribution
Agreement, each party executes and delivers this Exhibit with respect to the
above-designated Class as of the __ day of October, 1996.
BATTERY PARK FUNDS, INC.
______________________________________
By:
NOMURA SECURITIES INTERNATIONAL, INC.
_______________________________________
By:
Exhibit C
BATTERY PARK FUNDS, INC.
BATTERY PARK(SERVICE XXXX) HIGH YIELD FUND
CLASS Y SHARES
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated October __, 1996, between Battery Park Funds,
Inc. (the "Corporation") and Nomura Securities International, Inc. (the
"Distributor") with respect to the above-designated class of shares (the
"Class"):
1. The Corporation hereby appoints the Distributor to engage in activities
principally intended to result in the sale of shares of the Class (the
"Shares"). Pursuant to this appointment, the Distributor is authorized
to select a group of dealers (the "selected dealers") to offer Shares at
the current offering price thereof as described and set forth in the
prospectus and statement of additional information of the Corporation
relating to such Shares.
2. The Distributor will enter into separate written agreements with various
selected dealers, a form of which is attached to the Distribution
Agreement as Exhibit A, to provide certain of the services set forth in
Paragraph 1 herein. The Distributor, in it sole discretion, may pay
selected dealers a periodic fee in respect of Shares owned from time to
time by their clients or customers. The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by the Distributor in its sole discretion.
In consideration of the mutual covenants set forth in the Distribution
Agreement, each party executes and delivers this Exhibit with respect to the
above-designated Class as of the __ day of October, 1996.
BATTERY PARK FUNDS, INC.
______________________________________
By:
NOMURA SECURITIES INTERNATIONAL, INC.
_______________________________________
By:
