NATIONAL WORLDWIDE OPPORTUNITIES FUND
UNDERWRITING AGREEMENT
Class A Shares
AGREEMENT made and entered into this l4th day of May, 1993, by and between
NATIONAL WORLDWIDE OPPORTUNITIES FUND, 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 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 shares, upon the
terms hereinafter set forth, as long as it has unissued and/or treasury 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 shares, satisfactory to the Underwriter, as
of the time of receipt of such orders by the dealer, or as otherwise
described in the then-current Prospectus of the Fund.
(b) The public offering price of such shares shall be based on the net
asset value per share (as determined by the Fund) of the outstanding shares
of the Fund. Such net asset value shall be regularly determined on every
business day as of the time of closing of the New York Stock Exchange and
the public offering price based upon such net asset value shall become
effective as set forth from time to time in the current Prospectus; such
net asset value shall also be regularly determined, and the public offering
price based thereon 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.
The public offering price of such shares shall be equal to the net
asset value, as described above, plus a commission to be fixed from time to
time by the Fund and the Underwriter and as described in the current
Prospectus of the Fund. The Underwriter may fix quantity discounts and
other similar terms not inconsistent with the provisions of the Investment
Company Act of 1940, as amended (the "Act"). The Underwriter shall not
impose any commission, permit any quantity discounts or impose any other
similar terms in connection with the sale of shares of the Fund except as
disclosed in the then-current Prospectus of the Fund.
(c) The Underwriter shall be entitled to deduct a commission on all
such shares sold equal to the difference between the public offering price
and the net asset value on which such price is based. If any such
commission is received by the Fund, it will pay such commission to the
Underwriter. Out of such commission, the Underwriter may allow to dealers
such concessions as the Underwriter may determine from time to time.
Notwithstanding anything in this Agreement otherwise provided, sales may be
made at net asset value as provided in the then-current Prospectus of the
Fund.
(d) As reimbursement for expenditures made in connection with
providing certain distribution-related services, the Underwriter may
receive from the Fund a distribution services fee under the terms and
conditions set forth in the Fund's Distribution Plan adopted under Rule
12b-1 under the Act (the "Plan"), as the Plan may be amended from time to
time and subject to any further limitations on such fees as the Trustees
may impose.
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 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 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 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.
4. All sales literature and advertisements used by the Underwriter in
connection with sales of the 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 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
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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 shares for redemption at prices determined as
prescribed in the then-current Prospectus of the Fund. The Fund shall reimburse
the Underwriter monthly for its out-of-pocket expenses reasonably incurred in
carrying out the foregoing authorization, but the Underwriter shall not be
entitled to any commissions or other compensation with respect to such
redemptions. 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 reports 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 shares and in the performance by the Underwriter of all of 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 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 shares of the Fund, for fees and expenses
incident to the issuance of shares of capital stock 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 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
below.
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 prospectuses to be
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used in connection with the sale of 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
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 any prospectus or 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
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 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 be 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 such purpose.
12. This Agreement may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Disinterested Trustees or by vote of a
majority of the outstanding voting securities of the Fund, as that term is
defined in the Act, on not
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more than 60 days' written notice to the Underwriter.
13. The Declaration of Trust establishing the Fund, dated November 4, 1991,
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 Worldwide Opportunities Fund" 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
NATIONAL WORLDWIDE OPPORTUNITIES
FUND
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxxxx, Vice President
Attest:
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxx
Assistant Secretary
PHOENIX EQUITY PLANNING CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
Attest:
By: /s/ Xxxxxxxx X. XxXxxxxxx
----------------------------------
Xxxxxxxx 0. XxXxxxxxxx
Assistant Secretary
natl\wowldwid.u
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