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EXHIBIT 6
DISTRIBUTION AGREEMENT
AGREEMENT made as of January 1, 1997, between XXXXXXX XXXXX INDEX
FUNDS, INC., a Maryland corporation (the "Corporation"), on behalf of its
series listed on Appendix A hereto (the "Funds"), and XXXXXXX XXXXX FUNDS
DISTRIBUTOR, INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H :
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 Directors of the Corporation (the "Directors") are
authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares of common stock,
par value $0.0001 per share (the "Shares"); and
WHEREAS, the Directors have established and designated the Funds as
series of the Corporation; 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 subscription offering and the
continuous offering of the Funds' Shares in order to promote the growth of the
Funds and facilitate the distribution of the Shares.
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Corporation hereby
appoints the Distributor as the principal underwriter and distributor of the
Funds to sell the Shares to the public and hereby
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agrees during the term of this Agreement to sell the Shares to the
Distributor upon the terms and conditions herein set forth.
Section 2. Exclusive Nature of Duties. The Distributor shall be the
exclusive representative of the Funds to act as principal underwriter and
distributor of the Shares, except that:
(a) The Corporation may, with respect to any Fund, upon written
notice to the Distributor, from time to time designate other principal
underwriters and distributors of the Shares with respect to areas other than
the United States as to which the Distributor may have expressly waived in
writing its right to act as such. If such designation is deemed exclusive, the
right of the Distributor under this Agreement to sell the Shares in the areas
so designated shall terminate, but this Agreement shall remain otherwise in
full effect until terminated in accordance with the other provisions hereof.
(b) The exclusive right granted to the Distributor to purchase Shares
from each Fund shall not apply to Shares issued in connection with the merger
or consolidation of any other investment company or personal holding company
with a Fund or the acquisition by purchase or otherwise of all (or
substantially all) the assets or the outstanding shares of any such company by
a Fund.
(c) Such exclusive right also shall not apply to Shares issued by a
Fund pursuant to reinvestment of dividends or capital gains distributions.
(d) Such exclusive right also shall not apply to Shares issued by a
Fund pursuant to any conversion, exchange or reinstatement privilege afforded
redeeming shareholders or to any other Shares as shall be agreed between the
Corporation and the Distributor from time to time.
Section 3. Purchase of Shares from the Corporation.
(a) Prior to the continuous offering of the Shares of a Fund,
commencing on a date agreed upon by the Corporation and the Distributor, the
Distributor may solicit subscriptions for Shares
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during a subscription period which shall last for such period as may be agreed
upon by the parties hereto. If so, the subscriptions will be due and payable
on the fifth business day after the conclusion of the subscription offering, at
which time the Shares will be issued against payment and the Funds will
commence operations.
(b) After the subscription offering, if any such offering is made, or
at such other time agreed to by the Distributor and the Corporation, each Fund
will commence an offering of Shares and thereafter the Distributor shall have
the right to buy from the Corporation the Shares needed, but not more than the
Shares needed (except for clerical errors in transmission) to fill
unconditional orders for Shares of a Fund placed with the Distributor by
eligible investors or securities dealers. The price which the Distributor
shall pay for the Shares so purchased from a Fund shall be the net asset value,
determined as set forth in Section 3(d) hereof.
(c) The Shares are to be resold by the Distributor to investors at
net asset value, as set forth in Section 3(d) hereof, or to securities dealers
having agreements with the Distributor upon the terms and conditions set forth
in Section 7 hereof.
(d) The net asset value of the 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 and guidelines
established by the Board of Directors of the Corporation (the "Directors").
(e) The Corporation shall have the right to suspend the sale of
Shares of any Fund at any time. In addition, the Corporation shall have the
right to suspend the sale of Shares at times when redemption is suspended
pursuant to the conditions set forth in Section 4(b) hereof. The Corporation
shall also have the right to suspend the sale of 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
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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 Distributor. Payment shall be
made to the Corporation in New York Clearing House Funds. The Distributor
agrees to cause such payment and such instructions to be delivered promptly to
the Corporation (or its agent).
Section 4. Repurchase or Redemption of Shares by the Corporation.
(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 Article VI of 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 relating to the Funds. 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(d) 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 the
Fund. All payments by the Corporation hereunder shall be made in the manner
set forth below.
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The Corporation shall pay the total amount of the redemption price as
defined in the above paragraph pursuant to the instructions of the Distributor
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 any time and,
in addition, 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
of securities owned by a Fund is not reasonably practicable or it is not
reasonably practicable for the Corporation to fairly determine the value of the
net assets of the Fund, or during any other period when the Securities and
Exchange Commission, by order, so permits.
Section 5. Duties of the Corporation.
(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 any
Fund, and this 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 its prospectus and statement of additional information
relating to the Fund as the Distributor shall reasonably request.
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(b) The Corporation shall take, from time to time, but subject to any
necessary approval of Fund 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 of 1933, as amended (the "Securities Act"), to the end
that there will be available for sale such number of Shares as the Distributor
reasonably may be expected to sell.
(c) The Corporation shall use its best efforts to make such filings
as may be required in connection with the sale of Shares in such states as the
Distributor and the Corporation may approve. As provided in Section 8(c)
hereof, the expense of such filings shall be borne by the Corporation.
(d) The Corporation will furnish, in reasonable quantities upon
request by the Distributor, copies of annual and interim reports of the Funds.
Section 6. Duties of the Distributor.
(a) The Distributor shall devote reasonable time and effort to effect
sales of Shares of the Funds but shall not be obligated to sell any specific
number of Shares. 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.
(b) In selling the Shares of the Funds, the Distributor shall use its
best efforts in all respects duly to conform with the requirements of all
Federal and state laws relating to the sale of such securities. Neither the
Distributor nor any selected dealer, as defined in Section 7 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.
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(c) The Distributor shall adopt and follow procedures, as approved by
the officers of the Corporation, 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 National Association of
Securities Dealers, Inc. (the "NASD"), as such requirements may from time to
time exist.
Section 7. Selected Dealer Agreements.
(a) The Distributor shall have the right to enter into selected
dealer agreements with securities dealers of its choice ("selected dealers")
for the sale of Shares; provided, that the Corporation shall approve the forms
of agreements with dealers. Shares sold to selected dealers shall be for
resale by such dealers only at net asset value determined as set forth in
Section 3(d) hereof. The form of agreement with selected dealers to be used
during any subscription period as described in Section 3(a) is attached hereto
as Exhibit A and the form of agreement with selected dealers to be used in the
continuous offering of the shares is attached hereto as Exhibit B.
(b) Within the United States, the Distributor shall offer and sell
Shares only to such selected dealers that are members in good standing of the
NASD.
Section 8. Payment of Expenses.
(a) The Corporation shall bear all costs and expenses of the Funds,
including fees and disbursements of the Corporation's 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
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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 for sale to the public and any expenses of
advertising incurred by the Distributor in connection with such offering. It
is understood and agreed that if the Corporation adopts, pursuant to Rule 12b-1
under the Investment Company Act, a Distribution Plan providing for the payment
by one or more of the Funds of expenses of related to distribution of Shares,
any expenses incurred by the Distributor hereunder may be paid from amounts
recovered by it from the Fund 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 5(c)
hereof.
Section 9. Indemnification.
(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
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reasonable cost of investigating or defending any alleged loss, liability,
claim, damage or expense and reasonable counsel fees incurred in connection
therewith), as incurred, arising by reason of any person acquiring any Shares,
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 Funds,
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
connection therewith by or on behalf of the Distributor; 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 controlling 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
designated 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
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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 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, as incurred, of any additional counsel retained by
them, 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, as incurred, of any counsel retained by them. The Corporation shall
promptly notify the Distributor of the commencement of any litigation or
proceedings against it or any of its 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, as
incurred, 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 or on behalf of the Distributor for use in connection with 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
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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
subsection (a) of this Section 9.
Section 10. Xxxxxxx Xxxxx Mutual Fund Advisor Program. In connection
with the Xxxxxxx Xxxxx Mutual Fund Adviser Program, the Distributor and its
affiliate, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, are authorized
to offer and sell shares of the Corporation, as agent for the Corporation, to
participants in such program as described in the prospectus and statement of
additional information of the Funds. The terms of this Agreement shall apply
to such sales, including terms as to the offering price of shares, the proceeds
to be paid to the Funds, the duties of the Distributor, the payment of expenses
and indemnification obligations of the Corporation and the Distributor.
Section 11. Duration and Termination of this Agreement. This
Agreement shall become effective as of the date first above written and shall
remain in force until December 31, 1998 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 Fund 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 days'
written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment.
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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 12. Amendments of this Agreement. This Agreement may be
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 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 13. Governing Law. The provisions of this Agreement shall be
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.
XXXXXXX XXXXX INDEX FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Title: President
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Title: Vice President and Treasurer
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Appendix A
SERIES OF XXXXXXX XXXXX INDEX FUNDS, INC.
Xxxxxxx Xxxxx S&P 500 Index Fund
Xxxxxxx Xxxxx Small Cap Index Fund
Xxxxxxx Xxxxx Aggregate Bond Index Fund
Xxxxxxx Xxxxx International Index Fund
As of January 1, 1997
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EXHIBIT 6
EXHIBIT A
XXXXXXX XXXXX INDEX FUNDS, INC.
SELECTED DEALER AGREEMENT
FOR SUBSCRIPTION PERIOD
Ladies and Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, Inc. (the "Distributor") has an
agreement with Xxxxxxx Xxxxx Index Funds, Inc., a Maryland corporation (the
"Corporation") on behalf of its series listed on Appendix A hereto (the
"Funds"), pursuant to which it acts as the distributor for the sale of shares
of common stock, par value $0.0001 per share (the "shares"), of the Funds, and
as such has the right to distribute shares of the Funds for resale. The
Corporation is an open-end investment company registered under the Investment
Company Act of 1940, as amended, and the Funds' shares being offered to the
public are registered under the Securities Act of 1933, as amended (the
"Securities Act"). Such shares and certain of the terms on which they are
being offered are more fully described in the enclosed Prospectus and Statement
of Additional Information of the Funds (the "Prospectus" and "Statement of
Additional Information," respectively). You have received a copy of the
Distribution Agreement (the "Distribution Agreement") between the Distributor
and the Corporation and reference is made herein to certain provisions of such
Distribution Agreement. This Agreement relates solely to the subscription
period described in Section 3(a) of such Distribution Agreement. Subject to
the foregoing, as principal, we offer to sell to you, as a member of the
Selected Dealers Group, shares of the Funds upon the following terms and
conditions:
1. The subscription period referred to in Section 3(a) of the
Distribution Agreement will continue through ________________ ___, 1996. The
subscription period may be extended upon agreement between the Corporation and
the Distributor. Subject to the provisions of such Section and the conditions
contained herein, we will sell you on the fifth business day following the
termination of the subscription period, or such other date as we may advise
(the "Closing Date"), such number of shares as to which you have placed orders
with us not later than 5:00 P.M. on the second full business day preceding the
Closing Date.
2. 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 Corporation or the Funds, for us or for any other member of
the Selected Dealers Group, except in connection with the Xxxxxxx Xxxxx Mutual
Fund Adviser program and such other special programs as we from time to time
agree, in which case you shall have authority to offer and sell shares, as
agent for the Funds, as described in the Prospectus and Statement of Additional
Information, to participants in such programs.
3. You shall not place orders for any of the shares unless you
have already received
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purchase orders for such shares at the applicable public offering prices and
subject to the terms hereof and of the Distribution Agreement. All orders are
subject to acceptance by the Distributor or the Corporation in the sole
discretion of either. The minimum initial and subsequent purchase requirements
are as set forth in the Prospectus, as amended from time to time. You agree
that you will not offer or sell any of the shares except under circumstances
that will result in compliance with the applicable Federal and state securities
laws and that 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
Prospectus and, if requested, the Statement of Additional Information (as then
amended or supplemented) relating to the Funds and will not furnish to any
person any information relating to the shares of the Funds which is
inconsistent in any respect with the information contained in the Prospectus
and Statement of Additional Information (as then amended or supplemented) or
cause any advertisement to be published in any newspaper or posted in any
public place without our consent and the consent of the Corporation.
4. Payment for shares purchased by you is to be made by certified
mail or official bank check at the office of Xxxxxxx Xxxxx Funds Distributor,
Inc., Xxx 0000, Xxxxxxxxx, Xxx Xxxxxx 00000-0000, on such date as we may
advise, in New York Clearing House funds payable to the order of Xxxxxxx Xxxxx
Funds Distributor, Inc. against delivery by us of non-negotiable share deposit
receipts ("Receipts") issued by Xxxxxxx Xxxxx Financial Data Services, Inc., as
shareholder servicing agent, acknowledging the deposit with it of the shares so
purchased by you. You agree that as promptly as practicable after the delivery
of such shares you will issue appropriate written transfer instructions to the
Corporation or to the shareholder servicing agent as to the purchasers to whom
you sold the shares.
5. No person is authorized to make any representations concerning
shares of the Funds except those contained in the current Prospectus and
Statement of Additional Information relating to the Funds and in such printed
information subsequently issued by us or the Corporation as information
supplemental to such Prospectus and Statement of Additional Information. In
purchasing shares through us you shall rely solely on the representations
contained in the Prospectus and Statement of Additional Information and
supplemental information above mentioned. Any printed information which we
furnish you other than the Prospectus and Statement of Additional Information,
periodic reports and proxy solicitation material are our sole responsibility
and not the responsibility of the Corporation, and you agree that the
Corporation shall have no liability or responsibility to you in these respects
unless expressly assumed in connection therewith.
6. You agree to deliver to each of the purchasers making
purchases from you a copy of the then current Prospectus and, if requested, the
Statement of Additional Information at or prior to the time of offering or sale
and you agree thereafter to deliver to such purchasers copies of the annual and
interim reports and proxy solicitation materials relating to the Funds. You
further agree to endeavor to obtain proxies from such purchasers. Additional
copies of the Prospectus and Statement of Additional Information, annual or
interim reports and proxy solicitation materials of the Corporation will be
supplied to you in reasonable quantities upon request.
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7. We reserve the right in our discretion, without notice, to
suspend sales or withdraw the offering of shares of any Fund entirely. Each
party hereto has the right to cancel this Agreement upon notice to the other
party.
8. We shall have full authority to take such action as we may
deem advisable in respect of all matters pertaining to the subscription period.
We shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this
paragraph is intended to operates as, and the provisions of this paragraph
shall not in any way whatsoever constitute, a waiver by you of compliance with
any provision of the Securities Act or of the miles and regulations of the
Securities and Exchange Commission issued thereunder.
9. You represent that you are a member of the National
Association of Securities Dealers, Inc. and, with respect to any sales in the
United States, we both hereby agree to abide by the Rules of Fair Practice of
such Association.
10. Upon application to us, we will, inform you as to the states
in which we believe the shares have been qualified for sale under, or are
exempt from the requirements of, the respective securities laws of such states,
but we assume no responsibility or obligation as to your right to sell shares
in any Jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the shares, if necessary.
11. All communications to us should be sent to the address below.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
12. You agree that you will not sell any shares of the Funds to
any account over which you exercise discretionary authority.
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13. This Agreement shall terminate at the close of business on the
Closing Date, unless earlier terminated, provided, however, this Agreement
shall continue after termination for the purpose of settlement of accounts
hereunder.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By:
----------------------------------
(Authorized Signature)
Please return one signed copy of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
By:
----------------------------------
Address: 000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Date: ________________________, 199_
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EXHIBIT 6
EXHIBIT B
XXXXXXX XXXXX INDEX FUNDS, INC.
SELECTED DEALER AGREEMENT
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, Inc. (the "Distributor") has an
agreement with Xxxxxxx Xxxxx Index Funds, Inc., a Maryland corporation (the
"Corporation") on behalf of its series listed on Appendix A hereto (the
"Funds"), pursuant to which it acts as the distributor for the sale of shares
of common stock, par value $0.0001 per share (the "shares"), of the Funds and
as such has the right to distribute shares for resale. The Corporation is an
open-end investment company registered under the Investment Company Act of
1940, as amended, and its shares being offered to the public are registered
under the Securities Act of 1933, as amended. You have received a copy of the
Distribution Agreement (the "Distribution Agreement") between ourself and the
Corporation on behalf of the Funds and reference is made herein to certain
provisions of such Distribution Agreement. The terms "Prospectus" and
"Statement of Additional Information" as used herein refer to the prospectus
and statement of additional information, respectively, relating to the Funds on
file with the Securities and Exchange Commission which is part of the most
recent effective registration statement pursuant to the Securities Act of 1933,
as amended. We offer to sell to you, as a member of the Selected Dealers
Group, shares of the Funds upon the following terms and conditions:
1. 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 Corporation or the Funds, for us or for any other member of the
Selected Dealers Group, except in connection with the Xxxxxxx Xxxxx Mutual Fund
Adviser program and such other special programs as we from time to time agree,
in which case you shall have authority to offer and sell shares, as agent for
the Funds, as described in the Prospectus and Statement of Additional
Information, to participants in such programs.
2. Orders received from you will be accepted through us only at the
public offering price applicable to each order, as set forth in the current
Prospectus and Statement of Additional Information. The procedure relating to
the handling of orders shall be subject to Section 4 hereof and instructions
which we or the Corporation shall forward from time to time to you. All orders
are subject to acceptance or rejection by the Distributor or the Corporation in
the sole discretion of either. The minimum initial and subsequent purchase
requirements are as set forth in the current Prospectus and Statement of
Additional Information.
3. You shall not place orders for any of the shares unless you have
already received purchase orders for such shares at the applicable public
offering prices and subject to the terms hereof and of the Distribution
Agreement. You agree that you will not offer or sell any of the
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shares except under circumstances that will result in compliance with the
applicable Federal and state securities laws and that 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 Prospectus and, if requested, the Statement of
Additional Information (as then amended or supplemented) and will not furnish
to any person any information relating to the shares of the Funds which is
inconsistent in any respect with the information contained in the Prospectus
and Statement of Additional Information (as then amended or supplemented) or
cause any advertisement to be published in any newspaper or posted in any
public place without our consent and the consent of the Corporation.
4. As a selected dealer, you are hereby authorized (i) to place
orders directly with the Corporation for shares of the Funds to be resold by us
to you subject to the applicable terms and conditions governing the placement
of orders by us set forth in Section 3 of the Distribution Agreement and (ii)
to tender shares directly to the Corporation or its agent for redemption
subject to the applicable terms and conditions set forth in Section 4 of the
Distribution Agreement.
5. You shall not withhold placing orders received from your customers
so as to profit yourself as a result of such withholding: e.g., by a change in
the "net asset value" from that used in determining the offering price to your
customers.
6. No person is authorized to make any representations concerning
shares of the Funds except those contained in the current Prospectus and
Statement of Additional Information and in such printed information
subsequently issued by us or the Corporation as information supplemental to
such Prospectus and Statement of Additional Information. In purchasing shares
through us you shall rely solely on the representations contained in the
Prospectus and Statement of Additional Information and supplemental information
above mentioned. Any printed information which we furnish you other than the
Prospectus, Statement of Additional Information, periodic reports and proxy
solicitation material is our sole responsibility and not the responsibility of
the Corporation and you agree that the Corporation shall have no liability or
responsibility to you in these respects unless expressly assumed in connection
therewith.
7. You agree to deliver to each of the purchasers making purchases
from you a copy of the then current Prospectus and, if requested, the Statement
of Additional Information at or prior to the time of offering or sale and you
agree thereafter to deliver to such purchasers copies of the annual and interim
reports and proxy solicitation materials relating to the Funds. You further
agree to endeavor to obtain proxies from such purchasers. Additional copies of
the Prospectus and Statement of Additional Information, annual or interim
reports and proxy solicitation materials of the Funds will be supplied to you
in reasonable quantities upon request.
8. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of shares entirely or to certain persons or
entities in a class or classes specified by us. Each party hereto has the
right to cancel this Agreement upon notice to the other party.
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9. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the continuous offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this
paragraph is intended to operate as, and the provisions of this paragraph shall
not in any way whatsoever constitute, a waiver by you of compliance with any
provision of the Securities Act of 1933, as amended, or of the rules and
regulations of the Securities and Exchange Commission issued thereunder.
10. You represent that you are a member of the National Association
of Securities Dealers, Inc. and, with respect to any sales in the United
States, we both hereby agree to abide by the Rules of Fair Practice of such
Association.
11. Upon application to us, we will inform you as to the states in
which we believe the shares have been qualified for sale under, or are exempt
from the requirements of, the respective securities laws of such states, but we
assume no responsibility or obligation as to your right to sell shares in any
jurisdiction. We will file with the Department of State in New York a Further
State Notice with respect to the shares, if necessary.
12. All communications to us should be sent to the address below.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
13. Your first order placed pursuant to this Agreement for the
purchase of shares of the Funds will represent your acceptance of this
Agreement.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By:
------------------------------------
(Authorized Signature)
Please return one signed copy
of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Inc.
------------------------------------------
By:
--------------------------------------------------
Address: 000 Xxxxxxxx Xxxx Xxxx
---------------------------------------------
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Xxxxxxxxxx, Xxx Xxxxxx 00000
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Date:
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