Exhibit 6(c)
GAM FUNDS, INC.
SALES AGREEMENT
GAM Services Inc., a Delaware corporation, serves as Distributor (the
"Distributor") of GAM Funds, Inc., an open-end investment company registered
under the Investment Company Act of 1940 (the "Investment Company Act"). GAM
Funds, Inc. has established separate series which are designated as GAM Europe
Fund, GAM Global Fund, GAM International Fund, GAM North America Fund, GAM
Pacific Basin Fund, GAM Japan Capital Fund, GAM Asian Capital Fund, and GAMerica
Capital Fund and may establish additional separate series in the future from
time to time in its discretion, all of which shall be referred to herein as the
"Funds." The Funds currently offer Class A and Class D shares of common stock
("Shares") to the public in accordance with the terms and conditions contained
in the Prospectus of the Funds, and may offer additional classes of shares of
the Funds in the future, which for purposes of this Agreement shall also be
deemed Shares. (The term "Prospectus" as used herein refers to the prospectus on
file with the Securities and Exchange Commission which is part of the
registration statement on file at any given time under the Securities Act of
1933 (the "Securities Act")). The Funds are offering their Shares primarily to
private individual investors who seek capital appreciation. In connection with
the foregoing, you may serve as a participating dealer (and, therefore, accept
orders for the purchase or redemption of Shares, respond to shareholder
inquiries and perform other related functions) on the following terms and
conditions:
1. PARTICIPATING DEALER. You are hereby designated a Participating Dealer and as
such are authorized to (i) accept orders for the original purchase of Shares or
purchase by exchange, and transmit to the Funds such orders and the payment made
therefore, (ii) accept orders for the redemption of Shares, and transmit to the
Funds such orders and all additional material, including any Share certificates,
as may be required to complete the redemption, and (iii) assist your customers
("Customers") with the foregoing purchases, redemptions and exchanges, as well
as all other matters relating to their investments in the Funds, in each case
subject to the terms and conditions set forth in the Prospectus. You are to
review each Share purchase or redemption order submitted through you or with
your assistance for completeness and accuracy. You further agree to undertake
from time to time certain shareholder servicing and account maintenance
activities on behalf of your Customers who have purchased Shares and who use
your facilities, including handling all inquiries related to the status of their
investment and positions or transactions in Shares reflected in their account;
communicating with the Funds; effecting redemptions, purchases and exchanges of
Shares; and distributing confirmations and account statements and otherwise
preparing and maintaining accurate and complete Customer account records with
respect to Customer assets invested in Shares of the Fund.
2. LIMITATION OF AUTHORITY. No person is authorized to make any representation
concerning the Funds or the Shares except those contained in the Prospectus and
in such printed information as the Distributor may subsequently prepare. No
person is authorized to distribute sales material relating to the Funds without
the prior written approval of the Distributor.
3. SELLING COMPENSATION. The Distributor will pay you selling commissions no
less often than monthly according to the reallowance schedule contained in the
Prospectus as compensation for selling Shares of the Funds. Upon the sale of any
Shares you will look solely to the Distributor for sales compensation from
payments received for such Shares, and you acknowledge that the Funds shall have
no direct responsibility therefor.
4. DISTRIBUTION AND SERVICE FEES. Each of the Funds has adopted a plan of
distribution pursuant to Rule 12b-1 of the Investment Company Act for its Class
A Shares and, where offered by particular Funds, for its Class D Shares
(collectively the "Plans"). Pursuant to the Plans, the Distributor may pay
Participating Dealers distribution and/or service fees based upon total Fund
assets maintained in accounts held in the name or for the benefit of your
Customers. Such fees shall be paid in consideration of your efforts in providing
information and services necessary or appropriate (i) to provide personal
services to your Customer-shareholders of the Funds, (ii) to assist the
Distributor in any distribution efforts, including, without limitation, making
use of the Participating Dealer's name, client lists and publications for the
solicitation of sales of Shares to Customers, and (iii) such other assistance as
the Distributor may reasonably request, to the extent permitted by applicable
statute, rule or regulation.
With respect to the Class A Share accounts maintained for the benefit of your
Customers, the Distributor shall pay to you a service fee (as defined in the
National Association of Securities Dealers, Inc. Rules of Fair Practice) equal
to 0.25 of 1% per annum of the average daily net assets of all such Class A
Share accounts. With respect to Class D Share accounts maintained for the
benefit of your Customers, the Distributor shall pay a total fee equal to 0.50
of 1% (representing a service fee of 0.25 of 1% and a distribution fee of 0.25
of 1%) per annum of the average daily net assets of all such Class D Share
accounts. Such payments shall be payable no less often than quarterly and may be
subject to such minimums as the Distributor shall establish from time to time.
The Distributor has no obligation to make any such payments and you agree to
waive payment of any fee until the Distributor is in receipt of the
corresponding fee from each Fund. The payment of fees has been authorized
pursuant to the Plans adopted by the Directors and shareholders of the Funds
pursuant to the requirements of the Investment Company Act and such
authorizations may be withdrawn at any time.
5. PROSPECTUS AND REPORTS. You agree to comply with the provisions contained in
the Securities Act governing the distribution of Prospectuses to persons to whom
you offer Shares. You further agree to deliver, upon our request, copies of any
amended Prospectus to Customers whose Shares you are holding as record owner and
to deliver to such persons copies of the annual and interim reports and any
proxy solicitation materials of the Funds. We agree to furnish to you as many
copies of the Prospectus, annual and interim reports and proxy solicitation
materials as you may reasonably request.
6. QUALIFICATION TO ACT. You represent that you are a member in good standing of
the National Association of Securities Dealers, Inc. You agree that you will not
offer Shares to persons in any jurisdiction in which you may not lawfully make
such offer due to the fact that you are not registered under, or are not exempt
from, the applicable registration or licensing requirements of such
jurisdiction.
7. BLUE SKY. The Funds have registered an indefinite number of Shares under the
Securities Act. Upon application to us, we will inform you as to the states or
other jurisdictions 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.
8. AUTHORITY OF FUNDS. The Funds shall have full authority to take such action
as each deems advisable in respect of all matters pertaining to the offering of
Shares, including the right not to accept any order for the purchase of Shares.
9. RECORD KEEPING. You will (i) maintain all records required by law to be kept
by you relating to transactions in Shares of the Funds by or on behalf of your
Customers and compensation received by you in respect thereto, (ii) upon request
by the Funds, promptly make such of these records available to the Funds as the
Funds may reasonably request in connection with their operations, and (iii)
promptly notify the Funds if you experience any difficulty in maintaining the
records described in the foregoing clause in an accurate and complete manner.
10. LIABILITY. The Distributor shall be under no liability to you except for
lack of good faith and for obligations expressly assumed by it hereunder. In
carrying out your obligations, you agree to act in good faith and without
negligence. Nothing contained in this agreement is intended to operate as a
waiver by the Distributor or you of compliance with any provision of the
Investment Company Act, the Securities Act, the Securities Exchange Act of 1934,
as amended, or the rules and regulations promulgated by the Securities and
Exchange Commission thereunder.
11. TERM AND TERMINATION. Except with respect to the provisions of paragraph 4
hereof, the continuation of which shall be subject to the proviso set forth
therein, this Agreement shall remain in effect until terminated as set forth
herein. This agreement may be terminated by either party, without penalty, upon
ten days' notice to the other party and shall automatically terminate in the
event of its assignment, as defined in the Investment Company Act. This
agreement may also be terminated at any time without penalty by the vote of a
majority of the members of the Board of Directors of the Funds who are not
"interested persons" (as such phrase is defined in the Investment Company Act),
and have no direct or indirect financial interest in the operation of the
Distribution Agreement between the Funds and the Distributor, or by the vote of
a majority of the outstanding voting securities of each Fund.
12. COMMUNICATIONS. All communications to us should be sent to the Distributor
at GAM Services Inc., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, Attention:
Managing Director - Mutual Funds. Any notice to you shall be duly given if
mailed or telegraphed to you at the address specified by you below.
13. MISCELLANEOUS. This agreement constitutes the entire agreement between us
relating to the subject matter hereof and may only be amended by a written
agreement executed on behalf of each of us.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us one copy of this agreement.
Firm Name: CONFIRMED AND ACCEPTED BY:
____________________________________ GAM SERVICES, INC.
By: ________________________________ By: ______________________________
____________________________________ Xxxxx X. Xxxxxxxx
Managing Director -
Mutual Funds
__________________________________ GAM Services, Inc.
(Please Type Name and Title)
Address: ___________________________
____________________________________
____________________________________
NSCC Dealer #_______________________
NSCC Dealer Alpha Code______________
NSCC Clearing #_____________________
Phone Number: _____________________
Fax Number:_________________________
Date: ______________________________
Mutual Fund Coordinator/Primary Contact:
____________________________________
