EX-99.e
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this ____ day of April,
2004, by and between XXXXXX XXXX GLOBAL EQUITY FUND, INC., a Maryland
Corporation (the "Company") and QUASAR DISTRIBUTORS, LLC, a Delaware limited
liability company (the "Distributor").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and is authorized to issue shares of common stock ("Shares") in separate series,
with each such series representing shares in a separate portfolio of securities
and other assets; and
WHEREAS, the Company desires to retain the Distributor as principal
underwriter in connection with the offering and sale of the Shares of each
series listed on Exhibit A hereto (as amended from time to time) (each a "Fund",
collectively the "Funds"); and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, this Agreement has been approved by a vote of the Company's
board of directors ("Board of Directors" or the "Board") and its disinterested
directors in conformity with Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for
the Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. APPOINTMENT OF QUASAR AS THE DISTRIBUTOR
The Company hereby appoints the Distributor as its agent for the sale and
distribution of Shares of the Funds, on the terms and conditions set forth in
this Agreement, and the Distributor hereby accepts such appointment and agrees
to perform the services and duties set forth in this Agreement.
2. SERVICES AND DUTIES OF THE DISTRIBUTOR
The Distributor performs the following services and duties in an
administrative function for the Company:
A. The Distributor agrees to sell Shares of the Funds on a best
efforts basis as agent for the Company during the term of this
Agreement, upon the terms and at the current offering price (plus
sales charge, if any) described in the Prospectus. As used in this
Agreement, the term "Prospectus" shall mean the current
prospectus, including the statement of additional information, as
amended or supplemented, relating to the Funds and included in the
currently effective registration statement or post-effective
amendment thereto (the
"Registration Statement") of the Company under the Securities Act
of 1933 (the "1933 Act") and the 0000 Xxx.
B. During the continuous public offering of Shares of the Funds, the
Distributor, in connection with the Transfer Agent, will hold
itself available to receive orders, satisfactory to the
Distributor, for the purchase of Shares of the Funds and will
accept such orders on behalf of the Company. Such purchase orders
shall be deemed effective at the time and in the manner set forth
in the Prospectus.
C. The Distributor, with the operational assistance of the Company's
transfer agent, shall make Shares available for sale and
redemption through the National Securities Clearing Corporation's
Fund/SERV System.
D. In connection with all matters relating to this Agreement, the
Distributor agrees to comply with the requirements of the 1933
Act, the 1934 Act, the 1940 Act, the regulations of the NASD and
all other applicable federal or state laws and regulations. The
Distributor acknowledges and agrees that it is not authorized to
provide any information or make any representations other than as
contained in the Prospectus and any sales literature specifically
approved by the Company and the Distributor.
E. The Distributor agrees to cooperate with the Company or its agent
in the development of all proposed advertisements and sales
literature relating to the Funds. The Distributor agrees to review
all proposed advertisements and sales literature for compliance
with applicable laws and regulations, and shall file with
appropriate regulators, those advertisements and sales literature
it believes are in compliance with such laws and regulations. The
Distributor agrees to furnish to the Company any comments provided
by regulators with respect to such materials and to use its best
efforts to obtain the approval of the regulators to such
materials.
F. The Distributor, at its sole discretion, may repurchase Shares
offered for sale by shareholders of the Funds. Repurchase of
Shares by the Distributor shall be at the price determined in
accordance with, and in the manner set forth in, the current
Prospectus. At the end of each business day, the Distributor shall
notify, by any appropriate means, the Company and its transfer
agent of the orders for repurchase of Shares received by the
Distributor since the last report, the amount to be paid for such
Shares and the identity of the shareholders offering Shares for
repurchase. The Company reserves the right to suspend such
repurchase right upon written notice to the Distributor. The
Distributor further agrees to act as agent for the Company to
receive and transmit promptly to the Company's transfer agent,
shareholder requests for redemption of Shares.
G. The Distributor may, in its discretion, enter into agreements with
such qualified broker-dealers as it may select, in order that such
broker-dealers also may sell Shares of the Funds. The form of any
dealer agreement shall be mutually agreed upon and approved by the
Company and the Distributor. The Distributor may pay a portion of
any applicable sales charge, or allow a discount to a selling
broker-dealer, as described in the Prospectus or, if not so
described, as agreed upon with the broker-dealer. The Distributor
shall include in the forms of agreement with selling
broker-dealers a provision for the forfeiture by them of their
sales charge or discount with respect to
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Shares sold by them and redeemed, repurchased or tendered for
redemption within seven (7) business days after the date of
confirmation of such purchases.
H. The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be
reasonably requested by the Board, including reports regarding the
use of 12b-1 payments received by the Distributor, if any.
I. The services furnished by the Distributor hereunder are not to be
deemed exclusive and the Distributor shall be free to furnish
similar services to others so long as its services under this
Agreement are not impaired thereby. The Company recognizes that
from time to time, officers and employees of the Distributor may
serve as directors, trustees, officers and employees of other
entities (including investment companies), that such other
entities may include the name of the Distributor as part of their
name and that the Distributor or its affiliates may enter into
distribution, administration, fund accounting, transfer agent or
other agreements with such other entities.
3. DUTIES AND REPRESENTATIONS OF THE COMPANY
A. The Company represents that it is duly organized and in good
standing under the law of its jurisdiction of organization and is
registered as an open-end management investment company under the
1940 Act. The Company agrees that it will act in material
conformity with its Articles of Incorporation, its By-Laws, its
Registration Statement, as may be amended from time to time, and
the resolutions and other instructions of its Board. The Company
agrees to comply in all material respects with the 1933 Act, the
1940 Act and all other applicable federal and state laws and
regulations. The Company represents and warrants that this
Agreement has been duly authorized by all necessary action by the
Company under the 1940 Act, state law and the Company's Articles
of Incorporation and By-Laws.
B. The Company, or its agent, shall take or cause to be taken, all
necessary action to register Shares of the Funds under the 1933
Act and to maintain an effective Registration Statement for such
Shares in order to permit the sale of Shares as herein
contemplated. The Company authorizes the Distributor to use the
Prospectus, in the form furnished to the Distributor from time to
time, in connection with the sale of Shares.
C. The Company represents and agrees that all Shares to be sold by
it, including those offered under this Agreement, are validly
authorized and, when issued in accordance with the description in
the Prospectus, will be fully paid and nonassessable. The Company
further agrees that it shall have the right to suspend the sale of
Shares of any Fund at any time in response to conditions in the
securities markets or otherwise, and to suspend the redemption of
Shares of any Fund at any time as permitted by the 1940 Act or the
rules of the Securities and Exchange Commission ("SEC"), including
any and all applicable interpretation of such by the staff of the
SEC. The Company shall advise the Distributor promptly of any such
determination.
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D. The Company agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by
the SEC or its staff relating to the Funds, including
requests by the SEC for amendments to the Registration
Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order
suspending the effectiveness of the Registration Statement
then in effect or the initiation of any proceeding for that
purpose;
(iii) of the happening of any event which makes untrue any
statement of a material fact made in the Prospectus or
which requires the making of a change in such Prospectus in
order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any
amendments to any Registration Statement or Prospectus,
which may from time to time be filed with the SEC.
E. The Company shall file such reports and other documents as may be
required under applicable federal and state laws and regulations.
The Company shall notify the Distributor in writing of the states
in which the Shares may be sold and shall notify the Distributor
in writing of any changes to such information.
F. The Company agrees to file from time to time, such amendments to
its Registration Statement and Prospectus as may be necessary in
order that its Registration Statement and Prospectus will not
contain any untrue statement of material fact or omit to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading.
G. The Company shall fully cooperate in the efforts of the
Distributor to sell and arrange for the sale of Shares and shall
make available to the Distributor a statement of each computation
of net asset value. In addition, the Company shall keep the
Distributor fully informed of its affairs and shall provide to the
Distributor, from time to time, copies of all information,
financial statements and other papers that the Distributor may
reasonably request for use in connection with the distribution of
Shares, including without limitation, certified copies of any
financial statements prepared for the Company by its independent
public accountants and such reasonable number of copies of the
most current Prospectus, statement of additional information and
annual and interim reports to shareholders as the Distributor may
request. The Company shall forward a copy of any SEC filings,
including the Registration Statement, to the Distributor within
one business day of any such filings. The Company represents that
it will not use or authorize the use of any advertising or sales
material unless and until such materials have been approved and
authorized for use by the Distributor. Nothing in this Agreement
shall require the sharing or provision of materials protected by
privilege or limitation of disclosure, including any applicable
attorney-client privilege or trade secret materials.
H. The Company represents and warrants that its Registration
Statement and any advertisements and sales literature prepared by
the Company or its agent (excluding statements relating to the
Distributor and the services it provides that are based upon
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written information furnished by the Distributor expressly for
inclusion therein) shall not contain any untrue statement of
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, and that all statements or information furnished to
the Distributor pursuant to this Agreement shall be true and
correct in all material respects.
4. DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR
A. The Distributor represents that it is duly organized and in good
standing under the law of its jurisdiction of organization, is
registered as a broker-dealer under the 1934 Act and is a member
in good standing of the NASD. The Distributor agrees that it will
act in material conformity with its Articles of Organization and
its By-Laws, as may be amended from time to time. The Distributor
agrees to comply in all material respects with the 1933 Act, the
1934 Act, the 1940 Act, and all other applicable federal and state
laws and regulations. The Distributor represents and warrants that
this Agreement has been duly authorized by all necessary action by
the Distributor under the Distributor's Articles of Organization
and By-Laws.
B. The Distributor agrees to advise the Company promptly in writing
of the initiation of any proceedings against it by the SEC or its
staff, the NASD or any state regulatory authority.
5. COMPENSATION
As compensation for the services performed and the expenses assumed by
Distributor under this Agreement including, but not limited to, any commissions
paid for sales of Shares, Distributor shall be entitled to the fees and expenses
set forth in Exhibit B hereto (as amended from time to time), which are payable
promptly after the last day of each month.
6. EXPENSES
A. The Company or the Fund shall bear all costs and expenses in
connection with the registration of its Shares with the SEC and its related
compliance with state securities laws, as well as all costs and expenses in
connection with the offering of the Shares and communications with shareholders
of its Funds, including but not limited to: (i) fees and disbursements of its
counsel and independent public accountants; (ii) costs and expenses of the
preparation, filing, printing and mailing of Registration Statements and
Prospectuses and amendments thereto, as well as related advertising and sales
literature; (iii) costs and expenses of the preparation, printing and mailing of
annual and interim reports, proxy materials and other communications to
shareholders of the Funds; and (iv) fees required in connection with the offer
and sale of Shares in such jurisdictions as shall be selected by the Company
pursuant to Section 3(E) hereof.
B. The Distributor shall bear the expenses of registration or
qualification of the Distributor as a dealer or broker under federal or state
laws and the expenses of continuing such registration or qualification. The
Distributor does not assume responsibility for any expenses not expressly
assumed hereunder.
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7. INDEMNIFICATION
A. The Company shall indemnify, defend and hold the Distributor and
each of its present or former members, officers, employees,
representatives and any person who controls or previously
controlled the Distributor within the meaning of Section 15 of the
1933 Act, free and harmless from and against any and all losses,
claims, demands, liabilities, damages and expenses (including the
costs of investigating or defending any alleged losses, claims,
demands, liabilities, damages or expenses and any reasonable
counsel fees incurred in connection therewith) (collectively,
"Losses") that the Distributor, each of its present and former
members, officers, employees or representatives or any such
controlling person, may incur under the 1933 Act, the 1934 Act,
any other statute (including Blue Sky laws) or any rule or
regulation thereunder, or under common law or otherwise, arising
out of or based upon any untrue statement, or alleged untrue
statement of a material fact contained in the Registration
Statement or any Prospectus, as from time to time amended or
supplemented, or in any annual or interim report to shareholders,
or in any advertisements or sales literature prepared by the
Company or its agent, or arising out of or based upon any
omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or based upon the Company's failure to
comply with the terms of this Agreement or applicable law;
provided, however, that the Company's obligation to indemnify the
Distributor and any of the foregoing indemnitees shall not be
deemed to cover any Losses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
the Registration Statement, Prospectus, annual or interim report,
or any such advertisement or sales literature in reliance upon and
in conformity with information relating to the Distributor and
furnished to the Company or its counsel by the Distributor in
writing and acknowledging the purpose of its use for the purpose
of, and used in, the preparation thereof. The Company's agreement
to indemnify the Distributor, and any of the foregoing
indemnitees, as the case may be, with respect to any action, is
expressly conditioned upon the Company being notified of such
action or claim of loss brought against the Distributor, or any of
the foregoing indemnitees, 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 person, unless the failure to give notice does not
prejudice the Company. Such notification shall be given by letter
or by telegram addressed to the Company's President, but the
failure so to notify the Company of any such action shall not
relieve the Company from any liability which the Company may have
to the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of the Company's indemnity
agreement contained in this Section 7(A).
B. The Company shall 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 Losses, but if the Company elects to
assume the defense, such defense shall be conducted by counsel
chosen by the Company and approved by the Distributor, which
approval shall not be unreasonably withheld. In the event the
Company elects to assume the defense of any such suit and retain
such counsel, the indemnified defendant or defendants in such suit
shall bear the reasonable fees and expenses of any additional
counsel retained by them. If the Company does not elect to assume
the defense of any such suit, or in case the Distributor does not,
in the exercise of reasonable judgment, approve of counsel chosen
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by the Company, or if under prevailing law or legal codes of
ethics, the same counsel cannot effectively represent the
interests of both the Company and the Distributor, and each of its
present or former members, officers, employees, representatives or
any controlling person, the Company will reimburse the indemnified
person or persons named as defendant or defendants in such suit,
for the reasonable fees and expenses of any counsel retained by
Distributor and them. The Company's indemnification agreement
contained in Sections 7(A) and 7(B) herein shall remain operative
and in full force and effect regardless of any investigation made
by or on behalf of the Distributor, and each of its present or
former members, officers, employees, representatives or any
controlling person, and shall survive the delivery of any Shares
and the termination of this Agreement. This agreement of indemnity
will inure exclusively to the Distributor's benefit, to the
benefit of each of its present or former members, officers,
employees or representatives or to the benefit of any controlling
persons and their successors. The Company agrees promptly to
notify the Distributor of the commencement of any litigation or
proceedings against the Company or any of its officers or
directors in connection with the issue and sale of any of the
Shares.
C. The Company shall advance attorneys' fees and other expenses
incurred by any person in defending any claim, demand, action or
suit which is the subject of a claim for indemnification pursuant
to this Section 7 to the maximum extent permissible under
applicable law.
D. The Distributor shall indemnify, defend and hold the Company and
each of its present or former directors, officers, employees,
representatives and any person who controls or previously
controlled the Company within the meaning of Section 15 of the
1933 Act, free and harmless from and against any and all Losses
that the Company, each of its present or former directors,
officers, employees, representatives, or any such controlling
person may incur under the 1933 Act, the 1934 Act, any other
statute (including Blue Sky laws) or any rule or regulation
thereunder, or under common law or otherwise, arising out of or
based upon any untrue, or alleged untrue, statement of a material
fact contained in the Company's Registration Statement or any
Prospectus, as from time to time amended or supplemented, or
arising out of or based upon Distributor's failure to comply with
the terms of this Agreement or applicable law, or the omission, or
alleged omission, to state therein a material fact required to be
stated therein or necessary to make the statement not misleading,
but only if such statement or omission was made in reliance upon,
and in conformity with, written information relating to the
Distributor and furnished to the Company or its counsel by the
Distributor for the purpose of, and used in, the preparation
thereof. The Distributor's agreement to indemnify the Company, and
any of the foregoing indemnitees, is expressly conditioned upon
the Distributor being notified of any action or claim of loss
brought against the Company, and any of the foregoing indemnitees,
such notification to be given by letter or telegram addressed to
the Distributor's President, 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 Company or
such person unless the failure to give notice does not prejudice
the Distributor, but the failure so to notify the Distributor of
any such action shall not relieve the Distributor from any
liability which the Distributor may have to the person against
whom such action is brought by reason of any such untrue, or
alleged untrue, statement or omission, otherwise than on account
of the Distributor's indemnity agreement contained in this Section
7(D).
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E. The Distributor shall 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 loss, claim, demand,
liability, damage or expense, but if the Distributor elects to
assume the defense, such defense shall be conducted by counsel
chosen by the Distributor and approved by the Company, which
approval shall not be unreasonably withheld. In the event the
Distributor elects to assume the defense of any such suit and
retain such counsel, the indemnified defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by them. If the Distributor does not elect to
assume the defense of any such suit, or in case the Company does
not, in the exercise of reasonable judgment, approve of counsel
chosen by the Distributor, or reasonable fees and expenses of any
if under prevailing law or legal codes of ethics, the same counsel
cannot effectively represent the interests of both the Company and
the Distributor, and each of its present or former members,
officers, employees, representatives or any controlling person,
the Distributor will reimburse the indemnified person or persons
named as defendant or defendants in such suit, for the counsel
retained by the Company and them. The Distributor's
indemnification agreement contained in Sections 7(D) and 7(E)
herein shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the
Company, and each of its present or former directors, officers,
employees, representatives or any controlling person, and shall
survive the delivery of any Shares and the termination of this
Agreement. This Agreement of indemnity will inure exclusively to
the Company's benefit, to the benefit of each of its present or
former directors, officers, employees or representatives or to the
benefit of any controlling persons and their successors. The
Distributor agrees promptly to notify the Company of the
commencement of any litigation or proceedings against the
Distributor or any of its officers or directors in connection with
the issue and sale of any of the Shares.
F. No person shall be obligated to provide indemnification under this
Section 6 if such indemnification would be impermissible under the
1940 Act, the 1933 Act, the 1934 Act or the rules of the NASD;
PROVIDED, HOWEVER, in such event indemnification shall be provided
under this Section 7 to the maximum extent so permissible. The
provisions of this Section 7 shall survive the termination of this
Agreement.
8. OBLIGATIONS OF THE COMPANY
This Agreement is executed by and on behalf of the Company and the
obligations of the Company hereunder are not binding upon any of the directors,
officers or shareholders of the Company individually, but are binding only upon
the Company and with respect to the Funds to which such obligations pertain.
9. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin, without regard to conflicts of law principles. To the extent
that the applicable laws of the State of Wisconsin, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control, and nothing herein shall be construed in a manner inconsistent
with the 1940 Act or any rule or order of the SEC thereunder.
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10. DURATION AND TERMINATION
A. This Agreement shall become effective with respect to each Fund
listed on Exhibit A hereof as of the date hereof and, with respect
to each Fund not in existence on that date, on the date an
amendment to Exhibit A to this Agreement relating to that Fund is
executed. Unless sooner terminated as provided herein, this
Agreement shall continue in effect for two (2) years from the date
hereof. Thereafter, if not terminated, this Agreement shall
continue in effect automatically as to each Fund for successive
one-year periods, provided such continuance is specifically
approved at least annually by: (i) the Company's Board; or (ii)
the vote of a "majority of the outstanding voting securities" of a
Fund, and provided that in either event, the continuance is also
approved by a majority of the Company's Board who are not
"interested persons" of any party to this Agreement, by a vote
cast in person at a meeting called for the purpose of voting on
such approval.
B. Notwithstanding the foregoing, this Agreement may be terminated,
without the payment of any penalty, with respect to a particular
Fund: (i) through a failure to renew this Agreement at the end of
a term, (ii) upon mutual consent of the parties; or (iii) upon no
less than sixty (60) days' written notice, by either the Company
upon the vote of a majority of the members of its Board who are
not "interested persons" of the Company and have no direct or
indirect financial interest in the operation of this Agreement or
by vote of a "majority of the outstanding voting securities" of a
Fund, or by the Distributor. The terms of this Agreement shall not
be waived, altered, modified, amended or supplemented in any
manner whatsoever except by a written instrument signed by the
Distributor and the Company. If required under the 1940 Act, any
such amendment must be approved by the Company's Board, including
a majority of the Company's Board who are not "interested persons"
of any party to this Agreement, by a vote cast in person at a
meeting for the purpose of voting on such amendment. In the event
that such amendment affects the Advisor, the written instrument
shall also be signed by the Advisor. This Agreement will
automatically terminate in the event of its assignment.
C. Sections 7, 9, 11 and 12 shall survive termination of this
Agreement.
11. CONFIDENTIALITY
The Distributor agrees on behalf of its employees to treat all records
relative to the Company and prior, present or potential shareholders of the
Company as confidential, and not to use such records for any purpose other than
performance of the Distributor's responsibilities and duties under this
Agreement, except after notification and prior approval by the Company, which
approval shall not be unreasonably withheld, and may not be withheld where the
Distributor may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or investigation,
or when so requested by the Company. Records and information that have become
known to the public through no wrongful act of the Distributor or any of its
employees, agents or representatives shall not be subject to this paragraph.
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In accordance with Regulation S-P, the Distributor will not disclose any
non-public personal information, as defined in Regulation S-P, received from the
Company or any Fund regarding any Fund shareholder; provided, however, that the
Distributor may disclose such information to any party as necessary in the
ordinary course of business to carry out the purposes for which such information
was disclosed to the Distributor, or as may be required by law. The Distributor
agrees to use reasonable precautions to protect and prevent the unintentional
disclosure of such non-public personal information.
12. ANTI-MONEY LAUNDERING PROGRAM
The Distributor represents and warrants that it: (i) has adopted an
anti-money laundering compliance program ("AML Program") that satisfies the
requirements of all applicable laws and regulations; (ii) undertakes to carry
out its AML Program to the best of its ability; and (iii) will promptly notify
the Company and the Advisor if an inspection by the appropriate regulatory
authorities of its AML Program identifies any material deficiency, and (vi) will
promptly remedy any material deficiency of which it learns.
13. MISCELLANEOUS
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. Any provision of this Agreement which may
be determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person," and "assignment" shall have the same meaning as such terms
have in the 1940 Act.
14. NOTICES
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three (3) days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other parties'
respective addresses as set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
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notice to the Company shall be sent to:
Xxxxxx Xxxx Global Equity Fund, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
and notice to the Advisor shall be sent to:
Xxxxxx Xxxx Investment Management Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.
XXXXXX XXXX GLOBAL EQUITY FUND, INC. QUASAR DISTRIBUTORS, LLC
By: ______________________________ By: ______________________________
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxxxx
Title: President Title: President
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EXHIBIT A
TO THE
DISTRIBUTION AGREEMENT
FUND NAMES
XXXXXX XXXX GLOBAL EQUITY FUND, INC.
12
EXHIBIT B
EXHIBIT B
TO THE
DISTRIBUTION AGREEMENT
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QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES
ANNUAL FEE SCHEDULE
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BASIC DISTRIBUTION SERVICES PER FUND COMPLEX*
o $65,000 flat fee to include 12 standard, non-expedited NASD reviews/filing
per year (an initial $1,800 credit).
o Minimum annual fee: waived for the Global Equity Fund for the first 6 months
ADVERTISING COMPLIANCE REVIEW/NASD FILINGS
o $150 per job for the first 10 pages (minutes if tape or video); $20 per page
(minute if tape or video) thereafter, 2 day turnaround
o NON-NASD FILED MATERIALS, E.G. INTERNAL USE ONLY MATERIALS
$100 per job for the first 10 pages (minutes if tape or video); $20 per page
(minutes if tape or video) thereafter, 2 day turnaround
o NASD EXPEDITED SERVICE FOR 3 DAY TURNAROUND FROM THE NASD AFTER QUASAR'S
SAME-DAY REVIEW
$1,000 for the first 10 pages (minutes if audio or video); $25 per page
(minute if audio or video) thereafter. (Comments are faxed. The NASD may not
accept an expedited request.)
LICENSING OF INVESTMENT ADVISOR'S STAFF (IF DESIRED)
o $900 per year per registered representative ("RR"), for 3 individuals or
less.
o $2,000 per year per registered representative beyond the first 3
individuals.
o Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24, 26,
27, 63, 66
o Plus all associated NASD and State fees for Registered Representatives,
including license and renewal fees.
FUND FACT SHEETS
o Design - $1,000 per fact sheet, includes first production
o Production - $500.00 per fact sheet per production period
o All printing costs are out-of-pocket expenses, and in addition to the design
fee and production fee.
OUT-OF-POCKET EXPENSES
Reasonable out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
o typesetting, printing and distribution of Prospectuses and shareholder
reports
o production, printing, distribution and placement of advertising and sales
literature and materials
o engagement of designers, free-xxxxx writers and public relations firms
o long-distance telephone lines, services and charges
o postage
o overnight delivery charges
o NASD registration fees (NASD advertising filing fees are included in
Advertising Compliance Review section above)
o record retention
o travel, lodging and meals
Fees are billed monthly and invoices are sent to the Company:
c/o Investors Bank &Trust
Attn: Xxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000.
* Subject to CPI increase, Milwaukee MSA.
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