EXHIBIT 99(M4)
[CLASS N SELECTED DEALER AGREEMENT]
Dear Sirs:
As the principal underwriter of shares of certain registered investment
companies presently or hereafter managed, advised or administered by ▇▇▇▇▇▇▇
Partners, Inc., shares of which companies are distributed by us at their
respective net asset values plus sales charges as applicable and as described in
the current prospectuses and statements of additional information for such
registered investment companies, pursuant to our Distribution Agreements with
such companies (the "Funds"), we invite you to participate as a non-exclusive
agent in the distribution of shares of any and all of the Funds upon the
following terms and conditions:
1. You are to offer and sell such shares only at the public offering prices
which shall be currently in effect, in accordance with the terms of the
then current prospectuses and statements of additional information of the
Funds subject in each case to the delivery prior to or at the time of such
sales of the then current prospectus. You agree to act only as agent in
such transactions and nothing in this Agreement shall constitute either of
us the agent of the other or shall constitute you or the Fund the agent of
the other. In all transactions in these shares between you and us, we are
acting as agent for the Fund and not as principal. All orders are subject
to acceptance by us, and ultimately the Funds, and become effective only
upon confirmation by us. We reserve the right in our sole discretion and
the Funds reserve the right in their sole discretion to reject any order.
The minimum dollar purchase of shares of the Funds shall be the applicable
minimum amounts described in the then current prospectuses and statements
of additional information and no order for less than such amounts will be
accepted.
2. On each purchase of shares by you from us, the total sales charges and
discount to selected dealer, if any, shall be as stated in each Fund's then
current prospectus.
Such sales charges and discount to selected dealers are subject to
reductions under a variety of circumstances as described in each Fund's
then current prospectus and statement of additional information. To obtain
these reductions, we must be notified when the sale takes place which would
qualify for the reduced charge.
There is no sales charge or discount to selected dealers on the
reinvestment of any dividends or distributions.
3. All purchases of shares of a Fund made under any cumulative purchase
privilege as set forth in a Fund's then current effective Prospectus shall
be considered an individual transaction for the purpose of determining the
concession from the public offering price to which you are entitled as set
forth in paragraph 2 hereof.
4. As an authorized agent to sell shares, you agree to purchase shares of the
Funds only through us or from your customers. Purchases through us shall be
made only for your own investment purposes or for the purpose of covering
purchase orders already received from your customers, and we agree that we
will not place orders for the purchase of shares from a Fund except to
cover purchase orders already received by us. Purchases from your customers
shall be at a price not less than the net asset value quoted by each
such Fund at the time of such purchase. Nothing herein contained shall
prevent you from selling any shares of a Fund for the account of a record
holder to us or to such Fund at the net asset value quoted by us and
charging your customer a fair commission for handling the transaction.
5. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
6. You agree to sell shares of the Funds only (a) to your customers at the
public offering prices then in effect or (b) to us as agent for the Funds
or to each such Fund itself at the redemption price, as described in each
Fund's then current effective Prospectus.
7. Settlement shall be made promptly, but in no case later than the time
customary for such payments after our acceptance of the order or, if so
specified by you, we will make delivery by draft on you, the amount of
which draft you agree to pay on presentation to you. If payment is not so
received or made, the right is reserved forthwith to cancel the sale or at
our option to resell the shares to the applicable Fund, at the then
prevailing net asset value in which latter case you agree to be responsible
for any loss resulting to such Fund or to us from your failure to make
payment as aforesaid.
8. If any shares sold to you under the terms of this Agreement are repurchased
by a Fund or by us as agent, or for the account of that Fund or are
tendered to that Fund for purchase at liquidating value under the terms of
the Agreement and Declaration of Trust or other document governing such
Fund within seven (7) business days after the date of confirmation to you
of your original purchase order therefor, you agree to pay forthwith to us
the full amount of the concession allowed to you on the original sale and
we agree to pay such amount to the Fund when received by us. We shall
notify you of such repurchase within ten (10) days of the effective date of
such repurchase.
9. All sales will be subject to receipt of shares by us from the Funds. We
reserve the right in our discretion without notice to you to suspend sales
or withdraw the offering of shares entirely, or to modify or cancel this
Agreement. We will notify you promptly when we become aware that the Funds
have suspended sales or withdrawn their offering of shares.
10. From time to time during the term of this Agreement we may make payments to
you pursuant to one or more of the distribution and/or service plans
adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Act") in consideration of your furnishing
distribution and/or shareholder services hereunder with respect to each
such Fund (each, a "Plan," together, the "Plans"). We have no obligation to
make any such payments and you hereby wave any such payments until we
receive monies therefor from the Fund. Any such payments made pursuant to
this Section 10 shall be subject to the following terms and conditions:
(a) Any such payments shall be in such amounts as we may from time to time
advise you in writing but in any event not in excess of the amounts
permitted by the Plan in effect with respect to each particular Fund and
will be based on the dollar amount of Fund
shares which are owned of record by your firm as nominee for your customers
or which are owned by those customers of your firm whose records, as
maintained by the Funds or their agents, designate your firm as the
customer's dealer of record. Any such payments shall be in addition to the
selling concession, if any, allowed to you pursuant to this Agreement. No
such fee will be paid to you with respect to shares purchased by you and
redeemed by the funds or by us as agent within seven business days after
the dates of confirmation of such purchase.
(b) The provisions of this Section 10 relate to the Plan adopted by a
particular Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1, any
person authorized to direct the disposition of monies paid or payable by a
Fund pursuant to this Section 10 shall provide the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts so expended and the purposes for which such
expenditures were made. You agree to provide us with such information as
requested from time to time in order for us to fulfill our obligations
under this Agreement and under the Plans to provide the Board of Trustees
of the Funds with the required information on at least a quarterly basis.
(c) The provisions of this Section l0 applicable to each Fund shall remain
in effect for not more than a year and thereafter for successive annual
periods only so long as such continuance is specifically approved at least
annually in conformity with Rule 12b-1 and the Act. The provisions of this
Section 10 shall automatically terminate with respect to a particular Plan
in the event of the assignment (as defined by the Act) of this Agreement,
in the event such Plan terminates or is not continued or in the event this
Agreement terminates or ceases to remain in effect. In addition, the
provisions of this Section 10 may be terminated at any time, without
penalty, with respect to any particular Plan by you, by a majority of the
Board of Trustees of a Fund who are not interested persons of the Fund and
have no direct or indirect financial interest in the operation of the
particular Plan, or in any agreements related to the Plan, or by vote of a
majority of the outstanding voting securities of the Fund on not more than
60 days' nor less than 30 days' written notice delivered or mailed by
registered mail, postage prepaid, to the other party.
11. No person is authorized to make any representations concerning the Funds or
shares of the Funds except those contained in each Fund's then current
effective Prospectus or Statement of Additional Information and any such
information as may be released by a Fund as information supplemental to
such Prospectus or Statement of Additional Information. In purchasing
shares through us you shall rely solely on the representations contained in
each Fund's then current effective Prospectus or Statement of Additional
Information and supplemental information above-mentioned.
12. Additional copies of each such Prospectus or Statement of Additional
Information and any printed information issued as supplemental to each such
Prospectus or Statement of Additional Information will be supplied by us to
you in reasonable quantities upon request.
13. We, our affiliates and the Funds shall not be liable for any loss, expense,
damages, costs or other claim arising out of any redemption or exchange
pursuant to telephone instructions from any person or our refusal to
execute such instructions for any reason.
14. All communications to us shall be sent to us at Funds Distributor Inc., ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Any notice to you shall be
duly given if mailed or telegraphed to you at your address as registered
from time to time with the National Association of Securities Dealers, Inc.
15. This Agreement may be terminated upon written notice by either party at any
time, and shall automatically terminate upon its attempted assignment by
you, whether by operation of law or otherwise, or by us otherwise than by
operation of law.
16. By accepting this Agreement, you represent that you are registered as a
broker-dealer under the Securities Exchange Act of 1934, are qualified to
act as a dealer in the states or other jurisdictions where you transact
business, and are a member in good standing of the National Association of
Securities Dealers, Inc., and you agree that you will maintain such
registrations, qualifications, and membership in good standing and in full
force and effect throughout the term of this Agreement. You further agree
to comply with all applicable Federal laws, the laws of the states or other
jurisdictions concerned, and the rules and regulations promulgated
thereunder and with the Constitution, By-Laws and Rules of Fair Practice of
the National Association of Securities Dealers, Inc., and that you will not
offer or sell shares of the Funds in any state or jurisdiction where they
may not lawfully be offered and/or sold.
If you are offering and selling shares of the Funds in jurisdictions
outside the several states, territories, and possessions of the United
States and are not otherwise required to be registered, qualified, or a
member of the National Association of Securities Dealers, Inc., as set
forth above you, you nevertheless agree to observe the applicable laws of
the jurisdiction in which such offer and/or sale is made, to comply with
the full disclosure requirements of the Securities Act of 1933 and the
regulations promulgated thereunder, to conduct your business in accordance
with the spirit of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. You agree to indemnify and hold the Funds,
their investment advisor, and us harmless from loss or damage resulting
from any failure on your part to comply with applicable laws.
17. You agree to maintain records of all sales of shares made through you and
to furnish us with copies of each record on request.
18. This Agreement and all amendments to this Agreement shall take effect with
respect to and on the date of any orders placed by you after the date set
forth below or, as applicable, after the date of the notice of amendment
sent to you by the undersigned. Any amendment to this Agreement may be
made unilaterally by us upon written notification to you.