MEESCHAERT GOLD AND CURRENCY TRUST
Distributor's Contract
Contract dated as of 17 November, 1989 between MEESCHAERT GOLD AND
CURRENCY TRUST, a Massachusetts business trust (hereinafter called the
"Trust") and MEESCHAERT & CO., INC., an Illinois corporation (hereinafter
called the "Distributor").
W I T N E S S E T H:
1. Appointment of Trust Distributor
The Trust hereby appoints the Distributor as a distributor pursuant to the
terms of the Plan of Distribution (the "Plan") adopted by the Trust pursuant to
Rule 12b-1 under the Investment Company Act of 1940, and a distributor and agent
of the Trust to sell shares of beneficial interest of the Trust during the term
of this Contract.
2. Sale through Distributor of Shares of the Trust
The Trust hereby agrees to sell through the Distributor as its agent, from
time to time during the term of this Contract, shares of beneficial interest
(either original issue or treasury stock in the discretion of the Trust) for the
basic retail price, which basic retail price shall be the public offering price
as from time to time stated in the current prospectus of the Trust. Such sales
shall be made only on the terms and conditions stated in the current prospectus
of the Trust.
3. Distributor's Commissions
On all sales of shares of beneficial interest, the Trust shall receive the
current net asset value and the Distributor shall be entitled to receive the
commissions provided under the Plan (12b-1 commissions") and as set forth in the
then current prospectus of the Trust. The Distributor may reallow all or a part
of the 12b-1 commissions to such of its representatives, or to such brokers or
dealers, as the Distributor may determine. (The term, "net asset value", as used
herein, means said value as determined from time to time by the Board of
Trustees, Executive Committee, or certain officers of the Trust in the manner
provided in the Trust's Declaration of Trust or By-Laws as from time to time
amended.)
4. Reduction of Retail Price in Certain Cases
It is the intention of the parties that the price of shares of beneficial
interest for all sales through the Distributor (other than to its dealers) and
for all sales through the Distributor's dealers, shall be the basic retail price
herein provided, except that other retail or public offering prices (in no case,
however, lower than the "net asset value" of the shares) may apply to specified
sales of shares, as may be agreed upon between the Distributor and the Trust
from time to time. On sales at such other prices, the commission payable to the
Distributor shall be the difference between the public offering price and the
"net asset value."
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5. Trust to Supply Net Asset Value
The "net asset value" of shares of beneficial interest is determined as of
12:00 Noon on the New York Stock Exchange on each business day on which the New
York Stock Exchange is open and, at the option of the Trust, may be determined
at more frequent intervals during Exchange trading hours. The Trust agrees to
give to the Distributor notice of each "net asset value" so determined, such
"net asset value" (and the related public offering price) to be effective for
sale of Trust shares pursuant to orders received prior to the determination
thereof (and subsequent to the next preceding determination of "net asset
value") by the Distributor, or by a dealer, provided that the dealer
communicates the order to the Distributor prior to 1:00 P.M. Boston time on the
date of the determination of such "net asset value" or prior to the time as of
which the "net asset value" is next determined, whichever occurs first. The
Trust may at any time withdraw all offerings by notice to the Distributor.
6. Delivery of Certificates
In connection with sales of shares of beneficial interest through the
Distributor pursuant to paragraphs 2 to 4 inclusive above, the Trust will
deliver shares in such names and denominations as the Distributor shall from
time to time direct, such deliveries, however, to be made only upon receipt by
the Trust of the net sale price of the shares involved.
7. Distributor to Use Best Efforts to Sell
The Distributor hereby agrees to use its best efforts to find purchasers
who shall purchase such shares through the Distributor. The Distributor does not
undertake hereby to sell any specific number of shares of beneficial interest.
8. Distributor Not Agent of Trust in Respect of Dealers; Repurchases
In making agreements with its dealers or others, the Distributor shall act
only in its own behalf as principal and in no sense as agent for the Trust and
shall be agent for the Trust only in respect of sales and repurchases of Trust
shares.
The Distributor agrees to maintain a bid for and to repurchase shares of
the Trust, as agent for the Trust, at prices prescribed by the Trust from time
to time, if so requested by the Trust.
9. Issue or Sale of Shares by Trust to Shareholders
Nothing herein shall prevent the Trust from issuing, or issuing and
selling, or transferring or selling, shares of beneficial interest, whether
treasury or newly issued shares, at any time to its stockholders as stock
dividends, or for not less than "net asset value."
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10. Allocation of Expense
The Trust agrees to execute such papers and do such acts and things as
shall from time to time be reasonably requested by the Distributor for the
purpose of registering or qualifying the shares of beneficial interest for sale
under the federal securities laws and the securities laws of any state or other
jurisdiction in which the Distributor may wish to arrange for the sale of the
same or for registering the same or the Trust under the Federal Securities Act
of 1933, the Investment Company Act of l940 and the securities laws of any State
or other jurisdiction. The expense of such federal and other registrations and
qualifications, the expenses of other reports and acts required by and under the
Federal Securities Act of 1933 and the Investment Company Act of l940 and the
securities laws of States and other jurisdictions and all expenses in connection
with any issue of stock shall be borne by the Trust, and expenses of preparing,
printing and distributing advertising and sales literature shall be paid by the
Distributor.
11. Effective Period and Termination of this Contract
Unless sooner terminated or continued as provided below, the term of this
Contract shall begin on the date hereof and expire on , 1992. This Contract
shall continue in effect after said term if its continuance is specifically
approved by a vote of a majority of the outstanding voting securities of the
Trust, and by a majority of the l2b-1 Trustees referred to in the Plan ("Plan
l2b-1 Trustees") at least annually in accordance with the l940 Act and the rules
and regulations thereunder. This Contract may be terminated at any time, without
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Trust or by a vote of a majority of the Rule l2b-1 Trustees on
not more than sixty days prior written notice to the Distributor; and on ninety
days prior written notice to the Trust this Contract may be terminated at any
time by the Distributor, without payment of any penalty. This Contract shall
automatically terminate upon its assignment (as that term is defined in the
Investment Company Act of l940); and this Contract may be amended only if (1)
the amendment is approved by the Trustees and (2) the terms of the amendment
have been approved by the vote of a majority of the l2b-1 Trustees cast in
person at a meeting called for the purpose of voting on such approval. Any
notice under this Contract shall be given in writing, addressed and delivered,
or mailed prepaid, to the other party at any office of such party. A "majority
of the outstanding voting securities of the Trust" shall have, for all purposes
of this Contract, the meaning provided therefore in the l940 Act.
IN WITNESS WHEREOF, Meeschaert Capital Accumulation Trust and Meeschaert &
Co., Inc. have each caused this instrument to be signed in several counterparts,
each of which shall be an original and which together shall constitute one and
the same contract, by an officer or officers thereunto duly authorized, the day
and year first above written.
MEESCHAERT GOLD AND CURRENCY TRUST
Attest: By: /S/▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
President
Secretary
MEESCHAERT & CO., INC.
Attest: By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
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MEESCHAERT & CO., INC
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(▇▇▇) ▇▇▇-▇▇▇▇
Dealer No.
Effective Date
Dealer: Please indicate Exchange Membership(s), if any.
GENTLEMEN;
Meeschaert & Co., Inc. ("the Company"), Distributor, invites you to
participate in the distribution of shares of Meeschaert Gold and Currency
Trust (the "Trust"), subject to the following terms:
1. In the distribution and sale of shares, you shall not have authority to
act as agent for the Trust, the Company or any other dealer in any respect in
such transactions. All orders are subject to acceptance by us and become
effective only upon confirmation by us. The Company reserves the unqualified
right not to accept any specific order for the purchase or exchange of shares.
2. You will offer and sell shares of the Trust only at their respective net
asset values in accordance with the terms and conditions of a current prospectus
of the Trust. Orders for the purchase or repurchase of shares accepted by you
prior to 12:00 noon placed with us the same day prior to 1:00 noon that business
day. You agree to place orders for shares only with us and at such price. You
further agree to confirm the transaction with your customer at the price
confirmed in writing by us. In the event of difference between verbal and
written price confirmations, the written confirmations shall be considered
final. Prices of the Trust's shares are computed by and are subject to
withdrawal by the Trust in accordance with its current prospectus.
You agree to place orders with us only through your central order
department unless we accept your written Power of Attorney authorizing others to
place orders on your behalf.
3. So long as this agreement remains in effect, we will pay you commissions
on sales of shares of the Trust at the rate of 4% of the net asset value of each
sale, which rate may be modified from time to time by us without prior notice,
and such continuing maintenance fees as we may notify you of from time to time.
You shall have no vested right to receive any continuing maintenance fees, other
fees, or other commissions which we may elect to pay to you from time to time on
shares previously sold by you. You agree not to share or rebate any portion of
such commissions or to otherwise grant any concessions, discounts or other
allowances to any person who is not a broker or dealer actually engaged in the
investment banking or securities business. You will receive commissions in
accordance with the attached Schedule of Commissions on all purchase
transactions in shareholder accounts (excluding reinvestment of income dividends
and capital gains distributions) for which you are designated as Dealer of
Record except where we determine that any such purchase was made with the
proceeds of a redemption or repurchase of shares of the Trust. Commissions will
be paid to you monthly, less a $5.00 monthly statement charge.
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You hereby authorize us to act as your agent in connection with all
transactions in shareholder accounts in which you are designated as Dealer of
Record. All designations of Dealer of Record and all authorizations of the
Company to act as your Agent shall cease upon the termination of this Agreement
or upon the shareholder's instructions to transfer his or her account to another
Dealer of Record.
4. Payment for all shares purchased from us shall be made to the Company and
shall be received by the Company within ten business days after the acceptance
of your order or such shorter time as may be required by law. If such payment is
not received by us, we reserve the right, without notice, forthwith to cancel
the sale, or, at our option, to sell the shares of the Trust ordered by you back
to the Trust, in which latter case we may hold you responsible for any loss,
including loss of profit, suffered by us or by the Trust resulting from your
failure to make payment aforesaid.
5. You agree to purchase shares of the Trust only from us or from your
customers. If you purchase shares from us, you agree that all such purchases
shall be made only to cover orders already received by you from your customers,
or for your own bonafide investment without a view to resale. If you purchase
shares from your customers, you agree to pay such customers the applicable net
asset value per share less any contingent deferred sales charge that would be
applicable if such shares were then tendered for redemption in accordance with
the then current applicable prospectus ("repurchase price").
6. You shall sell shares only --
(a) to your clients at the prices described in paragraph 2 above; or
(b) to us as agent for the Trust at the repurchase price. In such a
sale to us, you may act either as principal for your own account or as agent for
your customer. If you act as principal for your own account in purchasing shares
for resale to us, you agree to pay your customer not less than nor more than the
repurchase price which you receive from us. If you act as agent for your
customer in selling shares to us, you agree not to charge your customer more
than a fair commission for handling the transaction.
7. You shall not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholding.
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8. We will not accept from you any conditional orders for shares.
9. If any shares sold to you under the terms of this agreement are
repurchased by the Trust, or are tendered for redemption, within seven business
days after the date of our confirmation of the original purchase by you, it is
agreed that you shall forfeit your right to any commissions on such sales even
though the shareholder may be charged a contingent deferred sales charge by the
Trust.
We will notify you of any such repurchase or redemption within the next ten
business days after the date on which the certificate or written request for
redemption is delivered to us or to the Trust, and you shall forthwith refund to
us the full amount of any commission you received on such sale. We agree, in the
event of any such repurchase or redemption, to refund to the Trust any
commission we retained on such sale and upon receipt from you of the commissions
paid to you to pay such commissions forthwith to the Trust.
l0. Shares sold to you hereunder shall not be issued in certificate form or
otherwise until payment has been received by the Trust. If transfer instructions
are not received from you within 15 days after our acceptance of your order, the
Company reserves the right to instruct the transfer agent for the Trust to
register a certificate for the shares sold to you in your name and forward such
certificate to you. You agree to hold harmless and indemnify the Company, the
Trust and its transfer agent for any loss or expense resulting from such
registration.
11. No person is authorized to make any representations concerning shares
of the Trust except those contained in the current prospectus and in sales
literature issued by us supplemental to such prospectus. In purchasing shares
from us you shall rely solely on the representations contained in the prospectus
and in such sales literature. We will furnish additional copies of the current
prospectus and such sales literature and other releases and information issued
by us in reasonable quantities upon request. You agree that you will in all
respects duly conform with all laws and regulations applicable to the sale of
shares of the Trust and will indemnify and hold harmless the Trust, its
Directors and officers and the Company from any damage or expenses on account of
any wrongful act by you, your representatives, agents or sub-agents in
connection with any orders or solicitation of orders of Trust shares by you,
your representatives, agents or sub-agents.
12. Each party hereto represents that it is a member of the National
Association of Securities Dealers, Inc. and agrees to notify the other should it
cease to be a member of such Association and agrees to the automatic termination
of this agreement at that time. It is further agreed that all rules or
regulations of said Association now in effect or hereafter adopted, which are
binding upon underwriters and dealers in the distribution of the securities of
open-end investment companies, shall be deemed to be a part of this agreement to
the same extent as if set forth in full herein.
13. You will not offer any shares of the Trust for sale in any State where
it is not qualified for sale under the Blue Sky Laws and regulations of such
State or where you are not qualified to act as a dealer, except for States in
which the Trust is exempt from qualification.
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14. This agreement supersedes and cancels any prior agreement with respect
to the sales of shares of the Trust underwritten by the Company, and the Company
reserves the right to amend this agreement at any time and from time to time or
to terminate the same at any time without prior notice.
l5. This agreement shall be effective upon acceptance by us in St.
Johnsbury, Vermont and all sales hereunder are to be made, and title to shares
of any Series shall pass, in St. Johnsbury.
This agreement is made in the State of Vermont and shall be interpreted in
accordance with the laws of Vermont.
16. All communications to the Company should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
SIGNED: ACCEPTED:
___________________________
Broker or Dealer Name St. Johnsbury, VT (USA) as of
___________________________
Street Address Meeschaert & Co., Inc.
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▇▇▇▇ ▇▇▇▇▇ Zip Code
___________________________ ________________________________
Authorized Signature Authorized Signature
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Gentlemen:
This Schedule of Commissions and Maintenance Fees is hereby made a part of
our Dealer Agreement with you ("Dealer Agreement") effective , 1992, for
Meeschaert Capital Accumulation Trust (the "Trust") and will remain in effect
until modified or rescinded by us:
1. Commissions
Except as otherwise provided for in our Dealer Agreement, we will pay you
commissions on sales of shares of the Trust at the rate of 4% of the aggregate
net asset value of such shares sold in each eligible sale. Such commission rate
may be modified by us from time to time without prior notice.
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