Exhibit 6(b)
DISTRIBUTION AGREEMENT
October 24, 1997
GE Investment Services Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This is to confirm that, in consideration of the agreements set out below, GE
Investments Funds, Inc., a corporation organized under the laws of the State of
Virginia (the "Company"), has agreed that GE Investment Services Inc. ("▇▇▇▇")
will be, for the period of this Agreement, the distributor of shares of
beneficial interest of each series of the Company (individually a "Fund" and
collectively the "Funds").
1. Services as Distributor.
1.1 ▇▇▇▇ agrees to solicit orders for the sale of shares of the Company and
to undertake advertising and promotion that it believes reasonable in connection
with the solicitation.
1.2 ▇▇▇▇ will act as agent for the distribution of shares of the Company
covered by, and in accordance with, the Company's Registration Statement on Form
N-1A then in effect under the Securities Act of 1933, as amended (the
"Securities Act"), the Registration Statement on Form N-1A, together with the
Prospectus (the "Prospectus") and statement of additional information (the
"Statement") included as part of the Registration Statement on Form N-1A, any
amendments to the Registration Statement on Form N-1A, and any supplements to,
or material incorporated by reference into the Prospectus or Statement, being
referred to collectively in this Agreement as the "Registration Statement."
1.3 All activities by ▇▇▇▇ as distributor of shares of the Company will
comply with all applicable laws, rules and regulations, including, without
limitation, all rules and regulations made or adopted pursuant to the Securities
Act or the Investment Company Act of 1940, as amended (the "1940 Act"), by the
Securities and Exchange Commission (the "Commission") or any securities
association registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
1.4 (a) ▇▇▇▇ will have the right to purchase from the Company the shares
needed, but not more than the shares needed (except for clerical errors in
transmission), to fill unconditional orders for shares placed through ▇▇▇▇. The
price that ▇▇▇▇ will pay for the shares so purchased from the Company will be
the current public offering price on which the orders were based, as described
in paragraph (b) of this Section 1.4.
(b) The public offering price of the shares of the Company will be the
net asset value determined as set forth in the Registration Statement, plus
any applicable sales charge.
(c) ▇▇▇▇ will have the right to enter into selected dealer agreements.
All dealers of Company shares will act in accordance with the Registration
Statement then in effect under the Securities Act. All activities by
dealers of Company shares will comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made
or adopted pursuant to the Securities Act and the 1940 Act by the
Commission or any securities association registered under the Exchange Act.
(d) The Company's transfer and dividend agent, or any other agent
designated in writing by the Company, will be promptly advised by ▇▇▇▇ of
all purchase orders for shares of the Company. The Company may cease, on
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the basis of market, economic or political conditions, or on the basis of
any other abnormal conditions, to accept any orders for Company shares or
continue to sell shares until the Directors deem it advisable to accept the
orders and to make the sales. The Company will promptly advise ▇▇▇▇ of the
determination to recommence accepting orders or selling shares. The Company
(or its agent) will confirm orders for shares upon their receipt, or in
accordance with any exemptive order of the Commission, and will make
appropriate book entries pursuant to the instructions of ▇▇▇▇. ▇▇▇▇ agrees
to cause payment for shares and instructions as to book entries to be
delivered promptly to the Company (or its agent).
1.5 The outstanding shares of the Company are subject to redemption as set
forth in the Company's Articles of Incorporation dated as of May 14, 1984, as
amended from time to time (the "Articles of Incorporation"), and in accordance
with the applicable provisions set forth in the Prospectus. The price to be paid
to redeem the shares will be equal to their net asset value, determined as set
forth in the Prospectus.
1.6 ▇▇▇▇ will provide one or more persons, during normal business hours, to
respond to telephone questions with respect to the Company.
1.7 The Company agrees, at its own expense, to execute any and all
documents, to furnish any and all information, and to take any other actions,
that may be reasonably necessary in connection with (a) registering shares under
the Securities Act to the extent necessary to have available for sale the number
of shares as may reasonably be expected to be purchased and (b) the
qualification and maintenance of the qualification of shares of the Company for
sale in such states as ▇▇▇▇ may designate, except that the Company will not be
obligated to execute a general consent to service of process in any state.
1.8 The Company will furnish ▇▇▇▇ from time to time, for use in connection
with the sale of shares of the Company such information with respect to the
Company and its shares as ▇▇▇▇ may reasonably request, all of which information
must be signed by one or more of the Company's duly authorized officers; and the
Company warrants that the statements contained in any such information, when so
signed by the Company's officers, will be true and correct. The Company will
also furnish ▇▇▇▇ upon request with: (a) financial statements of the Company or
any series of the Company audited at least annually by independent public
accountants regularly retained by the Company, (b) quarterly earnings statements
of the Company or any series of the Company prepared by the Company, (c) a
monthly itemized list of the securities in the portfolio of the Company or any
series of the Company, (d) monthly balance sheets with respect to the Company or
any series of the Company as soon as practicable after the end of each month and
(e) from time to time any additional information regarding the financial
condition of the Company or any series of the Company as ▇▇▇▇ may reasonably
request.
1.9 The Company represents to ▇▇▇▇ that the Registration Statement filed by
the Company with the Commission under the Securities Act has been carefully
prepared in conformity with the requirements of the Securities Act and the 1940
Act and the respective rules and regulations of the Commission thereunder. The
Company represents and warrants to ▇▇▇▇ that the Registration Statement, upon
its becoming effective, will contain all statements required to be stated
therein in conformity with the Securities Act and the rules and regulations of
the Commission thereunder; that all statements of fact contained in the
Registration Statement will be true and correct when the Registration Statement
becomes effective; and that the Registration Statement, upon its becoming
effective, will not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading. The Company may, but will not be obligated
to, propose from time to time such amendment or amendments to the Registration
Statement and such supplement or supplements to the Prospectus as may, in the
Company's judgment, be necessary or advisable. If the Company does not propose
an amendment or amendments or supplement or supplements within 15 days after
receipt by the Company of a written request from ▇▇▇▇ to do so, ▇▇▇▇ may, at its
option, terminate this Agreement in accordance with the requirements of Section
2 of this Agreement or decline to make offers of the Company's securities until
the amendments are made. The Company will not file any amendment to the
Registration Statement or supplement to the Prospectus without giving ▇▇▇▇
reasonable notice thereof in advance; provided, however, that nothing contained
in this Agreement will in any way limit the Company's right to file at any time
such amendments to the Registration Statement or supplements to the Prospectus,
of whatever character, as the Company may deem advisable, this right being in
all respects absolute and unconditional.
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1.10 (a) The Company authorizes ▇▇▇▇ to use any prospectus with respect to
the Company or series of the Company in the forms furnished to ▇▇▇▇ from time to
time in connection with the sale of Company shares and agrees to furnish such
quantities of the prospectus as ▇▇▇▇ may reasonably request. ▇▇▇▇ will devote
reasonable time and effort to effect sales of Company shares, but will not be
obligated to sell any specific number of shares. The services of ▇▇▇▇ under this
Agreement are not to be deemed exclusive and nothing contained in this Agreement
should be deemed to prevent ▇▇▇▇ from entering into distribution arrangements
with other investment companies so long as the performance of its obligations
under this Agreement is not impaired by ▇▇▇▇'▇ doing so.
(b) In selling the shares of the Company, ▇▇▇▇ and selected dealers
will use their best efforts in all respects duly to conform with the
requirements of all federal and state laws and regulations of the National
Association of Securities Dealers, Inc. (the "NASD") relating to the sale
of the shares. Neither ▇▇▇▇ nor any other person is authorized by the
Company to give any information or to make any representations, other than
those contained in the Registration Statement or in any sales literature
specifically approved by the Company.
(c) ▇▇▇▇ will adopt and follow procedures, as approved by the Company,
for the confirmation of sales to purchasers of Company shares, the
collection of amounts payable by those purchasers, and the cancellation of
unsettled transactions, as may be necessary to comply with the requirements
of the NASD and applicable rules and regulations of the Commission.
(d) ▇▇▇▇ represents to the Company that ▇▇▇▇ is a broker-dealer
registered with the Commission under the Exchange Act, is a member of the
NASD, and is registered or licensed under the laws of all jurisdictions in
which its activities require it to be so registered or licensed. ▇▇▇▇ shall
maintain such registration or license in effect at all times during the
term of this Agreement and will immediately notify the Company of the
occurrence of any event that would disqualify ▇▇▇▇ from serving as the
distributor of shares of the Funds by operation of Section 9(a) of the 1940
or otherwise.
1.11 (a) The Company agrees promptly to notify ▇▇▇▇ of the commencement of
any litigation or proceedings against the Company or any of its officers or
directors in connection with the issuance and sale of any shares of the Company.
(b) The Company agrees to indemnify and hold ▇▇▇▇, its several
officers and directors, and any person who controls ▇▇▇▇ within the meaning
of Section 15 of the Securities Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending those claims, demands or liabilities and any
counsel fees incurred in connection with them) that ▇▇▇▇, its officers and
directors, or the controlling person may incur under the Securities Act 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 the Prospectus or arising out of or based upon
any omission, or alleged omission, to state a material fact required to be
stated in either the Registration Statement or Prospectus or necessary to
make the statements in either not misleading; provided, however, that the
Company's agreement to indemnify ▇▇▇▇, its officers and directors, and the
controlling person will not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission in the Registration
Statement or Prospectus made in reliance upon and in conformity with
written information furnished to the Company by ▇▇▇▇ specifically for use
in the preparation of the Registration Statement.
(c) The Company's agreement to indemnify ▇▇▇▇, its officers and
directors, and any controlling person, described in paragraph (b) of this
Section 1.11, is expressly conditioned upon the Company's being notified of
any action brought against ▇▇▇▇, its officers or directors, or any
controlling person, such notification to be given by letter or by telegram
addressed to the Company at its principal office in Stamford, Connecticut
within ten days after the summons or other first legal process is served.
The failure to notify the Company in this manner of any such action will
relieve the Company from any liability that the Company may have to the
person against whom the 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
1.11.
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(d) The Company will be entitled to assume the defense of any suit
brought to enforce any claim, demand or liability contemplated by this
Section 1.11, but, in such case, the defense will be conducted by counsel
of good standing chosen by the Company and approved by ▇▇▇▇ (who will not,
except with the consent of ▇▇▇▇, be counsel to the Company). In the event
the Company elects to assume the defense of any such suit and retain
counsel of good standing approved by ▇▇▇▇, the defendant or defendants in
the suit will bear the fees and expenses of any additional counsel retained
by any of them; but in case the Company does not elect to assume the
defense of any such suit, or in case ▇▇▇▇ does not approve of counsel
chosen by the Company, the Company will reimburse ▇▇▇▇, its officers and
directors, or the controlling person or persons named as defendant or
defendants in the suit, for the fees and expenses of any counsel retained
by ▇▇▇▇ or them.
(e) The Company's indemnification agreement contained in this Section
1.11 and the Company's representations and warranties in this Agreement
will remain operative and in full force and effect regardless of any
investigation made by or on behalf of ▇▇▇▇, its officers and directors, or
any controlling person, and will survive the delivery of any shares of the
Company. The Company's agreement of indemnity will inure exclusively to
▇▇▇▇'▇ benefit, to the benefit of its several officers and directors, and
their respective estates, and to the benefit of any controlling persons and
their successors, except that the Company will not be obligated to
indemnify any entity or person pursuant to this Section 1.11 against any
liability to which ▇▇▇▇, its officers and directors, or any controlling
person would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in performance of, or reckless disregard of, the
obligations and duties set forth in this Agreement.
1.12 (a) ▇▇▇▇ agrees to indemnify and hold the Company, its several
officers and directors, and any person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending those claims, demands or liabilities and any
counsel fees incurred in connection with them) that the Company, its officers or
directors, or the controlling person, may incur under the Securities Act, or
under common law or otherwise, but only to the extent that the liability or
expense incurred by the Company, its officers or directors, or the controlling
person resulting from the claims or demands arise out of or are based upon any
untrue, or alleged untrue statement of a material fact contained in information
furnished in writing by ▇▇▇▇ to the Company specifically for use in the
Registration Statement and used in the Company's answers to any of the items of
the Registration Statement or in the corresponding statements made in the
Prospectus, or arise out of or are based upon any omission, or alleged omission,
to state a material fact in connection with the information furnished in writing
by ▇▇▇▇ to the Company and required to be stated in the answers or necessary to
make the information not misleading.
(b) ▇▇▇▇'▇ agreement to indemnify the Company, its officers and
directors, and any controlling person under this Section 1.12 is expressly
conditioned upon ▇▇▇▇ being notified of any action brought against the
Company, its officers or directors, or any controlling person, such
notification to be given by letter or telegram addressed to ▇▇▇▇ at its
principal office in Stamford, Connecticut and sent to ▇▇▇▇ by the person
against whom the action is brought, within ten days after the summons or
other first legal process is served. The failure to notify ▇▇▇▇ of any such
action will not relieve ▇▇▇▇ from any liability that ▇▇▇▇ may have to the
Company, its officers or directors, or to the controlling person otherwise
than on account of ▇▇▇▇'▇ indemnity agreement contained in this Section
1.12.
(c) ▇▇▇▇ will have the right to control the defense of any action
contemplated by this Section 1.12, with counsel of its own choosing,
satisfactory to the Company, unless the action referred to in paragraph (a)
of this Section 1.12 is not based solely upon an alleged misstatement or
omission on ▇▇▇▇'▇ part. In such event, the Company, its officers or
directors or the controlling person will each have the right to participate
in the defense or preparation of the defense of the action.
(d) ▇▇▇▇ will not be obligated to indemnify any entity or person
pursuant to this Section 1.12 against any liability to which the Company,
its officers and directors, or any controlling person would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in
performance of, or reckless disregard of, the obligations and duties set
forth in this Agreement.
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1.13 No shares of the Company may be offered by ▇▇▇▇, selected dealers or
the Company under any of the provisions of this Agreement, and no orders for the
purchase or sale of shares of the Company pursuant to this Agreement may be
accepted by the Company if and so long as the effectiveness of the Registration
Statement is suspended under any of the provisions of the Securities Act or if
and so long as a current prospectus as required by Section 10 of the Securities
Act is not on file with the Commission; provided, however, that nothing
contained in this Section 1.13 will in any way restrict or have an application
to or bearing upon the CompanyOs obligation to redeem its shares from any
shareholder in accordance with the provisions of Section 1.5 of this Agreement
and provided, further, that ▇▇▇▇ may continue to offer shares of the Company
until ▇▇▇▇ has been notified in writing of the occurrence of any of the
foregoing events.
1.14 The Company agrees to advise ▇▇▇▇ immediately in writing:
(a) of any request by the Commission for amendments to the
Registration Statement or the Prospectus or any additional information
regarding the Company;
(b) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a
material fact made in the Registration Statement or the Prospectus or that
requires the making of any change in the Registration Statement or the
Prospectus in order to make the statements therein not misleading; and
(d) of all actions of the Commission with respect to any amendments to
the Registration Statement or the Prospectus that may from time to time be
filed with the Commission.
2. Term.
This Agreement will become effective as of October 24, 1997 and thereafter
will continue automatically for successive annual periods, so long as its
continuance is specifically approved at least annually (a) by the Directors of
the Company or (b) by a vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the
Company's outstanding voting securities, provided that in either event the
continuance is also approved by a majority of the Directors who are not parties
to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any
party by vote cast in person at a meeting called for the purpose of voting on
the approval. This Agreement is terminable without penalty, (a) on not less than
60 days' notice (i) by action of the Directors who are not interested persons
(as defined in the ▇▇▇▇ ▇▇▇) of the Company, or (ii) by the vote of holders of a
majority of the Company's shares, or (b) upon not less than 60 days' written
notice by ▇▇▇▇. This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act and the rules under the 1940 Act).
3. Amendments.
This Agreement may be amended by the parties only if the amendment is
specifically approved by (a) the Directors of the Company, or by the vote of a
majority of outstanding voting securities of the Company, and (b) a majority of
those Directors of the Company who are not parties to this Agreement or
interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any party cast in person at a
meeting called for the purpose of voting on the approval.
4. Miscellaneous.
4.1 (a) The Company will bear all costs and expenses including fees and
disbursements of its counsel and independent accountants, in connection with the
preparation and filing of any registration statements and prospectus under the
Securities Act and the 1940 Act, and all amendments and supplements thereto, and
the expense of preparing, printing, mailing and otherwise distributing
prospectuses, annual or interim reports or proxy materials to shareholders.
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(b) The Company will bear all costs and expenses of qualification of
its shares for sale in such states of the United States or other
jurisdictions as selected by ▇▇▇▇ pursuant to Section 1.7 of this Agreement
and the cost and expenses payable to each for continuing qualification
therein.
4.2 (a) The Company represents that a copy of the Articles of Incorporation
is on file with the Secretary of the State of Virginia. The Company further
represents that a copy of the Articles of Incorporation is maintained by the
Company.
(b) The Company and ▇▇▇▇ agree that the obligations of the Company
under this Agreement will not be binding upon any of the Directors,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Company, individually, but are binding only upon
the assets and property of the Company, as provided in the Articles of
Incorporation. The execution and delivery of this Agreement have been
authorized by the Directors of Company, and signed by an authorized officer
of the Company, acting as such, and neither the authorization by the
Directors nor the execution and delivery by the officer will be deemed to
have been made by any of them individually or to impose any liability on
any of them personally, but will bind only the property of the Company as
provided in the Articles of Incorporation. No series of the Company will be
liable for any claims against any other series.
* * * * *
If the terms and conditions described above are in accordance with your
understanding, kindly indicate your acceptance of this Agreement by signing and
returning to us the enclosed copy of this Agreement.
Very truly yours,
GE INVESTMENTS FUNDS, INC.
By:___________________________________
Name:
Title:
Accepted:
GE INVESTMENT SERVICES INC.
By:___________________________________
Name:
Title:
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