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KL2:175836.1
KL2:175836.1
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KL2:175836.1
FORM OF
DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of the ____ day of ________, 1997 by and between
RENAISSANCE CAPITAL GREENWICH FUNDS (the "Trust"), a Delaware business trust,
and __________________ (the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
FIRST: The Trust on behalf of each of its series and any new
series to be created hereby appoints the Distributor as its exclusive
underwriter to promote and arrange for the sale of shares of beneficial
interest of each series of the Trust in jurisdictions wherein shares
may legally be offered for sale. The Trust shall notify the Distributor
in writing of all states in which its shares are qualified for offer
and sale, including any limitations with respect to offers or sales in
such states. In addition, the Distributor shall receive payment for
certain distribution expenses pursuant to a Rule 12b-1 distribution
plan ("12b-1 Plan") adopted by the Trust.
The Trust agrees to sell and deliver its unissued shares of
each series, as from time to time shall be effectively registered under
the Securities Act of 1933 (the "1933 Act"), upon the terms hereinafter
set forth.
SECOND: The Trust hereby authorizes the Distributor, subject
to law and the Trust Instrument of the Trust (the "Trust Instrument"),
to accept, for the account of each series of the Trust, orders for the
purchase of shares, satisfactory to the Distributor, as of the time of
receipt of such orders or as otherwise described in the then current
Prospectuses and Statements of Additional Information of the Trust.
THIRD: The price at which the shares may be sold (the
"offering price") shall be the net asset value per share plus any sales
charge that may be imposed on any class of shares. For the purpose of
computing the offering price, the net asset value per share and the
sales charge, if any, shall be determined in the manner provided in the
Registration Statement of the Trust, as amended from time to time.
FOURTH: The Distributor shall use its best efforts with
reasonable promptness to promote and sell shares of each of the series
of the Trust. The Distributor, with the consent of the Trust, may enter
into agreements with selected broker-dealers ("Selected Dealers") for
the purpose of sale and redemption of shares of each of the series of
the Trust upon terms consistent with those found in this Agreement. The
Distributor shall not be obligated to sell any certain number of shares
of beneficial interest. Each series of the Trust reserves the right to
issue shares in connection with any merger or consolidation
of the Trust or any series with any other investment company or any
personal holding company or in connection with offers of exchange
exempted from Section 11(a) of the Investment Company Act of 1940 (the
"Act").
FIFTH: All sales literature and advertisements used by the
Distributor in connection with sales of shares of any series of the
Trust shall be subject to the approval of the Trust. The Trust
authorizes the Distributor in connection with the sale or arranging for
the sale of the shares to give only such information and to make only
such statements or representations as are contained in the then current
Prospectuses and Statements of Additional Information of the Trust or
in sales literature or advertisements approved for any series by the
Trust or in such financial statements and reports as are furnished to
the Distributor pursuant to this Agreement. The Trust shall not be
responsible in any way for any information, statements or
representations given or made by the Distributor or its representative
or agents other than such information, statements or representations
contained in the then current Prospectuses and Statements of Additional
Information or other financial statements of the Trust or any sales
literature or advertisements approved by the Trust.
SIXTH: The Distributor as agent of the Trust, and any Selected
Dealer entering into a Selected Dealer Agreement with the Distributor
are authorized, subject to the direction of the Trust, to accept shares
of the series of the Trust for redemption at their net asset value less
any applicable deferred sales charge, determined as prescribed in the
then current Prospectuses and Statements of Additional Information of
the Trust.
SEVENTH: The Trust shall cause to be delivered to the
Distributor all books, records, and other documents and papers relating
to the federal and state registration of Trust shares, as well as all
books, records and other documents and papers relating in any way to
the distribution of Trust shares.
EIGHTH: The Trust shall bear:
(A) The costs and expenses incurred in connection
with the registration of the shares of each series of the
Trust under the 1933 Act (including any amendment to any
Registration Statement or Prospectus or Statement of
Additional Information), and all expenses in connection with
preparing, printing and distributing the Prospectuses or
Statements of Additional Information except as set forth in
Paragraph NINTH hereof;
(B) the expenses of qualification of the shares of
each series of the Trust for sale in connection with such
public offerings in such states as shall be selected by the
Distributor and of continuing the qualification therein until
the Distributor notifies the Trust that it does not wish such
qualification continued; and
(C) all legal expenses in connection with the
foregoing.
NINTH: The Distributor shall provide certain distribution
services including:
(A) providing officers, clerical staff and office
space to use as the headquarters of the Trust;
(B) arranging for the printing, distribution and
filing of prospectuses and statements of additional
information;
(C) preparing, filing and maintaining all Trust
registrations with the securities regulatory agencies of all
states and other jurisdictions in which the Trust shares are
sold;
(D) making all required filings of advertising and
promotional materials with the National Association of
Securities Dealers, Inc.; and
(E) bearing the expenses of:
(i) the printing, distribution and filing of
prospectuses and statements of additional information
after such have been typeset (other than those
prospectuses and statements of additional information
required by applicable laws and regulations to be
distributed to the existing shareholders of the Trust
and pursuant to any 12b-1 Plan adopted by the Trust);
(ii) any promotional or sales literature
which are used by the Distributor or furnished by the
Distributor to purchasers or dealers in connection
with the Distributor's activities pursuant to this
Agreement (unless paid for by any 12b-1 Plan adopted
by the Trust);
(iii) any advertising used by the
Distributor in connection with such public offering
(unless paid for by any 12b-1 Plan adopted by the
Trust); and
(iv) all legal expenses in connection with
the foregoing.
TENTH: The Distributor will accept orders for shares of a
series of the Trust only to the extent of purchase orders actually
received and not in excess of such orders, and it will not avail itself
of any opportunity of making a profit by expediting or withholding
orders.
ELEVENTH: The Trust shall keep the Distributor fully informed
with regard to its affairs and shall furnish the Distributor with a
certified copy of all financial statements and any amendments to its
Registration Statement under the 1933 Act.
TWELFTH: The Trust shall register, from time to time as
necessary, additional shares with the Securities and Exchange
Commission, state and other regulatory bodies and pay the related
filing fees therefor and file such amendments, reports and other
documents as may be necessary in order that there may be no untrue
statement of a material fact in the Registration Statement,
Prospectuses or Statements of Additional Information necessary in order
that there may be no omission to state a material fact therein, in
light of the circumstances under which they were made, not misleading.
As used in this Agreement, the term "Registration Statement" shall mean
the Registration Statement most recently filed by the Trust with the
Securities and Exchange Commission and effective under the 1933 Act, as
such Registration Statement is amended at such time, and the term
"Prospectuses" and "Statements of Additional Information" shall mean
for the purposes of this Agreement the form of the then current
prospectuses and statements of additional information for each series
authorized by the Trust for use by the Distributor and by dealers.
THIRTEENTH:
(A) The Trust and the Distributor shall each comply
with all applicable provisions of the Act, the 1933 Act and
the rules and regulations of the National Association of
Securities Dealers, Inc. and of all other Federal and state
laws, rules and regulations governing the issuance and sale of
shares of the series of Trust.
(B) The Distributor shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the
Trust in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the Distributor's part in the
performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.
(C) In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Distributor or any of its
officers, directors or employees, the Trust agrees to
indemnify the Distributor and any controlling person of the
Distributor against any and all claims, demands, liabilities
and expenses (including reasonable attorney's fees) which the
Distributor may incur (i) based on any act or omission in the
course of, or connected with, rendering services hereunder,
(ii) based on any representations made herein by the Trust;
(iii) based on any act or omission of any prior Distributor
(in its capacity as Distributor), Administrator or Adviser to
the Trust, including the registration or failure to register
any shares of the Trust in accordance with state or federal
laws or resulting from or relating to any books or records
delivered to the Distributor in connection with its
responsibilities under this Agreement and occurring prior to
the date of this Agreement; and (iv) under the 1933 Act, or
common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in any
Registration Statement, Statements of Additional Information
or Prospectuses of the Trust, or any omission to state a
material fact therein, the omission of which makes any
statement contained therein misleading, unless such statement
or omission was made in reliance upon, and in conformity with
written information furnished to the Trust in connection
therewith by or on behalf of the Distributor.
(D) The Distributor shall indemnify the Trust against
any and all claims, demands, liabilities and expenses which
the Trust may incur under the 1933 Act, or common law or
otherwise, arising out of or based upon any alleged untrue
statement of material fact contained in any Registration
Statement, Statements of Additional Information or
Prospectuses of the Trust, or any omission to state a material
fact therein if such statement or omission was made in
reliance upon, and in conformity with, written information
furnished to the Trust in connection therewith by the
Distributor.
FOURTEENTH: Nothing herein contained shall require the Trust
to take any action contrary to any provision of its Declaration of
Trust or to any applicable statute or regulation.
FIFTEENTH:
(A) This Agreement shall go into effect at the close
of business on the date hereof, and, unless terminated as
hereinafter provided, shall continue in effect for one year
thereafter and from year to year thereafter, but only so long
as such continuance is specifically approved at least annually
by the Trust's Board of Trustees, including the vote of a
majority of the Trustees who are not parties to this Agreement
or "interested persons" (as defined in the Act) of any such
party cast in person at a meeting called for the purpose of
voting on such approval, or by the vote of the holders of a
"majority" (as so defined) of the outstanding voting
securities of the applicable series and by such vote of the
Trustees.
(B) This Agreement may be terminated by the
Distributor at any time without penalty upon giving the Board
of Trustees of the Trust sixty (60) days' written notice
(which notice may be waived by the Trust) and may be
terminated by the Board of Trustees of the Trust at any time
without penalty upon giving the Distributor sixty (60) days'
written notice (which may be waived by the Distributor),
provided that such termination by the Board of Trustees of the
Trust shall be directed or approved by the vote of a majority
of all of its Trustees in office at the time, including a
majority of the Trustees who are not interested persons (as
defined in the Act) of the Trust, or by the vote of the
holders of a majority (as defined in the Act) of the voting
securities of each series of the Trust at the time outstanding
and entitled to vote. This Agreement shall automatically
terminate in the event of its assignment, the term
"Assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Act.
SIXTEENTH: The Distributor may at any time or times in its
discretion and at its own expense appoint (and may at any time remove)
an agent or agents to carry out such of the provisions of Article NINTH
herein as the Distributor may from time to time direct; provided,
however, that the appointment of any agent shall not relieve the
Distributor of its responsibilities or liabilities hereunder.
SEVENTEENTH: The services of the Distributor to the Funds are
not to be deemed exclusive and the Distributor may render similar
services to others and engage in other activities. The Distributor and
its affiliates may enter into other agreements with the Funds and the
Trust for providing additional services to the Funds and the Trust
which are not covered by this Agreement, and to receive additional
compensation for such services.
EIGHTEENTH: A copy of the Certificate of Trust is on file with
the State of Delaware, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually, and that the obligations of this instrument are not
binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Trust, and all persons
dealing with any class of shares of the Trust must look solely to the
Trust property belonging to such class for the enforcement of any
claims against the Trust.
NINETEENTH: Any notice under this Agreement shall be in
writing, addressed and delivered, or mailed, postage paid, to the other
party at such address as such other party may designate for the receipt
of such notices. Until further notice to the other party, it is agreed
that the address of the Trust shall be ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the address of the Distributor shall be
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
ATTEST: RENAISSANCE CAPITAL GREENWICH FUNDS
_________________________________ By:_________________________________
ATTEST: __________________________
_________________________________ By:_________________________________
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