NORTH AMERICAN SENIOR FLOATING RATE FUND INC
N-2, EX-99.H.2, 2001-01-17
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AMERICAN GENERAL FUNDS DISTRIBUTORS, INC.
286 Congress Street
Boston, MA  02210
(800) 872-8037

                             NORTH AMERICAN FUNDS

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                               DEALER AGREEMENT

AGREEMENT dated as of_________________, 200__ by and among American General
Funds Distributors, Inc. ("AGFD"), a Delaware corporation and
____________________________________________________ ("Selling Dealer"), each of
whom is registered as a broker-dealer under the Securities and Exchange Act of
1934, as amended, and is a member of the National Association of Securities
Dealers, Inc. ("NASD").

                               I.  INTRODUCTION

WHEREAS, AGFD has been appointed principal underwriter of the shares of one or
more management investment companies registered under the Investment Company Act
of 1940 (the "Act") engaged in a continuous offering of shares ("Fund" or
"Funds") and has the rights as agent for the Funds to sell shares of the Funds;
and

WHEREAS, Selling Dealer wishes to participate in the distribution of the shares
of the Funds;

NOW THEREFORE, in consideration of the premises of the mutual covenants
hereinafter contained, the parties hereto agree as follows:

                             II. AGREEMENT TO SELL

Subject to the terms of and conditions set forth in this Agreement, AGFD shall,
acting as agent for the Funds and not as principal, sell shares of the Funds to
Selling Dealer who shall, acting as principal (dealer) for its own account and
not as broker or agent for, or employee of, AGFD or the Fund, resell such shares
to the public.

                          III.  TERMS AND CONDITIONS

All transactions in shares of the Funds shall be subject to the following terms
and conditions:

1.   Shares will be offered pursuant to the then current prospectus of a Fund.

2.   Orders received from Selling Dealer will be accepted through AGFD only at
     the public offering price applicable to each order as set forth in the then
     current prospectus of a Fund. All orders from Selling Dealer will be
     confirmed by or on behalf of a Fund in writing. Procedures for processing
     orders shall be determined by AGFD and instructions relating thereto shall
     be forwarded to Selling Dealer from time to time. A Fund and AGFD each may
     accept or reject any order in their sole discretion.

3.   AGFD will pay to Selling Dealer from its own assets, and not from Fund
     assets, such discounts or commission payments as specified in Schedule A
     hereto and in the circumstances set forth in the then current prospectus of
     a Fund.
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4.   If any shares of a Fund sold to Selling Dealer under the terms of this
     Agreement are tendered for redemption or repurchase within seven business
     days after the date of the confirmation of the original purchase by Selling
     Dealer, Selling Dealer shall forfeit its rights to any discount or
     commission with respect to such shares. AGFD shall notify Selling Dealer of
     any such redemption or repurchase within ten business days from the date on
     which the request for redemption or repurchase is delivered to AGFD or to a
     Fund, and Selling Dealer shall immediately refund to AGFD any discount or
     commission allowed or paid in connection with such sale. In the event of
     any such redemption or repurchase, AGFD shall refund to a Fund its share of
     the sales charge.

5.   Selling Dealer shall purchase shares of a Fund only from the Fund through
     AGFD and from Selling Dealer's customers. It is expressly understood that
     Selling Dealer will not purchase shares subject to a periodic repurchase
     offer from its customers. If shares are purchased from a Fund, Selling
     Dealer agrees that all such purchases shall be made only to cover orders
     already received by Selling Dealer or for its own bona fide investment. If
     shares are purchased from customers, Selling Dealer agrees to pay such
     customers not less than the price to be paid by a Fund with respect to
     purchases accepted through AGFD at such time.

6.   Selling Dealer shall sell shares only: (a) to customers at the public
     offering price which is the next determined net asset value per share after
     the order is received, in states where shares of the Fund may be legally
     sold by Selling Dealer and in accordance with the terms of the then current
     prospectus, registrations and permits of the Fund; and (b) to the Fund upon
     tender for redemption or repurchase, which redemption or repurchase shall
     be effected in the manner set forth in the then current prospectus of a
     Fund. In the event of such a tender, excluding those pursuant to Rule 23c-3
     under the Act, if Selling Dealer acts as principal for its own account, it
     agrees to pay its customer not less than the price received from a Fund or
     AGFD acting for a Fund. If Selling Dealer acts as agent for its customer,
     it agrees not to charge the customer more than a fair commission for
     handling the transaction.

7.   All sales of shares of a Fund by Selling Dealer shall be made at the public
     offering price as determined as set forth in the then current prospectus of
     a Fund, and the Selling Dealer shall not withhold orders from AGFD so as to
     profit as a result of such withholding.

8.   AGFD will not forward to a Fund for acceptance any conditional order from
     Selling Dealer for the sale, repurchase or redemption of shares of the
     Fund.

9.   Payment for shares ordered by Selling Dealer must be received by a Fund's
     transfer agent no later than three business days after the order from the
     Selling Dealer. If such payment is not so received, a Fund or AGFD as agent
     for a Fund reserves the right, without notice, to immediately cancel the
     sale, in which case Selling Dealer shall be held responsible for any loss,
     including loss of profit, suffered by AGFD or a Fund resulting from the
     failure of Selling Dealer to make payment as specified above.

10.  Unless other arrangements for payment and delivery are made, shares of a
     Fund sold to Selling Dealer pursuant to this Agreement shall be available
     for delivery, against payment, at the office of State Street Bank and Trust
     Company, 225 Franklin Street, Boston, Massachusetts 02110, unless otherwise
     agreed to by AGFD.

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11.  No person is authorized to make any representations concerning the shares
     of a Fund except those contained in the then current prospectus of a Fund
     and in such other printed information subsequently issued by a Fund or AGFD
     as information supplemental to such prospectus. Any such supplemental
     materials shall not be modified by Selling Dealer without the prior written
     consent of AGFD. Moreover, Selling Dealer shall not make use of any
     advertisement or sales literature, which refers specifically to a Fund
     unless such material has been approved in writing by AGFD prior to the date
     of its first use by Selling Dealer. In purchasing shares of a Fund from
     AGFD Selling Dealer shall rely solely on the representations contained in
     the then current prospectus of a Fund and supplemental information referred
     to above.

12.  AGFD shall provide Selling Dealer upon request, without any expense to
     Selling Dealer, copies in reasonable numbers of the then current prospectus
     of a Fund, any information issued supplementing such prospectus and such
     other material as AGFD determines is necessary or desirable for use in
     connection with sales of the shares of a Fund.

13.  A Fund and AGFD each reserve the right in their discretion, without notice,
     to suspend sales or withdraw the offering of the shares of a Fund entirely.

14.  AGFD will, upon request, inform Selling Dealer as to the states in which
     shares of a Fund have been qualified for sale under, or are exempt from the
     requirements of, applicable state securities laws. AGFD assumes no
     responsibility or obligation, however, as to Selling Dealer's right to sell
     shares of a Fund in any jurisdiction.

15.  Selling Dealer appoints a Fund's transfer agent as its agent to execute the
     purchase transaction of shares of a Fund in accordance with the terms and
     provisions of any account, program, plan, or service established or used by
     Selling Dealer's customers and to confirm each purchase to such customers
     on Selling Dealer's behalf. Selling Dealer guarantees the legal capacity of
     its customers purchasing shares of a Fund and any other person or entity in
     whose name shares are to be registered.

16.  In the event of a tender pursuant to a Rule 23c-3 periodic repurchase offer
     conducted in accordance with procedures described in a Fund's prospectus,
     Selling Dealer may act as principal for its own account or as agent for its
     customer. Selling Dealer shall notify AGFD daily during the pendency of a
     repurchase offer of the number of shares tendered by its customers, or by
     itself acting as principal, for repurchase. Selling Dealer will be
     responsible for the receipt of tendered shares by its customers, and
     forwarding such tenders to a Fund or AGFD in a timely fashion, according to
     the terms of the repurchase offer, and shall indemnify and hold harmless
     AGFD from any claims relating to a customer's participation in a repurchase
     offer or failure to so participate. Selling Dealer agrees to cooperate
     reasonably with a Fund, AGFD or any affiliate of a Fund or AGFD in the
     conduct of repurchase offers.

17.  Selling Dealer agrees that it will not sell any shares of a Fund subject to
     a periodic repurchase offer to any account over which it exercises
     discretionary authority.

18.  Selling Dealer shall provide shareholder servicing, such as, but not
     limited to, responding to customer inquiries and providing account
     information.

                              GENERAL PROVISIONS

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A. WAIVER

Failure of any party to insist upon strict compliance with any of the terms and
conditions of this Agreement shall not be construed as a waiver of any of the
terms and conditions, but the same shall remain in full force and effect. No
waiver of any of the provisions of this Agreement shall be deemed to be, or
shall constitute, a waiver of any other provisions, whether or not similar, nor
shall any waiver constitute a continuing waiver.

B. BINDING EFFECT

This Agreement shall be binding on and shall inure to the benefit of parties to
it and respective successors and assigns; provided that Selling Dealer may
assign this Agreement or any of the rights and obligations hereunder only with
the prior written consent of AGFD. AGFD may assign this Agreement without the
consent of Selling Dealer.

C. REGULATIONS

All parties agree to observe and comply with the existing laws, rules and
regulations of applicable local, state, and federal regulatory authorities and
with those which may be enacted or adopted while this Agreement is in force
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.

D. CONFIDENTIALITY

The parties hereto agree that all books, records, information, computer programs
and data pertaining to the business of any other party which are exchanged or
received pursuant to the registration or the carrying out of this Agreement
shall be kept confidential and shall not be voluntarily disclosed to any other
person, except as may be permitted hereunder or may be required by law. This
provision shall not apply to information that has been lawfully obtained from
other sources or independently developed by a party without reference to or
reliance on information obtained from any other party hereto. AGFD agrees that
it will not disclose "nonpublic personal information" as defined under
Regulation S-P (Subtitle A of Title V of the Gramm-Leach-Bliley Act) except as
required by law.

E. DISPUTES

All parties to this Agreement agree to abide by the NASD's Business Conduct
Rules and agree that any dispute arising hereunder shall be submitted to
arbitration held in Boston, Massachusetts in accordance with the Code of
Arbitration Procedure of the NASD, or similar rules or codes, in effect at the
time of submission of any such dispute.

F. GOVERNING LAW

This Agreement shall be construed in accordance with and governed by the laws of
the Commonwealth of Massachusetts.

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G. AMENDMENT OF AGREEMENT

AGFD reserves the right to amend this Agreement at any time and Selling Dealer
agrees that an order to purchase shares of a Fund placed after notice of any
such amendment shall constitute Selling Dealer's consent to any such amendment.

H. TERMINATION

Each of the parties to this Agreement has the right to cancel this Agreement
with or without cause on 30 days written notice to the other party. Each of the
parties represents that it is a member in good standing of the NASD and agrees
that termination or suspension of such membership at any time shall immediately
terminate this Agreement.

I. INDEMNIFICATION

Selling Dealer shall indemnify and hold AGFD harmless from and against any and
all losses, damages, costs, charges, reasonable counsel fees, payments, expenses
and liabilities arising out of or attributable to:

     a)   Selling Dealer's refusal or failure to comply with the provisions of
          this Agreement or applicable law or with instructions properly given
          hereunder;
     b)   Selling Dealer's performance of or failure to perform its obligations
          under this Agreement; or
     c)   The bad faith, negligence or willful misconduct of Selling Dealer in
          the performance of its obligations under this Agreement.

The indemnification obligations contained herein shall survive the termination
of this Agreement.

J. LIABILITY

AGFD shall have full authority to take such action, as it may deem advisable in
respect of all matters pertaining to the continuous offering. AGFD shall be
under no liability to Selling Dealer except for lack of good faith, gross
negligence, willful misconduct, and for obligations expressly assumed by AGFD in
this Agreement. Nothing contained in this paragraph is intended to operate as,
and the provisions of this paragraph shall not in any way whatsoever constitute,
a waiver by Selling Dealer of compliance with any provision of the Securities
and Exchange Act of 1934, or of the rules and regulations of the Securities and
Exchange Commission issued under the Securities Act.

K. PROSPECTUS

If the Prospectus contains any provisions inconsistent with the terms of the
Agreement, the Prospectus shall control.

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L. NOTICES

All notices or communications shall be sent to the address shown below, or to
such other address as the party may request by giving written notice to this
other party.

<TABLE>
<S>                                               <C>
For:                                              For:
  American General Funds Distributors, Inc.       Selling Dealer:_____________________________________
  Attention: Thomas J. Brown
  286 Congress Street, 2/nd/ Floor                Address:____________________________________________
  Boston, MA 02210
  Tel: (800) 872-8037                             City and Zip Code:__________________________________

                                                  Tel:________________________________________________

                                                  Attention:__________________________________________

                                                  Selling Dealer CRD #:_______________________________



                                              SIGNATURES

American General Funds Distributors, Inc.         Selling Dealer:_____________________________________

By:________________________________________       By:_________________________________________________
         Joseph T. Grause, Jr.
         President                                Title:______________________________________________

                                                       _______________________________________________
                                                       Back Office/Operations Contact

                                                       Tel:___________________________________________
</TABLE>

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