EX-99.e.2
FORM OF
CONSTELLATION INVESTMENT DISTRIBUTION COMPANY, INC.
SUB-DISTRIBUTION AND SERVICING AGREEMENT
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Ladies and Gentlemen:
Constellation Investment Distribution Company Inc., a New York corporation,
serves as distributor ("CIDCO" or the "Distributor") for all portfolios listed
on Exhibit A hereto ( the "Funds"), open-end investment companies registered
under the Investment Company Act of 1940, as amended (the "Investment Company
Act"). Each Fund offers its shares ("Shares") to the public in accordance with
the terms and conditions contained in the Prospectus of each portfolio of the
Funds. The term "Prospectus" used herein refers to the prospectus on file with
the Securities and Exchange Commission, which is part of the registration
statement of the Fund under the Securities Act of 1933 (the "Securities Act").
In connection with the foregoing you may serve as a participating dealer (and,
therefore, accept orders for the purchase or redemption of Shares respond to
shareholder inquiries and perform other related functions) on the following
terms and conditions:
1. Participating Dealer. You are hereby designated a Participating Dealer and
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as such are authorized (i) to accept orders for the purchase of Fund Shares
("Shares") of the portfolios of the Funds and to transmit to the Funds such
orders and the payment made therefor, (ii) to accept orders for the redemption
of Shares and to transmit to the Funds such orders and all additional material
as may be required to complete the redemption, and (iii) to assist shareholders
with the foregoing and other matters relating to their investments in the Funds
and to the distribution of Shares, in each case subject to the terms and
conditions set forth in the Prospectus for each portfolio of the Funds. You are
to review each Share purchase or redemption order submitted through you or with
your assistance for completeness and accuracy. You will undertake from time to
time certain shareholder communication activities, as requested by the
Distributor, for customers of yours ("Customers") who have purchased Shares. You
may perform these duties yourself or subcontract them to a third party of your
choice. These shareholder services may include one or more of the following as
determined by the Distributor: (i) responding to Customer inquiries relating to
the services performed by you; (ii) responding to routine inquiries from
Customers concerning their investments in Shares; and (iii) providing such other
similar services as may be reasonably requested by the Distributor to the extent
you are permitted to do so under applicable statutes, rules and regulations. In
addition, you further agree to perform one or more of the following as may be
requested from time to time by the Distributor: (i) establishing and maintaining
accounts and records relating to Customers that invest in Shares, including
taxpayer identification number certifications; (ii) processing dividend and
distribution payments from the Funds on behalf of Customers; (iii) providing
information periodically to Customers showing their positions in Shares and
forwarding sales literature and advertising provided by the Distributor; (iv)
arranging for bank wires; (v) providing sub accounting with respect to Shares
owned of record or beneficially by Customers or providing the information to the
Funds necessary for sub accounting; (vi) if required by law, forwarding
shareholder communications from the Funds (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to Customers; (vii) assisting in processing purchase, exchange and
redemption requests from Customers and in placing such orders with the Funds'
service contractors; and (viii) assisting Customers in changing dividend
options, account designations and addresses. In performing the services
described in this Agreement, you will provide such office space and equipment,
telephone facilities and personnel (which may be any part of the space,
equipment and facilities currently used your business or any personnel employed
by you) as may be reasonably necessary or beneficial to provide such services.
2. Execution of Orders for Purchases and Redemptions of Shares. All orders
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for the purchase of any Shares shall be executed at the then current public
offering price per Share (i.e., the net asset value per Share) and all orders
for the redemption of any Shares shall be executed at the net asset value per
Share, plus any applicable redemption charge, in each case as described in the
prospectus of the Funds. The Funds reserve the right to reject any purchase
request at their sole discretion. If required by law, each transaction shall be
confirmed in writing on a fully disclosed basis. The procedures relating to all
orders and the handling of them will be subject to the terms of the prospectus
of each Fund and CIDCO's written instructions to you from time to time.
Payments for Shares shall be made as specified in the applicable Fund
prospectus. If payment for any purchase order is not received in accordance
with the terms of the applicable Fund prospectus or if an order for purchase,
redemption, transfer or registration of shares is changed or altered, the Fund
and CIDCO reserve the right, without notice, to cancel the sale, redemption,
transfer or registration and to hold you responsible for any loss sustained as a
result thereof.
3. Limitation of Authority. No person is authorized to make any
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representations concerning the Funds, any portfolio of the Funds, or the Shares
except those contained in the Prospectus of each Fund and in such printed
information as the Distributor may subsequently prepare. NO PERSON IS AUTHORIZED
TO DISTRIBUTE ANY SALES MATERIAL RELATING TO A FUND WITHOUT THE PRIOR WRITTEN
APPROVAL OF THE DISTRIBUTOR.
4. Compensation. As compensation for the provision of the services described
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herein, you will look solely to the Customer, and you acknowledge that the Funds
and the Distributor shall have no direct responsibility for any compensation due
to you.
5. Prospectus and Reports. You agree to comply with the provisions contained
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in the Securities Act governing the distribution of prospectuses to persons to
whom you offer Shares. You further agree to deliver, upon our request, copies of
any amended Prospectus of the Funds to purchasers whose Shares you are holding
as record owner.
6. Qualification to Act. You represent that you are either (a) a member in
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good standing of the National Association of Securities Dealers, Inc. (the
"NASD") or (b) a bank as defined in Section 3(a)(6) of the Securities Exchange
Act of 1934, as amended, and have been duly authorized by proper corporate
action to enter into this Agreement and to perform your obligations hereunder,
evidence of which corporate action shall be properly maintained and made part of
your corporate records. If you are a member of the NASD, your expulsion or
suspension from the NASD will automatically terminate this Agreement on the
effective date of such expulsion or suspension. If you are a bank, or a
subsidiary or an affiliate of a bank, you represent that you possess the legal
authority to perform the services contemplated by this Agreement without
violating applicable banking laws and regulations, and this Agreement shall
automatically terminate in the event that you no longer possess such authority.
You agree that you will not offer Shares to persons in any jurisdiction in which
you may not lawfully make such offer due to the fact that you have not
registered under, or are not exempt from, the applicable registration or
licensing requirements of such jurisdiction. If you are a member of the NASD,
you agree that in performing the services under this Agreement, you at all times
will comply with the Rules of Conduct of the NASD, including, without
limitation, the provisions of Rule of Conduct 2830 of such Rules and any other
regulations or guidelines issued by the NASD. You agree that you will not
combine customer orders to reach breakpoints in commissions for any purposes
whatsoever unless authorized by the then current Prospectus in respect of Shares
of a particular class or by us in writing. You also agree that you will place
orders immediately upon their receipt and will not withhold any order so as to
profit therefrom. In determining the amount payable to you hereunder, we reserve
the right to exclude any sales which we reasonably determine are not made in
accordance with the terms of the Prospectus and provisions of the Agreement.
7. Blue Sky. Each Fund has registered an indefinite number of Shares under the
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Securities Act. The Funds intend to register or qualify in certain states where
registration or qualification is required. We will inform you as to the states
or other jurisdictions in which we believe the Shares have been qualified for
sale under, or are exempt from the requirements of, the respective securities
laws of such states. You agree that you will offer Shares to your customers only
in those states where such Shares have been registered, qualified, or an
exemption is available. We assume no responsibility or obligation as to your
right to sell Shares in any jurisdiction. We will file with the Department of
State in New York a State Notice and a Further State Notice with respect to the
Shares, if necessary.
8. Authority of Funds and Participating Dealer. Each Fund shall have full
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authority to take such action as it deems advisable in respect of all matters
pertaining to the offering of its Shares, including the right not to accept any
order for the purchase of Shares. You shall be deemed an independent
contractor and not an agent of the Funds, for all purposes hereunder and shall
have no authority to act for or represent the Funds. You will not act as an
"underwriter" or "distributor" of shares, as those terms are used in the 1940
Act, the Securities Act of 1933, and rules and regulations promulgated
thereunder.
9. Recordkeeping. You will (i) maintain all records required by law to be kept
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by you relating to transactions in Shares and, upon request by the Funds,
promptly make such of these records available to the Funds as the Funds may
reasonably request in connection with its operations and (ii) promptly notify
the Funds if you experience any difficulty in maintaining the records described
in the foregoing clauses in an accurate and complete manner. If you hold shares
as a record owner for your customers, you will be responsible for maintaining
all necessary books and customer account records which reflect their beneficial
ownership of shares of the Funds, which records shall specifically reflect that
you are holding Fund Shares as agent, custodian or nominee for your customers.
10. Liability. The Distributor shall be under no liability to you except
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for lack of good faith and for obligations expressly assumed by them hereunder.
In carrying out your obligations you agree to act in good faith and without
gross negligence. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for the
Distributor or the Funds in any matter or in any respect. By your acceptance of
this Agreement, you agree to and do release, indemnify and hold the Distributor
and the Funds harmless from and against any and all liabilities, losses and
costs (including reasonable attorneys' fees and expenses) arising from any
direct or indirect actions or inactions of or by you or your officers, employees
or agents regarding your responsibilities hereunder or the purchase, redemption,
transfer or registration of Shares (or orders relating to the same) by or on
behalf of Customers. Nothing contained in this Agreement is intended to operate
as a waiver by the Distributor or you of compliance with any provision of the
Investment Company Act, the Securities Act, the Securities Exchange Act of 1934,
as amended, the Investment Company Act of 1940, or the rules and regulations
promulgated by the Securities and Exchange Commission thereunder. The
Distributor shall indemnify the Participating Dealer for any untrue or alleged
untrue statement of a material fact contained in the registration statement,
prospectus or statement of additional information of any fund or any promotional
material or other information furnished to Participating Dealer, in writing, for
distribution to the shareholders.
11. Amendment. This Agreement may be amended by written consent of both
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parties.
12. Termination. This Agreement may be terminated by either party, without
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penalty, upon ten days' notice to the other party and shall automatically
terminate in the event of its assignment (as defined in the Investment Company
Act). This Agreement may also be terminated at any time for the Funds without
penalty by the vote of a majority of the members of the Board of Trustees of the
Funds who are not "interested persons" (as defined in the Investment Company
Act) and who have no direct or indirect financial interest in the operation of
the Distribution Agreement between each Fund and the Distributor or by the vote
of a majority of the outstanding voting securities of the Funds.
13. Communications. All communications to the Distributor should be sent to
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CIDCO, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: President.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
14. Severability and Governing Law. If any provision of this Agreement shall
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be held or made invalid by a decision in a judicial or administrative
proceeding, statute, rule or otherwise, the enforceability of the remainder of
this Agreement will not be impaired thereby. This Agreement shall be governed
by the laws of the Commonwealth of Pennsylvania. In addition, you acknowledge
and agree that this Agreement has been entered into pursuant to Rule 12b-1 under
the Investment Company Act, and is subject to the provisions of said Rule, as
well as any other applicable rules or regulations promulgated by the Securities
and Exchange Commission.
15. Confidentiality. The Distributor agrees that the names, addresses
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and telephone numbers of all customers of the Participating Dealer and its
affiliates (collectively, for purposes of this paragraph, "Participating
Dealer") obtained by virtue of this Agreement shall remain confidential and
shall not be used by the Distributor for any purpose whatsoever except as may
be necessary to distribute administer the Funds. In no event shall the names,
addresses or telephone numbers of the Participating Dealer customers or
prospective customers be furnished by the Distributor or its agents to any
other individuals, organizations or institutions except as may be required by
law. This provision shall survive termination of this Agreement.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us both copies of this Agreement.
Constellation Investment Distribution Company, Inc..
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(Authorized Signature)
Confirmed and accepted:
Firm Name:
By:
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(Authorized Signature)
Title:
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Address:
Date:
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EXHIBIT A
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ROCKLAND FUND NAME & CUSIP
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Rockland Small Cap Growth : 773566203
