XXXXXXX AND X. XXXXXXXXXXXX, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XX 00000
(000) 000-0000
FIRST EAGLE TRUST
SELLING GROUP AGREEMENT
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As Distributor and principal underwriter of the shares of
beneficial interest (the "Shares") of First Eagle Trust (the "Trust"), we invite
you to join a selling group for the distribution of the Shares. As exclusive
agent of the Trust, we offer to sell you Shares on the following terms:
1. Orders received from you will be accepted only at the
offering price applicable to each order, as described in the then current
Prospectus and Statement of Additional Information of the Trust (the
"Prospectus"). Acceptance of orders shall be subject to all provisions of the
Prospectus, including the applicable minimum and the Trust's right to decline to
accept any order, and to the terms and conditions set forth herein. No
conditional orders will be accepted. As Distributor of the Shares, we shall have
full authority to take such action as we may deem advisable in respect of all
matters pertaining to the distribution of such Shares. The procedures relating
to the handling of orders shall be subject to instructions that we shall forward
to you from time to time.
2. Each series of the Trust currently issues multiple classes
of Shares as reflected in the Prospectus. In the future, the Trust may create
additional series and classes of Shares. The Prospectus will be revised to
reflect the creation of any such additional series and classes of Shares. This
Agreement is applicable to the distribution of any and all Shares, whether of a
series or class currently issued or issued in the future. The creation of any
series or class of Shares in the future will not affect the terms of this
Agreement with respect to any existing series or class of Shares, and will not
constitute an amendment or modification to this Agreement. The sales charges and
dealer concessions applicable to sales of Shares by you which are accepted by us
shall be as set forth in the Prospectus. For the payment of asset based sales
charges and service fees, as set forth in the Prospectus and/or in accordance
with any distribution plan or plans adopted by the Board of Trustees of the
Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended, with respect to any class of Shares of any series, you will assist us
in providing services to your customers who may, from time to time, directly or
beneficially own Shares, including, but not limited to, distributing
prospectuses, sales literature, advertising and promotional material, answering
routine customer inquiries regarding the Trust, assisting customers in effecting
administrative changes, such as, changing dividend options, account designations
and addresses, assisting in the establishment and maintenance of customer
accounts and records and in the processing of purchase and redemption
transactions, investing dividends and distributions automatically in Shares and
providing such
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other information and services as the Trust or customer may reasonably request.
3. All fees, concessions or commissions payable to you shall
be in accordance with the then current Prospectus. You understand that all fees
and concessions relating to the Shares, including any Rule 12b-1 fees applicable
to any series or class of Shares, shall be payable to you only if and to the
extent that such fees, concessions, or commissions are actually received by us
from the Trust. Any sales commission due upon a sale of Shares, as set forth in
the Prospectus, shall be payable only upon the Trust's receipt of the full
public offering price of Shares in New York clearing house funds, and we shall
have no obligation to make any disbursement thereof to you until after receipt
of New York clearing house funds by or for the Trust. We reserve the right at
any time without notice to modify, suspend or terminate such payments hereunder.
All such payments shall be subject to our continued authority to distribute the
Shares and the Trust's authority to terminate or modify its Distribution and
Services Agreement with us.
4. You shall have the option of placing orders for Shares
through the Transfer Agent as set forth the Prospectus or the National
Securities Clearing Corporation ("NSCC"). Payment for Shares shall be made to
the Transfer Agent on or before the settlement date specified in the applicable
confirmation, and payment shall be in New York clearing house funds. If such
payment is not received or payment is not valid, we reserve the right, without
notice, forthwith to cancel the sale or, at our option, to resell the Shares on
your behalf to the Trust at the prevailing repurchase price. In this event or in
the event you cancel the trade for any reason, you agree to be responsible for
any loss, expense, liability or damage resulting to the Trust or us or our
designated agent from your failure to make payment as aforesaid. You shall not
be entitled to any benefit, whether by offset or otherwise, resulting from any
increase in the asset value of Shares, payment for which has not been received
by us.
5. By accepting this Agreement you agree that:
a. You will order Shares only from us and our designated
agents. All such purchases shall be made only to cover purchase orders
already received from your customers or for your own bona fide
investment.
b. You will not delay in placing orders received from your
customers so as to profit yourself as a result of such delay, and you
will place orders for purchases and redemptions promptly upon receipt
from your customers.
c. You will not purchase Shares from your customers at a price
lower than the bid price then quoted by or for the Fund involved. You
may, however, sell Shares for the account of your customer or to us as
agent for the Trust, at the bid price currently quoted by or for such
Fund and charge your customer a fair commission for handling the
transaction.
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6. By opening an omnibus account for any series or class of
Shares, you thereby represent, warrant and covenant that you will accurately
perform the necessary sub-accounting functions, including properly computing and
remitting applicable contingent deferred sales charges and any conversions or
exchanges of a series or class of Shares to another under the terms of the
Prospectus.
7. If any of the Shares sold through you hereunder are
redeemed by the Trust or repurchased by us as agent for the Trust within seven
business days after confirmation of the original purchase, it is agreed that you
shall forfeit your right to the entire dealer concession received by you on such
Shares. We will notify you of any such repurchase or redemption within ten
business days from the date thereof and you shall forthwith refund to us the
entire amount of all concessions or payments received by you on such sale. We
agree, in the event of any such repurchase or redemption, to refund to the Trust
our share of the sales charge or fees retained by us, if any, and upon receipt
from you of the refund of the concession allowed to you, to pay such refund
forthwith to the Trust.
8. No person is authorized to make any representations
concerning the Shares except those contained in the Prospectus and in sales
literature issued by us supplemental to the Prospectus. We will furnish
additional copies of the Prospectus and any sales literature and other
information issued by us or the Trust in reasonable quantities upon your
request. If you wish to use your own advertising material, such as mailers,
brochures, prospecting letter, etc., with respect to the availability of Shares
of the Trust, all such advertising must be submitted to us for review and
approval prior to use. You shall be responsible for filing and obtaining any
approvals of such advertising as may be required by applicable law or
regulation.
9. In all sales of Shares to the public, you shall act as
dealer for your own account, and in no transaction shall you have any authority
to act as agent for the Trust, for us or for any other member of the selling
group. You are responsible for your own conduct, for the employment, control and
conduct of your employees and agents, for injury to such employees or agents or
to others through such employees or agents, and for thorough and prior training
of such employees or agents concerning the selling methods to be used in
connection with the offer and sale of Shares, giving special emphasis to the
principles of full and fair disclosure to prospective investors. You assume full
responsibility for your employees and agents under applicable laws and agree to
pay all employer taxes relating thereto.
10. This Agreement is conditioned upon your representation and
warranty that you (i) are a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD") and are registered as a broker-dealer
under the Securities Exchange Act of 1934 or in the alternative, that you are a
foreign broker-dealer not eligible for membership in the NASD; (ii) are
qualified to act as a broker-dealer in each jurisdiction in which you will offer
Shares; and (iii) will maintain such registrations, qualifications and
memberships throughout the term of this Agreement. You shall comply with all
applicable federal laws, the laws of each
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jurisdiction in which you will offer Shares and the rules and regulations of the
NASD and any self-regulatory organization to which you, the Trust or we are
subject. You will provide immediate notice to us if you become the subject of
any order of expulsion or suspension. Expulsion from the NASD will automatically
terminate this Agreement. You shall not be entitled to any compensation during
any period in which you have been suspended or for any period following your
expulsion from membership in the NASD. You further agree that you will not make
available Shares in any state or other jurisdiction in which such Shares may not
be lawfully offered for sale. You shall promptly answer all written complaints
received by you relating to Trust accounts and forward copies of such complaints
and your responses to Xxxxxxx and X. Xxxxxxxxxxxx, Inc., 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000, Attn.: Xx. Xxxxx XxXxxxxx Saltwick, Senior Vice
President, Compliance.
11. You agree to indemnify, defend and hold us and our
directors and officers and the Trust and its trustees and officers and any
person who controls us and/or the Trust within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and against any and
all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims and any counsel fees incurred or in
connection therewith) which we or our directors and officers, or the Trust and
its trustees and officers, and any such controlling person, as aforesaid, may
incur arising out of or based upon (i) any breach of any representation,
warranty or covenant made by you herein, (ii) any failure by you to perform your
obligations as set forth herein, (iii) your action or inaction relating to any
duties, functions, procedures or responsibilities undertaken by you pursuant to
your use of the Transfer Agent or the NSCC, including that which may arise out
of the malfunction of your programs, systems and equipment, or (iv) any
violation by you of any law, rule or regulation, which violation may result in
liability to us or to the Trust. In the event that we or the Trust determine to
refund any amounts paid by an investor by reason of your breach, failure or
violation, you shall return to us or the Trust any fees previously paid to you
by us with respect to the transaction for which the refund is being made. This
section shall survive termination of this Agreement.
12. This Agreement shall become effective when accepted by you
below. We and the Trust reserve the right, in our discretion upon notice to you,
to amend, modify or terminate this Agreement at any time or to suspend sales or
withdraw the offering of Shares entirely or to change the fees payable
hereunder. You may, upon notice to us, terminate this Agreement at any time.
Orders received following notice to you of any amendment or modification to this
Agreement shall be deemed to be a confirmation of your acceptance of such
amendment or modification.
13. This Agreement is not assignable or transferable, except
that we may assign or transfer this Agreement to any successor which becomes
general distributor of the Trust.
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14. All communications to us should be sent to: Xxxxxxx and X.
Xxxxxxxxxxxx, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attn: Xx.
Xxxxx XxXxxxxx Saltwick, Senior Vice President, Compliance. Any notice to you
shall be duly given if mailed or telefaxed to you at the address specified by
you below. This Agreement shall be construed under the laws of the State of New
York. This agreement is subject to the Prospectus from time to time in effect,
and, in the event of a conflict, the terms of the Prospectus shall control. Any
changes, modifications or additions reflected in any Prospectus shall be
effective on the date of the Prospectus (or supplement thereto) unless specified
otherwise.
Please confirm your acceptance of this Agreement by executing
both copies of this Agreement and returning one of the originals to us for our
files.
XXXXXXX AND X. XXXXXXXXXXXX, INC. (Distributor)
By:______________________________
By:______________________________
Accepted and Dated:___________________________________
______________________________________________________
(SELLING GROUP MEMBER)
By:___________________________________________________
Name:_________________________________________________
Title:________________________________________________
______________________________________________________
(Address)
______________________________________________________
(City) (State) (Zip Code)
