NEW ENGLAND FUNDS, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dealer Agreement
As dealer for our own account, we offer to sell to you shares of each of
the Funds listed on Exhibit A hereto as from time to time revised by us
(the "Funds" and each a "Fund"), of each of which Funds we are a principal
underwriter as defined in the Investment Company Act of 1940 (the "Act")
and from which we have the right to purchase shares.
With respect to each of the Funds (except for paragraph 4, which applies
only with respect to each Fund having in effect from time to time a service
plan or service and distribution plan adopted pursuant to Rule 12b-1 under
the Act):
0.Xx all sales of shares of the Fund 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 any of the Funds or for us.
2.Orders received from you will be accepted by us only at the public
offering price applicable to each order, except for transactions to
which a reduced offering price applies as provided in the then current
Prospectus (which term as used herein shall include the Statement of
Additional Information) of the Fund. The minimum dollar purchase of
shares of each Fund by any investor shall be the applicable minimum
amount described in the then current Prospectus of the fund and no order
for less than such amount will be accepted hereunder. The public
offering price shall be the net asset value per share plus the sales
charge, if any, applicable to the transaction, expressed as a percentage
of the public offering price, as determined and effective as of the time
specified in the then current Prospectus of the Fund. The procedures
relating to the handling of orders shall be subject to any instructions
that we shall forward from time to time to you. All orders are subject
to acceptance or rejection by us in our sole discretion. You hereby
agree to comply with the attached Policies and Procedures with Respect
to Sales of Shares of New England Funds Offering Multiple Classes of
Shares.
3.The sales charge applicable to any sale of Fund shares by you and the
dealer concession or commission applicable to any order from you for the
purchase of Fund shares accepted by us shall be as set forth in the
then current Prospectus of the Fund. You may be deemed to be an
underwriter in connection with sales by you of shares of the Fund where
you receive all or substantially all of the sales charge as set forth in
the Fund's Prospectus, and therefore you may be subject to applicable
provisions of the Securities Act of 1933.
We are entitled to a contingent deferred sales charge ("CDSC") on
redemptions within five years of purchase on any Class B shares sold and
within one year of purchase of certain Class A shares sold as described
in the Prospectus. You agree that you will sell shares subject to a
CDSC and that are to be held in omnibus accounts only if you are a
NETWORKING participant with the National Securities Clearing Corporation
and if such accounts are pursuant to a NETWORKING Agreement.
Reduced sales charges or no sales charge may apply to certain
transactions under letter of intent, combined purchases or investments,
reinvestment of dividends and distributions, repurchase privilege, unit
investment trust distribution reinvestment or other programs, as
described in the then current Prospectus of the Fund.
4.Rule 12b-1 Plans. The substantive provisions of this Paragraph 4 have
been adopted pursuant to Rule 12b-1 under the Act by certain Funds,
under plans pursuant to such Rule (each a "Plan").
(a) You agree to provide (i) for those Funds with a Service Plan,
personal services to investors in shares of the Funds and/or the
maintenance of shareholder accounts and (ii) for those Funds with a
Service and Distribution Plan, both personal services to investors in
shares of the Funds and/or the maintenance of shareholder accounts and
also distribution and marketing services in the promotion of Fund
shares. As compensation for these services, we shall pay you, with
respect to Fund shares which are owned of record by your firm as
nominee for your customers or which are owned by those shareholders
whose records, as maintained by the Fund or its agent, designate your
firm as the shareholder's dealer of record, a quarterly services fee
or services fee and distribution fee based on the average daily net
asset value of such Fund shares at the rate set forth with respect to
the Fund in Exhibit A hereto as from time to time revised by us. No
such fee will be paid to you with respect to shares purchased by you
and redeemed or repurchased by the Fund or by us as agent within seven
(7) business days after the date of our confirmation of such purchase.
No such fee will be paid to you with respect to any of your customers
if the amount of such fee based upon the value of such customer's Fund
shares will be less than $5.00. Normally, payment of such fee to you
shall be made within forty-five (45) days after the close of each
quarter for which such fee is payable.
(b) You shall furnish us and the Fund with such information as shall
reasonably be requested by the Trustees or Directors of the Fund with
respect to the fees paid to you pursuant to this paragraph 4.
(c) The provisions of this Paragraph 4 may be terminated by the vote
of a majority of the Trustees or Directors of the Fund who are not
interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements
related to the Plan, or by vote of a majority of the Fund's
outstanding shares, on sixty (60) days' written notice, without
payment of any penalty. Such provisions will be terminated also by
any act that terminates either the Fund's Distributor's Contract or
Underwriting Agreement with us or this Dealer Agreement and shall
terminate automatically in the event of the assignment (as that term
is defined in the Act) of this Dealer Agreement.
(d) The provisions of the Distributor's Contract or Underwriting
Agreement between the Fund and us, insofar as they relate to the Plan,
are incorporated herein by reference. The provisions of this
paragraph 4 shall continue in full force and effect only so long as
the continuance of the Plan, the Distributor's Contract or
Underwriting Agreement and these provisions is approved at least
annually by a vote of the Trustees or Directors, including a majority
of the Trustees or Directors who are not interested persons of the
Fund and who have no direct or indirect financial interest in the
operation of the Plan or in any agreements related to the Plan, cast
in person at a meeting called for the purpose of voting thereon.
0.Xxx agree to purchase shares only from us or from your customers. If
you purchase shares from us, you agree that all such purchases shall me
made only: (a) to cover orders already received by you from your
customers; (b) for shares being acquired by your customers pursuant to
either the Exchange Privilege or the Reinvestment Privilege, as
described in the then current Prospectus of the Fund; (c) for your own
bona fide investment; or (d) for investments by any IRS qualified
pension, profit-sharing or other trust established for the benefit of
your employees or for investments in Individual Retirement Accounts
established by your employees, and, if you so advise us in writing prior
to any sale of Fund shares pursuant to this subparagraph (d), you agree
to waive all your dealer concessions to all sales of Fund shares
pursuant to this subparagraph (d). If you purchase shares from your
customers, you agree to pay such customers not less than the applicable
redemption price as established by the then current Prospectus of the
Fund. We agree that we will not purchase any securities from the Fund
except for our own bona fide investment purposes or for the purpose of
covering purchase orders that we have already received or for shares to
be acquired by our customers pursuant to either the exchange privilege
or the repurchase privilege, as described in the then current Prospectus
of the Fund.
0.Xxx shall sell shares only: (a) to customers at the applicable public
offering price, except for shares being acquired by your customers at
net asset value pursuant to either the exchange privilege or the
repurchase privilege, as described in the then current Prospectus of the
Fund, and (b) to us as agent for the Fund at the redemption price. In
such a sale to us, you may act either as principal for your own account
or as agent for your customer. If you act as principal for your own
account in purchasing shares for resale to us, you agree to pay your
customer not less than the price that you receive from us. If you act
as agent for your customer in selling shares to us, you agree not to
charge your customer more than a fair commission for handling the
transaction, except that you agree to receive no compensation of any
kind based on the reinvestment of redemption or repurchase proceeds
pursuant to the repurchase privilege, as described in the then current
Prospectus of the Fund.
0.Xxx hereby certify that all of your customers' taxpayer identification
numbers ("TIN") or social security numbers ("SSN") furnished to us by
you are correct and that you will not open an account without providing
the customer's TIN or SSN.
0.Xxx shall not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholding;
e.g., by a change in the net asset value from that used in determining
the public offering price to your customers.
9. We will not accept from you any conditional orders for shares.
10. If any Fund shares sold to you under the terms of this Agreement are
redeemed by the Fund or repurchased by us as agent for the Fund within
seven (7) business days after the date of our confirmation of the
original purchase by you, it is agreed that you shall forfeit your right
to the dealer concession or commission received by you on such Fund
shares.
We will notify you of any such repurchase or redemption within ten (10)
business days after the date thereof and you shall forthwith refund to
us the entire concession or commission allowed or paid to you on such
sale. We agree, in the event of any such repurchase or redemption, to
refund to the Fund the share of the sales charge, if any, retained by
us and upon receipt from you of the concession allowed to you on Class A
Shares, to pay such refund forthwith to the Fund.
11. Payment for Fund shares sold to you shall be made on or before the
settlement date specified in our confirmation, at the office of our
clearing agent, and by check payable to the order of the Fund, which
reserves the right to delay issuance, redemption or transfer of shares
until such check has cleared. If such payment is not received by us, we
reserve the right, without notice, forthwith either to cancel the sale,
or, at our option, to sell the shares ordered back to the Fund, and in
either case, we may hold you responsible for any loss, including loss of
profit, suffered by us or by the Fund resulting from your failure to
make payment as aforesaid.
12. You will also act as principal in all purchases by a shareholder
for whom you are the dealer of record of Fund shares with payments sent
directly by such shareholder to the Shareholder Servicing and Transfer
Agent (the "Agent") specified in the then current Prospectus of the
Fund, and you authorize and appoint the Agent to execute and confirm
such purchases to such shareholder on your behalf. The Agent will remit
monthly to you the amount of any concessions due with respect to such
purchases, except that no concessions will be paid to you on any
transaction for which your net sales concession is less than the total
of $5.00 in any one month. You also represent that with respect to all
such direct purchases of Fund shares by such shareholder, you may
lawfully sell shares of such Fund in the state designated as such
shareholder's record address.
13. Stock certificates for shares sold to you shall be issued only if
specifically requested and upon the terms specified from time-to-time by
the Trustees of the Fund. If no open account registration or transfer
instructions are received by the Agent within 20 days after payment by
you for shares sold to you, an open account for such shares will be
established in your name. You agree to hold harmless and indemnify us,
the Agent and the Fund, for any loss or expenses resulting from such
open account registration of such shares.
14. No person is authorized to make any representations concerning
shares of the Fund except those contained in the then current Prospectus
of the Fund and in sales literature issued by us supplemental to such
Prospectus. In purchasing shares from us, you shall rely solely on the
representations contained in such Prospectus and such sales literature.
We will furnish you with additional copies of such Prospectus and such
sales literature and other releases and information issued by us in
reasonable quantities upon request.
If, with permission from us, you use any advertisement or sales
literature which has not been supplied by us, you are responsible for
ensuring that the material complies with all applicable regulations and
has been filed with the appropriate authorities. Also, you will send us
copies of all such materials within ten (10) days of first use.
15. The Fund reserves the right in its discretion and we reserve the
right in our discretion, without notice, to suspend sales or withdraw
the offering of Fund shares entirely. We reserve the right, by written
notice to you, to amend, modify or cancel this Dealer Agreement. Notice
for all purposes shall be deemed to be given when mailed or
electronically transmitted to you.
16. This Dealer Agreement shall replace any prior agreement between you
and us and is conditioned upon your representation and warranty that you
are a member of the National Association of Securities Dealers, Inc. or,
in the alternative, that you are a foreign dealer not eligible for
membership in that Association, in which case you agree that, in making
any sales to purchasers within the United States of securities acquired
from us, you will conform to the provisions of paragraphs (a) and (b)
of Rule 25 of Article III of that Association's Rules of Fair Practice.
You and we agree to abide by the Rules and Regulations of the National
Association of Securities Dealers, Inc., including without limitation
Rules 2, 21 and 26 of Article III of its Rules of Fair Practice, and all
applicable state and federal laws, rules and regulations.
You will not offer Fund shares for sale in any state (a) where they are
not qualified for sale under the blue sky laws and regulations of such
state of (b) where you are not qualified to act as a dealer.
In the event that you offer Fund shares for sale outside the United
States, you agree to comply with the applicable laws, rules and
regulations of the foreign government having jurisdiction over such
sales, including any regulations of United States military authorities
applicable to solicitations to military personnel.
17. All communications to us should be sent to the above address. Any
notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below. This Agreement shall be effective when
accepted by you below and shall be construed under the laws of The
Commonwealth of Massachusetts.
Accepted: New England Funds, L.P.
___________________________________ By: __________________________
Dealer's Name
Address
___________________________________
By: ___________________________________
Authorized Signature of Dealer
___________________________________
(Please print name)
Date: ___________________________________
