Exhibit (e)(3)
First Fund Distributors, Inc.
SALES AGREEMENT
From: CIBC World Markets Corp.
To: First Fund Distributors, Inc.
Ladies and Gentlemen:
We desire to enter into an agreement with you for the sale and distribution of
the shares of each open-end investment company (or class or series thereof
having a separate portfolio) for which you act as principal underwriter. Each
such investment company (or such a class or series) is hereafter referred to as
a "Fund".
A list of Funds at the present time is attached hereto as Appendix A. Upon
acceptance of this Agreement by you, we understand that we may offer and sell
shares of each of the Funds (whether or not listed in Appendix A), subject,
however, to all of the terms and conditions hereof and to your right, without
notice, to suspend and terminate the sale of the shares of any one or more of
the Funds.
1. We understand that the shares of each Fund will be offered and sold at the
current offering price in effect at the time the order for such shares is
confirmed and accepted by you. All purchase requests and applications
submitted by us are subject to acceptance or rejection in your sole
discretion, and, if accepted, each purchase will be deemed to have been
consummated at your office.
2. We certify that (a) we are a member of the National Association of
Securities Dealers, Inc. ("NASD") and agree to maintain membership in the
NASD, or (b) we are a foreign dealer not eligible for membership in the
NASD, or (c) we are not a "non-member broker or dealer" as defined in the
Rules of Conduct of the NASD. In any case, we agree that we are subject to
all the rules and regulations of the Securities and Exchange Commission
and the NASD that are binding upon underwriters and dealers in the
distribution of securities of open-end investment companies, including,
without limitation, Rule 2830 of the NASD Rules of Conduct, all of which
are incorporated herein as if set forth in full. We further agree to
comply with all applicable state and federal laws and all the rules and
regulations of authorized regulatory agencies. We agree that we will sell
or offer for sale shares of each Fund in only those states or
jurisdictions whose laws permit the sale in question, whether or not such
permission is dependent on registration or qualification of a Fund or its
shares under such law.
3. We will offer and sell the shares of each Fund only in accordance with the
terms and conditions set forth in the then current Prospectus relating to
the Fund (which term "Prospectus" used herein shall include any related
statement of additional information), and we will make no representations
not included in said Prospectus or in any supplemental sales material
authorized and supplied by you. We will use our best efforts in the
development and promotion of sales of shares of each Fund and agree to be
responsible for the proper instruction and training of all sales personnel
employed by or associated with us, in order that such shares will be
offered in accordance with the terms and conditions of this Agreement and
all applicable laws, rules and regulations. We agree to hold you and/or
each Fund harmless and indemnify you and/or each Fund in the event that
we, or any of our sales representatives should violate any law, rule or
regulation, or any provisions of this Agreement, which violation may
result in liability to you and/or any Funds; and in the event that you
and/or any Fund determine to refund any amounts
paid by any investor by reason of any such violation on our part, we shall
return to you and/or that Fund any commission previously paid or discounts
allowed by you to us with respect to the transaction for which the refund
is made. All expenses which we incur in connection with our activities
under this Agreement shall be borne by us.
You agree to indemnify us and hold harmless us and our affiliated from and
against any and all liabilities, losses, and costs (including reasonable
attorney's fees and expenses) arising out of or as a result of (a) any
untrue statement of a material contained in the Prospectus or any
supplement thereto; (b) the omission to state therein a material fact
required to be stated therein or necessary to make statements therein not
misleading or (c) any violation by you of any law, rule or regulation, or
any material provisions of this Agreement, which violation may result in
liability to us. Such indemnification shall survive termination of this
Agreement.
4. We understand and agree that the sales charge and dealer commission
relative to any sales of shares of a Fund made by us will be in an amount
as set forth in the then current Prospectus relating to the Fund or in
separate written notice to us.
5. Payment for purchases of shares of each Fund made by wire order from us
shall be made to you or for your account and received by you within three
business days after the acceptance of our order or such shorter time as
may be required by law. If such payment is not received by you, we
understand that you reserve the right, without notice, to cancel the sale,
or, at your option, to sell the shares ordered by us back to the
applicable Fund, in which latter case we may be held responsible for any
loss, including loss of profit, suffered by you and/or the Fund, resulting
from our failure to make the aforesaid payment. Where sales of the shares
of the Fund are contingent upon the receipt of payment therefor, we will
forward promptly to you any purchase orders and/or payments received by us
from investors.
6. We agree to purchase shares only from you or from our customers. If we
purchase shares from you, we agree that all such purchases shall be made
only to cover orders received by us from our customers, or for our own
bona fide investment. If we purchase shares from our customers, we agree
to pay such customers not less than the redemption price as established by
the then applicable current Prospectus.
7. Unless at the time of transmitting an order we advise you to the contrary,
you may consider the order to be the total holding of an investor and
assume that the investor is not entitled to any reduction in sales price
beyond that accorded to the amount of the purchase as determined by the
schedule set forth in the then applicable current Prospectus.
8. We understand and agree that if any shares sold by us under the terms of
this Agreement are redeemed by a Fund or are repurchased by you as agent
for that Fund or are tendered to that Fund for redemption within seven
business days after the confirmation to us of our purchase order for such
shares, we will promptly refund to you the full amount of the commission
allowed to us on the original sale.
9. Your obligations to us under this Agreement are subject to all the
provisions of any agreement entered into between you and the applicable
Fund (or investment company of which a Fund is a class or series). We
understand and agree that in performing our services covered by this
Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this
Agreement shall be construed to constitute us or any of our agents,
employees or representatives as your agent, partner or employee, or the
agent or employee of a Fund.
10. We may terminate this Agreement by notice in writing to you, which
termination shall become effective thirty days after the date of mailing
to you. We agree that you have and reserve the right, in your sole
discretion without notice, to suspend sales of shares of any of the Funds,
or to withdraw entirely the offering of shares of any of the Funds, or, in
your sole discretion, to modify, amend or cancel this Agreement upon
written notice to us of such modification, amendment or cancellation,
which shall be effective on the date stated in such notice. Without
limiting the foregoing, you may terminate this Agreement for cause on
violation by us of any of the provisions of this Agreement, said
termination to become effective on the date of mailing notice to us of
such termination. Without limiting the foregoing, any provision hereof to
the contrary notwithstanding, our expulsion from the NASD will
automatically terminate this Agreement without notice; our suspension from
NASD or violation of applicable state or federal laws or rules or
regulations of authorized regulatory agencies will terminate this
Agreement effective upon the date of your mailing notice to us of such
termination. Your failure to terminate for any cause shall not constitute
a waiver of your right to terminate at a later date for any such cause.
All notices hereunder shall be to the respective parties at the address
listed herein, unless changed by notice given in accordance with this
Agreement.
11. This Agreement shall become effective as of the date it is executed and
dated by you below. This Agreement may not be assigned or transferred;
provided, however, that you may assign or transfer this Agreement to any
successor firm or distributor of any of the Funds.
12. To the extent that state law has not been preempted by the provisions of
any law of the United States heretofore or hereafter enacted, as the same
may be amended from time to time, this Agreement shall be construed and
enforced in accordance with the laws of the State of Wisconsin.
CIBC World Markets Corporation Accepted:
Dealer Firm First Fund Distributors, Inc.
One World Financial Center, 36th Floor
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Street Address Authorized Signature Date
Xxx Xxxx XX 00000 Xxxxxx X. Xxxxxxxxx, President
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City State Zip Code Name and Title
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Authorized Signature Date
Xxxxxxxx X. Xxxxxxxxx, Managing Director
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Name and Title
Return signed agreements to:
First Fund Distributors, Inc.
0000 Xxxx Xxxxxxxxx Xx., Xxx 000X
Xxxxxxx XX 00000
Attn: Xxxx Xxxxxxx
A fully executed original will be returned for your records.
NSCC NETWORKING BILATERAL AGREEMENT
Agreement made this July 23rd of 2001 by and between First Fund Distributors,
Inc., a Delaware corporation, and CIBC World Markets Corp. (the "Broker"), an
entity that engages in the purchase and sale of shares of the Funds listed on
Appendix A. (The "Funds").
The undersigned agrees to comply with the National Securities Clearing
Corporation rules and procedures as stated in the Networking Agreement (the
"Agreement") issued in the ICI Memorandum dated April 23, 1993.
First Fund Distributors, Inc.
By: __________________________ Date:_______________
Xxxxxx X. Xxxxxxxxx, President
CIBC World Markets Corp.
By:_________________________ Date:_______________
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Managing Director
FIRST FUND DISTRIBUTORS, INC.
APPENDIX A
NSCC # AlphaCode Mutual Fund
------ --------- -----------
GLENMEDE FUND GROUP
4955 D5 Glenmede Core Fixed Income Portfolio
4955 D5 Glenmede Government Cash Portfolio
4955 D5 Glenmede Institutional International Portfolio
4955 D5 Glenmede International Portfolio
4955 D5 Glenmede Large Cap Value Portfolio
4955 D5 Glenmede New Jersey Municipal Portfolio
4955 D5 Glenmede Small Cap Growth
4955 D5 Glenmede Small Cap Value A
4955 D5 Glenmede Small Cap Value B
4955 D5 Glenmede Strategic Equity Portfolio
4955 D5 Glenmede Tax Exempt Portfolio
[First Fund Distributors, Inc. letterhead]
October 1, 2001
Dear Sir or Madam:
Effective October 1, 2001, Quasar Distributors, LLC, a registered broker-dealer
and affiliate of Firstar Mutual Fund Services, LLC and U.S. Bancorp ("Quasar"),
purchased First Fund Distributors, Inc. ("FFDI"). Accordingly, Quasar now serves
as principal underwriter for all mutual funds previously underwritten by FFDI.
Pursuant to Section 11 of the Sales Agreement (the "Agreement") between you and
FFDI, this letter constitutes written notice of assignment of the Agreement from
FFDI to its successor firm, Quasar.
Going forward, please have all mail pertaining to Quasar sent to the following
address:
Quasar Distributors, LLC
Attn: Dealer Agreement Dept.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Please note that this assignment should have no other effect on the terms and
provisions of the Agreement. If you have any questions regarding the above
information, please contact Xxxxx Xxxxxxxx at 212-633-9700 or Xxx Xxxxxxxxx at
414-287-3994.
Sincerely,
Xxxxxx X. Xxxxxxxx Xxxxx Xxxxxxxxx
Principal President
First Fund Distributors, Inc. Quasar Distributors, LLC
