Sunstone Distribution Services, LLC
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
DEALER AGREEMENT
Sunstone Distribution Services, LLC ("Distributor") has entered into a
Distribution Agreement with the JohnsonFamily Funds, Inc. (the "Funds")
pursuant to which it acts as distributor of shares of the Funds (the
"Distribution Agreement"). This Agreement, being made between the
Distributor and the undersigned authorized dealer (the "Dealer"), relates
to the sale of shares of the Funds, the services to be provided by the
Dealer and the payments to be made therefore.
1. Sale of Shares.
(a) Dealer will offer and sell the shares of the Funds only in
accordance with the terms and conditions set forth in the then current
Prospectus relating to the respective Fund (which term "Prospectus" used
herein shall include any related Statement of Additional Information), and
in accordance with all applicable laws, rules and regulations. Dealer
will use its best efforts in the development and promotion of sales of
shares of each Fund and agrees to be responsible for the proper
instruction and training of all sales personnel employed by or associated
with Dealer, 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.
(b) Dealer understands that the shares of each Fund will be offered
and sold at the current offering price in effect at the time an order for
such shares is confirmed and accepted by the Fund. All purchase requests
and applications submitted by Dealer are subject to acceptance or
rejection in the Fund's sole discretion. Orders shall be placed either
directly with the Funds' Transfer Agent in accordance with such procedures
as may be established by Distributor, the Funds or the Transfer Agent, or
with the Transfer Agent through the facilities of the National Securities
Clearing Corporation ("NSCC"), if available, in accordance with the rules
of the NSCC. If payment is not received by the Fund in accordance with
such procedures, the Fund reserves the right, without notice, to cancel
the sale, in which case Dealer will be responsible for any losses,
including loss of profit, suffered by Distributor and that Fund resulting
from Dealer's failure to make the aforesaid payment.
(c) Dealer understands and agrees that the sales charge and dealer
commission relative to any sale of shares of a Fund made by Dealer will be
in an amount as set forth in the then current Prospectus relating to that
Fund or in separate written notice to Dealer. Unless at the time of
transmitting an order Dealer advises the Funds to the contrary, the Funds
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.
(d) Distributor's obligations to Dealer under this Agreement are
subject to all provisions of any agreement entered into between
Distributor and the Fund. Dealer understands and agrees that for all
purposes of this Agreement Dealer is acting as an independent contractor,
and Distributor is in no way responsible for the manner of Dealer's
performance or for any of Dealer's acts or omissions in connection
therewith. Nothing in this Agreement shall be construed to constitute
Dealer or any of Dealer's agents, employees or representatives as
Distributor's agent, partner or employee, or the agent or employee of any
Fund.
(e) Neither the Dealer nor any of its officers, employees or agents
are authorized to make any representations concerning Distributor, the
Funds or the shares of the Funds except those contained in the Funds' then
current Prospectuses.
(f) Dealer understands and agrees that if any shares sold by Dealer
under the terms of this Agreement are redeemed by a Fund or are
repurchased by Distributor as agent for that Fund or are tendered to that
Fund for redemption within seven business days after the confirmation to
Dealer of its purchase order for such shares, Dealer will promptly refund
Distributor the full amount of the commission allowed to Dealer on the
original sale.
2. Distribution Services.
(a) To the extent that Dealer provides distribution assistance
and/or account maintenance and personal services, including furnishing
services and assistance to Dealer's customers who invest in and own shares
of any such Fund, Dealer shall be paid a fee at the annual rate of 0.25%
of the average daily net asset value of the shares of the respective Fund
which are owned of record by Dealer as nominee for its customers or which
are owned by those customers of Dealer whose records, as maintained by
such Fund or its agent, designate Dealer as the customer's dealer of
record, which fee will be computed daily and payable quarterly. For
purposes of determining the fees payable under this Section 2, the average
daily net asset value of such shares will be computed in the manner
specified in the Funds' Registration Statement (as the same is in effect
from time to time) in connection with the computation of the net asset
value of shares for purposes of purchases and redemptions.
(b) Dealer understands that this Section 2 has been entered into
pursuant to the Service and Distribution Plan (the "Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act")
adopted by the Funds, and is subject to the provisions of the Plan, said
Rule, as well as any other applicable rules or regulations promulgated by
the Securities and Exchange Commission.
3. Miscellaneous.
(a) Dealer certifies that (a) it is a member of the National
Association of Securities Dealers, Inc. ("NASD") and it agrees to maintain
membership in the NASD, or (b) it is a foreign dealer not eligible for
membership in the NASD. In either case, Dealer agrees to abide by 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, Section 2830 of the Conduct Rules of the NASD, all of which
are incorporated herein as if set forth in full. Dealer further agrees to
comply with all applicable state and federal laws and the rules and
regulations of authorized regulatory agencies.
(b) Dealer will not sell or offer for sale shares of any Fund in any
state where (i) Dealer is not qualified to act as a dealer, or (ii) the
shares are not qualified for sale under the Blue Sky laws and regulations
for such state, except for states in which they are exempt from
qualification. Distributor will inform Dealer, upon request, as to the
states in which it believes the shares of the Funds have been qualified
for sale, but Distributor shall have no obligation or responsibility to
make shares of the Funds available for sale to Dealer customer's in any
jurisdiction. Dealer agrees to notify Distributor immediately if its
license or registration to act as a broker-dealer is revoked or suspended
by any Federal, self-regulatory or state agency.
(c) Dealer agrees to and hereby does release, indemnify and hold
Distributor and each Fund harmless from and against any and all
liabilities or losses resulting from requests, directions, actions or
inactions of or by Dealer or its officers, employees or agents ("Dealer
Affiliates") regarding Dealer's or Dealer Affiliate's responsibilities
hereunder, the purchase, redemption, transfer or registration of shares of
the Funds (or orders relating to the same) by Dealer or any Dealer
Affiliate or their clients, or Dealer's or any Dealer Affiliate's
violation of any law, rule or regulation, or any provision of this
Agreement. Notwithstanding anything herein to the contrary, the foregoing
indemnity and hold harmless agreement shall indefinitely survive the
termination of this Agreement. In the event that Distributor and/or any
Fund determine to refund any amount paid by any investor by reason for any
such violation, Dealer shall return to Distributor and/or that Fund any
commission previously paid or discounts allowed by Distributor with
respect to the transaction for which the refund is made. All expenses
which Dealer incurs in connection with its activities under this Agreement
shall be borne by Dealer.
(d) Dealer shall furnish Distributor and the Funds with such
information as shall reasonably be requested either by the Funds or by
Distributor with respect to the services provided and the fees paid to
Dealer pursuant to this Agreement.
(e) This Agreement shall become effective upon acceptance and
execution by Distributor. Unless sooner terminated as provided herein,
this Agreement shall continue in full force and effect as long as the
continuance of the Funds' Distribution and Service Plan and this Agreement
are approved at least annually by a vote of the Fund's Directors,
including a majority of the directors of such Fund who are not interested
persons of such Fund ("Independent Directors"), cast in person at a
meeting called for the purpose of voting thereon. Distributor may enter
into agreements with others relating to the sale of shares of the Funds
and the provision of distribution services.
(f) This Agreement may be terminated with respect to any Fund at any
time, without payment of any penalty, by the Distributor, the Dealer, the
vote of a majority of the Independent Directors of such Fund or by a vote
of a majority of the Fund's outstanding shares, upon notice to the other
party. It will be terminated, without notice, by any act which terminates
either the Distribution Agreement or the Funds' Service and Distribution
Plan, upon Dealer's expulsion or suspension from the NASD, and in any
event, it shall terminate automatically in the event of its assignment as
that term is defined in the 1940 Act.
(g) Dealer acknowledges that Distributor has and reserves the right,
in its 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 its sole discretion, to modify, amend or cancel this
Agreement upon written notice to Dealer of such modification, amendment or
cancellation, which shall be effective on the date stated in such notice.
(h) This Agreement shall be governed by and construed in accordance
with the laws of the State of Wisconsin. All notices hereunder shall be
to the respective parties at the address or numbers listed below, unless
changed by written notice given in accordance with this Agreement. All
communications shall be hereby given if mailed or sent by facsimile (with
confirming copy by mail) to the address or number specified below.
Name of Dealer (Please Print or Type)
Address of Dealer
By:
Authorized Officer
Date:
Phone and Fax:
NOTE: Please sign and return both copies of this Agreement to Sunstone
Distribution Services, LLC. Upon acceptance, one countersigned copy will
be returned to you for your files.
ACCEPTED:
SUNSTONE DISTRIBUTION SERVICES, LLC
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
By:
Authorized Officer
Date:
Phone and Fax:
