1
EXHIBIT 99.B6(b)
SELLING GROUP AGREEMENT XXXXXX DISTRIBUTORS, INC.
000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000
Dear Financial Services Firm:
As principal underwriter and distributor, we invite you to
join a Selling Group for the distribution of shares of the Xxxxxx
Funds (herein called "Funds"), but only in those states in which
the shares of the respective Funds may legally be offered for
sale. As exclusive agent of each of the Funds, we offer to sell
to you shares of the Funds on the following terms:
1. In all sales of these 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 issuer, for us, or for
any other member of the Selling Group.
2. Orders received from you will be accepted by us only at
the public offering price applicable to each order, as
established by the Prospectus of each Fund, subject to the
discount, commission or other concession, if any, as provided in
such Prospectus. Upon receipt from you of any order to purchase
shares of a Fund, we shall confirm to you in writing or by wire
to be followed by a confirmation in writing. Additional
instructions may be forwarded to you from time to time. All
orders are subject to acceptance or rejection by us in our sole
discretion.
3. You may offer and sell shares to your customers only at
the public offering price determined in the manner described in
the applicable Prospectus. The public offering price is the net
asset value per share as provided in the applicable Prospectus
plus, with respect to certain Funds, a sales charge from which
you shall receive a discount equal to a percentage of the
applicable offering price as provided in the applicable
Prospectus. You shall receive a sales commission, with respect
to certain Funds, equal to a percentage of the amount invested as
provided in the applicable Prospectus. You shall receive a
distribution service fee, for certain Funds for which such fees
are available, as provided in the applicable Prospectus which fee
shall be payable with respect to such assets, for such periods
and at such intervals as are from time to time specified by us.
The discounts or other concessions to which you may be entitled
in connection with sales to your customers pursuant to any
special features of a Fund (such as cumulative discounts, letters
of intent, etc., the terms of which shall be as described in the
applicable Prospectus and related forms) shall be in accordance
with the terms of such features. You may receive an
administrative service fee, with respect to certain Funds for
which such fees are available, as provided in the applicable
Prospectus, which fee shall be payable with respect to such
assets, for such periods and at such intervals as are from time
2
to time specified by us. Our liability to you with respect to
the payment of any service fee is limited to the proceeds
received by us from the Funds for your services, and you waive
any right you may have to payment of any service fee until we are
in receipt of the proceeds from the Funds that are attributable
to your services.
4. By accepting this agreement, you agree:
(a) To purchase shares only from us or from your customers.
(b) That you will purchase shares from us only to cover
purchase orders already received from your customers, or for your
own bona fide investments.
(c) That 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 to the Fund, or to us as agent for the
Fund, at the bid price currently quoted by or for the Fund and
charge your customer a fair commission for handling the
transaction.
(d) That you will not withhold placing with us orders
received from your customers so as to profit yourself as a result
of such withholding.
5. We will not accept from you any conditional orders for
shares.
6. If any shares confirmed to you under the terms of this
agreement are repurchased by the issuing Fund or by us as agent
for the Fund, or are tendered for repurchase, within seven
business days after the date of our confirmation of the original
purchase order, you shall forthwith refund to us the full
discount, commission, finder's fee or other concession, if any,
allowed or paid to you on such shares.
7. Payment for shares ordered from us shall be in New York
clearing house funds and must be received by the appropriate
Fund's shareholder service agent within seven days after our
acceptance of your order (or such shorter time period as may be
required by applicable regulations). If such payment is not
received, we reserve the right, without notice, forthwith to
cancel the sale or, at our option, to sell the shares ordered
back to the Fund, in which case we may hold you responsible for
any loss, including loss of profit suffered by us as a result of
your failure to make such payment.
8. Shares sold to you hereunder shall be available in
negotiable form for delivery at the appropriate Fund's
shareholder services agent, against payment, unless other
instructions have been given.
9. All sales will be made subject to our receipt of shares
from the Fund. We reserve the right, in our discretion, without
notice, to suspend sales or withdraw the offering of shares
entirely. We reserve the right to modify, cancel or change the
terms of this agreement, upon 15 days prior written notice to
you. Also, the sales charges, discounts, commissions or other
concessions, service fees of any kind provided for hereunder are
subject to change at any time by the Funds and us.
3
10. All communications to us should be sent to the address
in the heading above. Any notice to you shall be duly given if
mailed or telegraphed to you at the address specified by you
below.
11. This agreement shall be construed in accordance with
the laws of Illinois. This agreement is subject to the
Prospectuses of the Funds from time to time in effect, and, in
the event of a conflict, the terms of the Prospectuses shall
control. References herein to the "Prospectus" of a Fund shall
mean the prospectus and statement of additional information of
such Fund as from time to time in effect. Any changes,
modifications or additions reflected in any such Prospectus shall
be effective on the date of such Prospectus (or supplement
thereto) unless specified otherwise.
12. This agreement is subject to the Additional Stipulations and
Conditions on the reverse side hereof, all of which are a part of this
agreement.
Xxxxxx Distributors, Inc.
By
-------------------------
Authorized Signature
Title
-------------------------
We have read the foregoing agreement and accept and agree to the
terms and conditions thereof.
Firm
-------------------------
Witness
----------------------- By
-------------------------
Authorized Representative
Dated Title
------------------------- -------------------------
4
ADDITIONAL STIPULATIONS AND CONDITIONS
13. No person is authorized to make any representations concerning
shares of any Fund except those contained in the Prospectus of such Fund
and in printed information subsequently issued by the Fund or by us as
information supplemental to such Prospectus. If you wish to use your own
advertising with respect to a Fund, all such advertising must be approved
by us or by the Fund prior to use. You shall be responsible for any
required filing of such advertising.
14. Your acceptance of this agreement constitutes a representation
(i) that you are a registered security dealer and a member in good
standing of the National Association of Securities Dealers, Inc. and that
you agree to comply with all state and federal laws, rules and regulations
applicable to transactions hereunder and to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., or (ii) if you are
offering and selling shares of the Funds only in jurisdictions outside of
the several states, territories and possessions of the United States and
are not otherwise required to be a member of the National Association of
Securities Dealers, Inc., that you nevertheless agree to conduct your
business in accordance with the spirit of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., and to observe the
laws and regulations of the applicable jurisdiction. You likewise agree
that you will not offer to sell shares of any Fund in any state or other
jurisdiction in which they may not lawfully be offered for sale.
15. You shall make available an investment management account for your
customers through the Funds and shall provide such office space and
equipment, telephone facilities, personnel and literature distribution as
is necessary or appropriate for providing information and services to your
customer. Such services and assistance may include, but not be limited
to, establishment and maintenance of shareholder accounts and records,
processing purchase and redemption transactions, answering routine
inquiries regarding the Funds, and such other services as may be agreed
upon from time to time and as may be permitted by applicable statute,
rule, or regulation. You agree to release, indemnify and hold harmless
the Funds, us and our respective representatives and agents from any and
all direct or indirect liabilities or losses resulting from requests,
directions, actions or inactions of or by you, your officers, employees or
agents regarding the purchase, redemption or transfer of registration of
shares of the Funds for accounts of you, your customers and other
shareholders or from any unauthorized or improper use of any on-line
computer facilities. You shall prepare such periodic reports for us as
shall reasonably be requested by us. You shall immediately inform the
Funds or us of all written complaints received by you from Fund
shareholders relating to the maintenance of their accounts and shall
promptly answer all such complaints and other similar correspondence. You
shall provide the Funds and us on a timely
5
basis with such information as may be required to complete
various regulatory forms.
16. As a result of the necessity to compute the amount of
any contingent deferred sales charge due with respect to the
redemption of shares, you may not hold shares of a Fund imposing
such a charge in an account registered in your name or in the
name of your nominee for the benefit of certain of your customers
except with our prior written consent. Except as otherwise
permitted by us, shares of such a Fund owned by a shareholder
must be in a separate identifiable account for such shareholder.
17. Shares of certain Funds have been divided into separate
classes: Class A Shares, Class B Shares and Class C Shares.
Class A Shares are offered at net asset value plus an initial
sales charge. Class B Shares are offered at net asset value
without an initial sales charge but are subject to a contingent
deferred sales charge and a Rule 12b-1 fee and have a conversion
feature. Class C Shares are offered at net asset value without
an initial sales charge but are subject to a contingent deferred
sales charge and a Rule 12b-1 fee, and have no conversion
feature. Please see the appropriate Prospectuses for a more
complete description of the distinctions between the classes of
shares.
It is important to investors not only to choose Funds appropriate for
their investment objectives, but also to choose the appropriate
distribution arrangement, based on the amount invested and the expected
duration of the investment. To assist investors in these decisions, we
have instituted the following policies with respect to orders for shares
of the Funds. The following policies and procedures with respect to sales
of classes of shares of the Funds apply to each broker/dealer that
distributes shares of the Funds.
1. All purchase orders for $500,000 or more (not including street
name or omnibus accounts) should be for Class A Shares.
2. Any purchase order of less than $500,000 may be for either Class A,
Class B or Class C Shares in light of the relevant facts and
circumstances, including:
a. the specific purchase order dollar amount;
b. the length of time the investor expects to hold the shares; and
c. any other relevant circumstances such as the availability of
purchases under a Letter of Intent, Combined Purchases or Cumulative
Discount Privilege.
There are instances when one pricing structure may be more appropriate
than another. For example, investors who would qualify for a reduced
sales charge on Class A Shares may determine that payment of a reduced
front-end sales charge is preferable to payment of an ongoing Rule 12b-1
fee. On the other hand, investors whose orders would not qualify for such
a discount and who plan to hold their investment for more than six years
may wish to defer the sales charge and would consider Class B Shares.
Investors who prefer not to pay an initial sales charge and who plan to
redeem their shares within six years might consider Class C Shares.
6
Appropriate supervisory personnel within your organization must ensure
that all employees receiving investor inquiries about the purchase of
shares of the Funds advise the investor of the available pricing
structures offered by the Funds and the impact of choosing one method over
another, including breakpoints and the availability of Letters of Intent,
Combined Purchases and Cumulative Discounts. In some instances it may be
appropriate for a supervisory person to discuss a purchase with the
investor.
18. This agreement shall be in substitution of any prior selling
group agreement between you and us regarding these shares. This agreement
shall not be applicable to the provision of services for Cash Equivalent
Fund, Tax-Exempt California Money Market Fund, Tax-Exempt New York Money
Market Fund, Investors Cash Trust and similar wholesale money market
funds. The payment of related distribution and services fees, shall be
subject to separate services agreements.
