EXHIBIT (H)(26)
QUASAR DISTRIBUTORS, LLC
SALES AGREEMENT
From:
To: Quasar Distributors, LLC
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. (a) We certify that (i) we are registered as a broker-dealer under the
Securities Exchange Act of 1934 (the "1934 Act") or are exempt from
registration as a broker-dealer under the 1934 Act, (ii) we are
qualified as a broker-dealer in all states or other jurisdictions in
which we sell Fund Shares or are exempt from registration as a
broker-dealer in all states or other jurisdictions in which we sell
Fund Shares, and, (iii) if we sell shares in additional states or
jurisdictions in the future, we will become qualified to act as a
dealer in each such state or jurisdiction prior to selling any Fund
shares or will confirm an exemption from registration as a
broker-dealer in each such state or jurisdiction prior to selling any
Fund shares. We further agree to comply with all applicable state and
federal laws and 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.
We shall maintain any filings and licenses required by federal and
state laws to conduct the business contemplated under this Agreement.
We agree to notify Quasar immediately in the event of any finding that
we violated any applicable federal or state law, rule or
regulation arising out of our activities as a broker-dealer or in
connection with this Agreement, or which may otherwise affect in any
material way our ability to act in accordance with the terms of this
Agreement.
(b) If we are a "bank," as such term is defined in Section 3(a)(6) of
the 1934 Act, we further represent and warrant that we are a member of
the Federal Deposit Insurance Corporation ("FDIC") in good standing and
agree to notify Quasar immediately of any changes in our status with
the FDIC.
(c) If we are registered as a broker-dealer under the 1934 Act, we
represent and warrant that we are a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") and that
we agree to abide by the Conduct Rules of the NASD. We agree to notify
Quasar immediately in the event of our expulsion or suspension from the
NASD.
(d) If we are registered as a broker-dealer under the 1934 Act, we
further represent and warrant that we are a member of the Securities
Investor Protection Corporation ("SIPC") in good standing and agree to
notify Quasar immediately of any changes in our status with SIPC.
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.
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,
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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
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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. Both parties hereto agree to preserve the confidentiality of any and
all materials and information furnished by either party in connection
with this Agreement. The provisions of this Paragraph shall not apply
to any information which is: (a) independently developed by the
receiving party, provided the receiving party can satisfactorily
demonstrate such independent development with appropriate
documentation; (b) known to the receiving party prior to disclosure by
the disclosing party; (c) lawfully disclosed to the receiving party by
a third party not under a separate duty of confidentiality with respect
thereto to the disclosing party; or (d) otherwise publicly available
through no fault or breach by the receiving party.
In accordance with Regulation S-P, the parties hereto will not disclose
any non-public personal information, as defined in Regulation S-P,
regarding any Customer; provided, however, that either party hereto may
disclose such information as necessary in the ordinary course of
business to carry out the purposes for which such information was
disclosed to such party, or as may be required by law. Both parties
agree to use reasonable precautions to protect and prevent the
unintentional disclosure of such non-public personal information.
13. We represent and warrant that we have adopted an anti-money laundering
program ("AML Program") that complies with the Bank Secrecy Act, as
amended by the USA PATRIOT Act, and any future amendments (the "PATRIOT
Act," and together with the Bank Secrecy Act, the "Act"), the rules and
regulations under the Act, and the rules, regulations and regulatory
guidance of the SEC, the NASD or any other applicable self-regulatory
organization (collectively, "AML Rules and Regulations"). We further
represent that our AML Program, at a minimum, (1) designates a
compliance officer to administer and oversee the AML Program, (2)
provides ongoing employee training, (3) includes an independent audit
function to test the effectiveness of the AML Program, (4) establishes
internal policies, procedures, and controls that are tailored to its
particular business, (5) will include a customer identification program
consistent with the rules under section 326 of the Act, (6) provides
for the filing of all necessary anti-money laundering reports
including, but not limited to, currency transaction reports and
suspicious activity reports, (7) provides for screening all new and
existing customers against the Office of Foreign Asset Control ("OFAC")
list and any other government list that is or becomes
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required under the Act, and (8) allows for appropriate regulators to
examine our AML books and records.
14. 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.
---------------------------------- Accepted:
Dealer Firm QUASAR DISTRIBUTORS, LLC
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Street Address Authorized Signature Date
Xxxxx Xxxxxxxxx, President
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City State Zip Code Name and Title
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Authorized Signature Date
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Name and Title
RETURN SIGNED AGREEMENTS TO:
QUASAR DISTRIBUTORS, LLC
DEALER AGREEMENT DEPARTMENT
000 XXXX XXXXXXXX XXXXXX
XXXXXXXXX, XX 00000
A FULLY EXECUTED ORIGINAL WILL BE RETURNED FOR YOUR RECORDS.
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BILATERAL NETWORKING AGREEMENT
This Agreement is made this ______ day of ______, 20__, by and between Quasar
Distributors, LLC, a Delaware limited liability company, and
___________________________ , an entity that engages in the purchase and sale of
shares of the Funds listed on Appendix A hereto (collectively, the "Funds").
The undersigned parties each agree to comply with the National Securities
Clearing Corporation rules and procedures as stated in the Standard Networking
Agreement issued in the ICI Memorandum dated April 23, 1993.
QUASAR DISTRIBUTORS, LLC
By: Date:
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Xxxxx Xxxxxxxxx, President
By: Date:
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Name:
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Title:
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