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EXHIBIT 6.7
COMMON SENSE(SM) DISTRIBUTORS
SELLING AGREEMENT
WITH
PFS INVESTMENTS INC.
This Selling Agreement made and entered into this 21st day of
February, 1995, in Duluth, Georgia by and between Common Sense Distributors, an
indirect subsidiary of The Travelers Inc. with principal office and place of
business at 0000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxx 00000-0000
("Distributors"), and PFS Investments Inc., a Georgia corporation with
principal office and place of business at 0000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxxx,
Xxxxxxx 00000-0000 ("Dealer").
WHEREAS, Distributors has entered into a contract with COMMON
SENSE(SM) TRUST, a diversified, open-end management company, organized as a
Massachusetts business trust under the terms of which contract Distributors
will act as Principal Underwriter, as defined in the Investment Company Act of
1940, for the sale of shares of Common Sense II Emerging Growth Fund and Common
Sense II International Equity Fund, with the right to purchase shares of the
above mutual funds (the "Funds") for distribution of such shares exclusively to
Dealer for Dealer's sale to investors; and
WHEREAS, Distributors and Dealer desire to enter into an agreement
whereby Dealer will act as the exclusive selling broker-dealer of shares of the
Funds;
NOW, THEREFORE, IT IS AGREED between Distributors and Dealer as
follows:
(1) Distributors will distribute shares of the Funds only through
Dealer and through no other broker.
(2) Dealer retains and has the right to act as broker-dealer for
other securities, including without limitation other mutual funds and other
brokerage activities.
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(3) In performing its function as Principal Underwriter,
Distributors acts as an independent contractor to perform the functions as
distribution agent for the Funds. In no respect is Distributors an actual
agent for the Funds.
(4) Shares purchased from Distributors for sale to the public
shall be offered and sold at the price or prices, and on the terms and
conditions, set forth in the currently effective prospectuses of the Funds.
Dealer may act as investor for its own account, and in the sale of shares to
the public as agent for Dealer's customers and in no transaction shall Dealer
have any authority to act or hold itself out as agent for Distributors, any of
the Funds, the Funds' Custodians, the Funds' Transfer Agent, or any other
party, and nothing in this agreement shall constitute Dealer a partner,
employee or agent of Distributors or give Dealer any authority to act for
Distributors. Neither Distributors nor the Funds shall be liable for any of
Dealer's acts or obligations as a broker-dealer under this agreement.
(5) Shares purchased from Distributors for sale to the public
shall be purchased only to cover orders previously received by Dealer from
Dealer's customers. Shares purchased for Dealer's own bona fide investment
shall not be reoffered or sold except to the applicable Fund.
Distributors agrees to purchase shares only for investment or
to cover orders received. Dealer will not purchase for any other securities
broker or dealer. Dealer will not withhold placing any customers' order so as
to profit therefrom.
(6) Only unconditional orders for a designated number of shares or
dollar amount of investment shall be accepted. Procedures relating to handling
orders shall be conveyed by Distributors to Dealer from time to time. All
orders are subject to acceptance or rejection by Distributors in its sole
discretion. All purchase orders received by Distributors will be subject to
receipt of shares by Distributors from the Funds.
(7) If any shares sold to or through Dealer under the terms of
this agreement are repurchased by Distributors or by the Funds or are tendered
for redemption within seven business days after date of Distributors'
confirmation, Distributors and Dealer each agree to pay to the Fund all
commissions they respectively received on such shares.
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(8) On sales by Dealer to the public, Dealer shall receive the
applicable selling commission and/or concessions, as provided in the current
prospectus of the Funds, as amended from time to time. All commissions and
concessions are subject to change without notice by the Distributor and will
comply with all changes in regulatory requirements. Dealer agrees that it will
not combine customer orders to reach breakpoints in commissions for any purpose
whatsoever unless authorized by the then current prospectus of the Funds or by
Distributors in writing.
Dealer agrees to advise Distributors of any letter of intent
signed by the customer when placing wire trades. If Dealer fails to do so, it
will be liable to Distributors for return of commissions plus interest thereon.
Shareholders may not purchase or accumulate purchases of
shares with a net asset value of more than $10,000,000 in any one of the Funds,
except with the prior written consent, and in the sole discretion of
Distributors.
Distributors may, from time to time, for promotional purposes,
reallow more of the sales charge to Dealer on sales by Dealer or its
representatives. Any such additional reallowances shall take effect in
accordance with the terms and conditions contained in written notification to
Dealer.
(9) Remittance of the net amount due for shares purchased from
Distributors shall be made payable to Common Sense Shareholder Services
("Services"), Agent for Distributors, in Atlanta funds, within the time
specified by the rules of the NASD. Payments from Dealer to Services shall be
sent to 0000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxx 00000-0000, along with
Dealer's transfer instructions on the appropriate copy of Distributors'
confirmation of sale to Dealer. If such payment is not received by
Distributors, it reserves the right to liquidate the shares purchased for
Dealer's account and risk. Promptly upon receipt of payment, shares sold to
Dealer shall be deposited by Services to an account on the books of the Fund(s)
in accordance with Dealer's instructions. Certificates will not be issued
unless specifically requested, and Distributors reserves the right to levy a
charge for issuance of certificates.
(10) Dealer represents that: it is, and at the time of purchasing
any shares of the Funds will be, registered as a broker-dealer with the U.S.
Securities and Exchange Commission, a member in
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good standing of the NASD and qualified to act as a broker-dealer in the states
or jurisdictions in which it intends to offer shares of the Funds; and it will
abide by all applicable federal and state statutes and rules and the rules of
the NASD. The Dealer will provide immediate notice to Distributors if Dealer
becomes the subject of an order of expulsion or suspension. Expulsion from the
NASD will automatically terminate this agreement. In the event of expulsion or
suspension, no commissions will be paid to the Dealer.
(11) No person is authorized to make any representations concerning
shares of any of the Funds except those contained in the current prospectus or
statement of additional information for such Fund, as amended from time to
time. In purchasing shares from Distributors, Dealer shall rely solely on the
representations contained in such prospectuses and statements of additional
information.
(12) Additional copies of the current prospectuses, statements of
additional information and other literature will be supplied by Distributors to
Dealer in reasonable quantities upon request.
(13) Dealer will not advertise the Funds in any manner whatsoever
without the prior written approval of Distributors.
(14) Distributors reserves the right in its discretion, upon
written notice to Dealer, to suspend sales or withdraw the offering of shares
entirely or to modify or cancel this agreement.
(15) Dealer reserves the right to cancel this agreement at any time
upon written notice to Distributors.
(16) This agreement shall terminate automatically in the event of
its assignment by Dealer.
(17) Distributors shall indemnify and hold Dealer harmless from and
against any and all liability, claims, actions, cost, payment and expense
arising out of, because of or as a result of any act or omission of
Distributors.
(18) All communications and notices to a party shall be sent to the
party at its address stated in the Preamble. This agreement shall be construed
in accordance with the laws of Georgia.
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COMMON SENSE DISTRIBUTORS
By: /s/ Xxxxxxx X. Xxxxx
PFS INVESTMENTS INC.
a Georgia corporation
By: /s/ Xxxxxx X. XxXxxxxxx
Senior Vice President
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