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EXHIBIT (e)(2)
SUNSTONE DISTRIBUTION SERVICES, LLC
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
DEALER AGREEMENT FOR THE SALE OF SHARES
OF E-XXXXXX FUNDS
Gentlemen:
We have entered into a Distribution Agreement with e-xxxxxx Funds (the "Trust"),
a business trust registered as a management investment company under the
Investment Company Act of 1940 (the "1940 Act"), in connection with its two
separate series, and such other series as may be added to the Trust in the
future (collectively the "Funds"), pursuant to which we have been appointed
distributor of shares of the Funds.
This Dealer Agreement (the "Agreement") has been adopted pursuant to Rule 12b-1
under the 1940 Act by the Trust on behalf of the Funds under a Distribution Plan
(the "Plan") adopted pursuant to said Rule. This Agreement, being made between
Sunstone Distribution Services, LLC (the "Distributor") and the undersigned
authorized dealer, relates to the services to be provided by the authorized
dealer and for which it is entitled to receive payments pursuant to the Plan.
1. To the extent that you provide distribution assistance and/or account
maintenance and personal services in accordance with the Plan and applicable
rules of the National Association of Securities Dealers, Inc. (the "NASD") to
those of your customers who may from time to time directly or beneficially own
shares of the Funds, you shall be entitled to a fee periodically pursuant to the
Plan.
2. The fee paid with respect to the Net30 Index Fund will be computed daily and
paid quarterly at an annual rate of up to 0.25% of the average net asset value
of the shares of the Net30 Index Fund purchased or acquired by your firm as
nominee for your customers, or are owned by those customers of your firm whose
records, as maintained by the Fund or its transfer agent, designate your firm as
the customers' dealer of record or holder of record. The fee paid with respect
to the classes of shares of the Internet Fund will be computed and paid
quarterly at annual rates of up to the percentages specified below of the
average net asset value of the shares of the Internet Fund purchased or acquired
by your firm as nominee for your customers, or are owned by those customers of
your firm whose records, as maintained by the Fund or its transfer agent,
designate your firm as the customers' dealer of record or holder of record
(collectively, the "Subject Shares"):
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Class Distribution Services Shareholder Services
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A 0.25% ---
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B 0.75% 0.25%
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C 0.75% 0.25%
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For purposes of determining the fees payable under this Agreement, the average
daily net asset value of the Subject Shares will be computed in the manner
specified in the Funds' Registration Statement ("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.
3. The total of the fees calculated for each respective Fund for any period with
respect to which such calculations are made will be paid within 45 days after
the close of such period. We reserve the right at any time to impose minimum fee
payment requirements before any periodic payments will be made to you hereunder.
In the event payment due for a period is less than $10.00, such payment will not
be made but will be included with the next scheduled payment when the aggregate
due exceeds $10.00.
4. You shall furnish us and the Funds with such information as shall reasonably
be requested either by the Trustees of the Funds or by us with respect to the
services provided and the fees paid to you pursuant to this Agreement, including
but not limited to blue sky sales reports. We shall furnish the Trustees of the
Funds, for their review on a quarterly basis, a written report of the amounts
expended under the Plan by us and the purposes for which such expenditures were
made.
5. Orders shall be placed either directly with the Funds' Transfer Agent in
accordance with such procedures as may be established by us 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. In addition, all orders are subject to acceptance or
rejection by us or the relevant Fund in the sole discretion of either. Purchase
orders shall be subject to receipt by the Trust's Transfer Agent of all required
documents in proper form and to the minimum initial and subsequent purchase
requirements set forth in the Registration Statement.
6. Settlement of transactions shall be in accordance with such procedures as may
be established by us, the Transfer Agent or, if applicable, the rules of the
NSCC. If payment is not so received, we and the Funds reserve the right
forthwith to cancel the sale, or at the option of us or the Funds to sell the
Shares at the then prevailing net asset value, in which in either case you agree
to be responsible for any loss resulting to the Funds and/or to us from your
failure to make payments as aforesaid.
7. You shall be allowed the concessions from the public offering price, if any,
as set forth in the then current prospectus of the Funds. Unless at the time of
transmitting an order you advise the Fund and its Transfer Agent 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 current prospectus of the Funds.
8. If any shares sold to you are redeemed by the Funds or repurchased for the
account of the Fund or are tendered to the Funds for redemption or repurchase
within seven business days after the date of confirmation to you of your
original purchase order for said Shares, you agree to pay
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forthwith to us the full amount of any dealer concession allowed or commission
paid to you on the original sale, and we agree to pay the amount of any such
dealer concession to the Fund when received by us. Alternatively, we may, in our
discretion, withhold payment to you of such shares.
9. For all purposes of this Agreement you will be deemed to be an independent
contractor and neither you nor any of your employees or agents shall have any
authority to act in any matter or in any respect as agent for the Funds or for
the Distributor. Neither you nor any of your employees or agents are authorized
to make any representation concerning shares of the Funds except those contained
in the then current Prospectus for the Funds. By your written acceptance of this
Agreement, you agree to and do release, indemnify and hold us harmless from and
against any and all liabilities, losses, claims, demands, charges, costs and
expenses (including reasonable attorneys fees) resulting from requests,
directions, actions or inactions of or by you or your officers, employees or
agents or the purchase, redemption, transfer or registration of shares of the
Funds (or orders relating to the same) by you or your clients, or from your
breach of any of the terms of this agreement. In the event we or the Funds
determine to refund any amount paid by an investor by reason of any such
violation, you shall return to us or the Funds any commission previously paid or
discounts allowed with respect to the transaction for which the refund is made.
Notwithstanding anything herein to the contrary, the foregoing indemnity and
hold harmless agreement shall indefinitely survive the termination of this
Agreement.
10. We may enter into other similar agreements with any other person without
your consent.
11. You represent that you are a member of the NASD and agree to maintain
membership in the NASD. You agree to abide by all the rules and regulations of
the Securities and Exchange Commission and the NASD which are binding upon
underwriters and dealers in the distribution of the securities of open-end
investment companies, including without limitation, Section 2830 of the NASD
Conduct Rules, all of which are incorporated herein as if set forth in full. You
shall comply with all applicable laws including state and Federal laws and the
rules and regulations of authorized regulatory agencies. You will not sell or
offer for sale shares of any Fund in any state or jurisdiction where (i) you are
not qualified to act as a dealer or (ii) the shares are not qualified for sale,
including under the Blue Sky laws and regulations for such state, except for
jurisdictions in which they are exempt from qualification. You agree to notify
us immediately if your license or registration to act as a broker-dealer is
revoked or suspended by any Federal, self-regulatory or state agency. We do not
assume any responsibility in connection with your registration under the laws of
the various states or jurisdictions or under federal law or your qualification
under any applicable law or regulation to offer or sell shares.
12. You agree to maintain all records required by law relating to transactions
involving the shares, and upon the request of us, or the Trust, promptly make
such of these records available to us or the Trust's agents as are requested. In
addition you hereby agree to establish appropriate procedures and reporting
forms and/or mechanisms and schedules in conjunction with us and the Trust's
administrator, to enable the Trust to identify the location, type of, and sales
to all accounts opened and maintained by your customers or by you on behalf of
your customers.
13. This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty, upon notice to the other party, by the
Distributor or the vote of a majority of the
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Trustees of such Fund who are not interested persons of that Fund and have no
direct or indirect financial interest in the operation of the plan or any
agreements relating to the Plan (the "Independent Trustees") or by a vote of a
majority of the Fund's outstanding shares. It will be terminated, without
notice, by any act which terminates either the Distribution Agreement with us or
the Plan, upon your 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. We may in our sole discretion modify or amend this
Agreement upon written notice to you of such modification or amendment, which
shall be effective on the date stated in such notice.
14. The provisions of the Plan and the Distribution Agreement, insofar as they
relate to our obligations and the payment of fees hereunder, are incorporated
herein by reference. This Agreement shall become effective upon acceptance and
execution by us. Unless sooner terminated as provided herein, this Agreement
shall continue in full force and effect as long as the continuance of the Plan
and this related Agreement are approved at least annually by a vote of the
Trustees, including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting thereon. All communications to us
should be sent to the address shown on the first page of this Agreement. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
16. This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, excluding the laws on conflicts of laws.
---------------------------------------- SUNSTONE DISTRIBUTION SERVICES, LLC
Name of Dealer (Please Print or Type)* 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
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Address of Dealer
By: By:
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Authorized Officer Authorized Officer
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Print Name Print Name
Date: Date:
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Phone:
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*NOTE: Please sign and return both copies of this Agreement to Sunstone
Distribution Services, LLC, Attention: Xxxxxx Xxxxxxx. Upon acceptance,
one countersigned copy will be returned to you for your files.
