Exhibit (e)(2)
SELECTED DEALER AGREEMENT
[CATHOLIC FINANCIAL SERVICES CORPORATION LETTERHEAD]
Date:
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Re: Letter Agreement for Continuous Offering of Shares of
The Catholic Alliance Funds, Inc. By Selected Dealers
Ladies and Gentlemen:
Catholic Financial Services Corporation (the "Company") desires to
enter into an agreement with you for making available to your customers and
reselling to us shares of each series of The Catholic Alliance Funds, Inc.
("CAF") of which we are, or may become, Distributor (such series hereinafter
collectively referred to as the "Funds" and individually as a "Fund") and whose
shares are offered to the public at an offering price which may or may not
include a front-end sales charge or a contingent deferred sales charge
(hereinafter referred to as "Shares"). Upon acceptance of this Agreement by you,
you understand that you may offer Shares and act as authorized agent for your
customers' purchases of Shares from us, subject, however, to all of the
following terms and conditions, and to our right, without notice, to suspend or
terminate the sale of the Shares of any one or more of the Funds:
1. Shares will be made available at the current offering price
in effect at the time the order for such Shares is confirmed and accepted by us
at our office in Milwaukee, Wisconsin. All purchase orders, redemption orders
and applications of your customers submitted by you are subject to acceptance or
rejection in our sole discretion and, if accepted, each purchase will be deemed
to have been consummated at our office in Milwaukee, Wisconsin.
2. You agree to abide by the provisions of the Investment
Company Act of 1940, as amended (the "1940 Act"), the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and all applicable
rules and regulations of the Securities and Exchange Commission ("SEC") and the
NASD, including without limitation, the NASD Rules of Fair Practice, whether or
not you are a broker-dealer subject to the jurisdiction of the SEC and NASD.
Without limiting the generality of the foregoing, you agree that you will not
withhold placing customers' orders for Shares so as to profit yourself as a
result of such withholding. You further agree to comply with all applicable
state and Federal laws and the rules and regulations of authorized regulatory
agencies. You agree that you will not offer Shares in any state or other
jurisdiction unless we have advised you in advance that such sale is exempt from
the qualification requirements of such state's securities laws.
3. You will make available to your customers Shares of a Fund
only in accordance with the terms and conditions of the then current Prospectus
and Statement of Additional Information (collectively referred to as the
"Prospectus") relating to that Fund, and you will make no representations about
such Shares
Date:
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not included in said Prospectus or in any authorized supplemental
material supplied or authorized by us. You will use reasonable efforts in the
offer of Shares and agree to be responsible for the proper instruction and
training of all brokerage personnel in this area employed by you, in order that
the Shares will be offered in accordance with the terms and conditions of this
Agreement and all applicable laws, rules and regulations. You agree to hold us
harmless and indemnify us, CAF and our and their respective officers, directors
and employees in the event that you or any of your current or former employees
or agents should violate any law, rule or regulation, or any provision of this
Agreement, which violation may result in any loss or liability to us, CAF, any
Fund or any of our affiliates or affiliates of CAF. If we determine to refund
any amounts paid by an investor by reason of any such violation, you shall
promptly return to us on demand any agency commissions previously paid by us to
you with respect to the transaction for which the refund is made. Furthermore,
you agree to indemnify us, our affiliates and CAF against any and all claims,
demands, controversies, actions, losses, damages, liabilities, expenses,
arbitrations, complaints or investigations, including without limitation,
reasonable attorneys' fees and court costs that are the result of or arise
directly or indirectly, in whole or in part, from us, our affiliates or CAF
acting upon instructions for the purchase, exchange or redemption of
uncertificated book shares received through our manual or automated phone system
or the Fund/SERV program of National Securities Clearing Corporation; provided
such loss, liability or damages are not the result of the gross negligence,
recklessness or intentional misconduct of us, our affiliates or CAF. All
expenses which you incur in connection with your activities under this Agreement
shall be borne by you. In connection with all purchase or redemption orders, you
are acting as agent for your customer and each transaction is for the account of
your customer and not for your own account. Termination or cancellation of this
Agreement shall not relieve you from the requirements of this paragraph as to
transactions or occurrences arising prior to such termination.
4. You will be entitled to agency commissions from the Company
on the sale of Shares as described in the current Prospectus for the relevant
Fund at the time of the sale. The Company reserves the right to increase,
decrease or discontinue payment of agency commissions for sale of Shares at any
time in its sole discretion upon written notice to you and any orders placed
after the effective date of such change will be subject to the rate(s) of agency
commissions in effect at the time of receipt of the payment by us.
Date:
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5. Where a front-end sales charge applies to the purchase of a
Fund's shares, an investor will be entitled to a reduction in the sales charge
on purchases made under a letter of intent in accordance with the current
Prospectus of the relevant Fund. In such a case, your agency commission will be
paid based upon the reduced sales charge, but adjustment to a higher agency
commission will thereafter be made to reflect actual purchases by the investor
if he should fail to fulfill his letter of intent.
6. Except for sales pursuant to plans established by the Funds
with an agent and providing for the periodic investment of new monies, orders
will not be accepted for less than the minimum number of shares or dollar
amounts set forth in the then current Prospectus of the relevant Fund.
7. Payments for purchases of Shares made by telephone or wire
order (including purchase orders received through our manual or automated phone
system, or via the Fund/SERV program of National Securities Clearing
Corporation), and all necessary account information required by us to establish
an account or to settle a redemption order, including, without limitation, the
tax identification number of the purchaser, certified either by the purchaser or
by you, shall be provided to us and received by us within three business days
after our acceptance of your order or such shorter time as may be required by
law. If such payment and other settlement information are not timely received by
us, you understand that we reserve the right, without notice, to cancel the
purchase or redemption order, or, at our option in the case of a purchase order,
to sell the Shares ordered by you back to the relevant Fund, and in either case
you may be held responsible for any loss, including loss of profit, suffered by
us or any relevant Fund resulting from your failure to make the aforesaid timely
payment or settlement. If sales of any Fund's Shares are contingent upon the
Fund's receipt of Federal Funds in payment therefor, you will forward promptly
to us any purchase orders and/or payments received by you for such Shares from
your customers. With respect to purchase orders of uncertificated book shares
placed via Fund/SERV, you shall retain in your files all applications and other
documents required by us to establish an account or to settle a redemption
order. You will provide us with the original of such documents at our request.
8. You agree that you will act as agent with respect to Shares
only if they are purchased from us or repurchased by us from your customers. If
Shares are purchased from us by your customers, you warrant that such purchases
are only for investment. If Shares are purchased by you from your customers for
redemption to us, you agree that such customers will be paid not less than the
applicable redemption or repurchase price then quoted by the Fund.
9. We may consider any order you place for Fund Shares to be
the total holding of Shares by the investor, and we may assume that the investor
is not entitled to any reduction in sales price beyond that accorded to the
amount of that purchase order as determined by the schedule set forth in the
then current Prospectus for the relevant Fund(s), unless you advise us otherwise
when you place the order.
Date:
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10. You may place redemption orders with us for Shares owned
by your customers, but only in accordance with the terms of the current
Prospectus. You understand and agree that by placing a redemption order with us
by wire or telephone (including redemption orders for uncertificated book shares
placed via our manual or automated phone system or via the Fund/SERV program of
National Securities Clearing Corporation), you represent to us that a request
for the redemption of the Shares covered by the redemption order has been
delivered to you by the registered owner(s) of such Shares, and that such
request has been executed in the manner and with the signature(s) of such
registered owner(s) guaranteed as required by the then current Prospectus of the
applicable Fund(s). Such redemption orders shall be subject to the following
additional conditions:
(a) You shall furnish us with the exact registration
and account number to be redeemed at the time you
place a redemption order by wire or telephone.
Other than for redemption orders of uncertificated
book shares placed via Fund/SERV, you shall tender
to us, within three business days of your placing
such redemption order: (i) a stock power or
letter, duly signed by the registered owner(s) of
the Shares which are the subject of the order,
duly guaranteed, (ii) any Share certificates
required for such redemption, and (iii) any
additional documents which may be required by the
applicable Fund or its transfer agent, in
accordance with the terms of the then current
Prospectus of the applicable Fund and the policies
of the transfer agent. With respect to redemption
orders of uncertificated book shares placed via
Fund/SERV, you shall retain in your files all
documents required by us to effect such
transaction. You will provide us with the
original of such documents at our request.
Date:
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(b) The redemption price will be the next net asset value
per share of the Shares computed after our receipt,
prior to the close of the New York Stock Exchange
("NYSE"), of an order placed by you to redeem such
Shares, except that orders placed by you after the
close of the NYSE on a business day will be based
on the Fund's net asset value per share determined
that day, but only if such orders were received by
you from your customer prior to the close of
business of the NYSE that day and if you placed
your redemption order with us prior to our normal
close of business that day.
(c) In connection with a redemption order you have
placed, if you fail to make delivery of all
required certificates and documents in a timely
manner, as stated above (other than for redemption
orders placed via Fund/SERV), or if the registered
owner(s) of the Shares subject to the redemption
order redeems such Shares prior to your settlement
of the order, we have the right to cancel your
redemption order. If any cancellation of a
redemption order or if any error in the timing of
the acceptance of a redemption order placed by you
shall result in a loss to us or the applicable
Fund, you shall promptly reimburse us for such
loss.
11. If any Shares sold to your customers under the terms of
this Agreement are redeemed by any of the Funds (including without limitation
redemptions resulting from an exchange for Shares of another Fund) or are
repurchased by us as agent for the Fund or are tendered to a Fund for redemption
within seven business days after our confirmation to your customers of your
original purchase order for such Shares, you shall promptly repay us the full
amount of the agency commission (including any supplemental commission) allowed
to you on the original sale, provided we notify you of such repurchase or
redemption. Termination amendment or cancellation of this Agreement shall not
relieve you from the requirements of this paragraph.
12. You will comply with, and conform your practices to, any
and all written compliance standards and policies and procedures that we may
from time to time provide to you.
Date:
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13. You understand and agree that we are in no way responsible
for the manner of your performance of, or for any of your acts or omissions in
connection with, the services you provide under this Agreement. In no
transaction shall you have any authority whatsoever to act as agent of a Fund,
of CAF, of us or of any other Selected Dealer, and nothing in this Agreement
shall constitute either of us the agent of the other or shall constitute you, on
the one hand, and CAF or any of the Funds on the other hand, as the agent of the
other. Except as otherwise indicated herein, all transactions in Shares between
you and us are as principal, each for its own account.
14. Any notice to you shall be duly given if mailed or
telegraphed to you at your address as registered from time to time with the
NASD. Any notice to the Company shall be sent to 0000 Xxxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxxxxxx, Director of
Mutual Fund Operations.
15. You may terminate this Agreement by written notice to us,
which termination shall become effective ten days after the date of mailing such
notice to us. You agree that we have and reserve the right, in our sole
discretion without notice to you, to suspend sales of Shares of any of the
Funds, at any time, or to withdraw entirely the offering of Shares of any of the
Funds, at any time, or, in our sole discretion, to modify, amend or cancel this
Agreement upon written notice to you of such modification, amendment or
cancellation, which shall be effective on the date stated in such notice.
Without limiting the foregoing: (a) we may terminate this Agreement if you
violate any of the provisions of this Agreement, said termination to become
effective on the date we mail such notice to you; (b) any provision hereof to
the contrary notwithstanding, the appointment of a trustee for all or
substantially all of your business assets, or your violation of applicable state
or Federal laws or rules and regulations of authorized regulatory agencies will
terminate this Agreement effective upon the date we mail notice to you of such
termination; and (c) this Agreement shall terminate automatically and without
notice upon your expulsion or suspension by the NASD. Our failure to terminate
this Agreement for a particular cause shall not constitute a waiver of our right
to terminate this Agreement at a later date for the same or any other cause. All
notices hereunder shall be to the respective parties at the addresses listed
hereon, unless such address is changed by written notice sent to the last
address of the other party provided under this Agreement.
16. This Agreement shall become effective as of the date when
it is executed and dated by you below and shall be in substitution of any prior
agreement between you and us covering any of the Funds. This Agreement and all
the rights and obligations of the parties hereunder shall be governed by and
construed under the laws of the State of Wisconsin applicable to agreements to
be performed in Wisconsin, without giving effect to choice of law
rules. This Agreement is not assignable or transferable, except that we may
without notice or consent from you, assign or transfer this Agreement to any
successor firm or corporation which becomes the Distributor or Sub-Distributor
of Shares of the Funds or assign any of our duties under this Agreement to any
entity controlled by or controlling the Company or under common control with the
Company.
Sincerely,
Date:
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CATHOLIC FINANCIAL SERVICES CORPORATION
Xxxxx X. Xxxxx, President
Accepted:
(Name of Selected Dealer)
(Address)
By:
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(Authorized Signature of Selected Dealer)
(Name) (Title)
