SELLING AGREEMENT
Dear Sirs:
As the principal underwriter of shares of certain registered
investment companies presently or hereafter managed, advised or administered by
Kobrick-HFS Funds, Inc., shares of which companies are distributed by us at
their respective net asset values plus sales charges as applicable, pursuant to
our Distribution Agreement with such companies (the "Funds"), we invite you to
participate as a non-exclusive agent in the distribution of shares of any and
all of the Funds upon the following terms and conditions:
1. You are to offer and sell such shares only at the public offering prices
that shall be currently in effect, in accordance with the terms of the
then current Prospectuses and Statements of Additional Information of
the Funds subject in each case to the delivery prior to or at the time
of such sales of the then current Prospectus. You agree to act only as
agent in such transactions and nothing in this Agreement shall
constitute either of us the agent of the other or shall constitute you
or the Fund the agent of the other. In all transactions in these shares
between you and us, we are acting as agent for the Fund and not as
principal. All orders are subject to acceptance by us and become
effective only upon confirmation by us. We reserve the right in our
sole discretion to reject any order. The minimum dollar purchase of
shares of the Funds shall be the applicable minimum amounts described in
the then current Prospectuses and Statements of Additional Information
and no order for less than such amounts will be accepted.
2. On each purchase of shares by you from us, the total sales charges and
discount to selected dealer, if any, shall be as stated in each Fund's then
current Prospectus.
Such sales charges and discount to selected dealers are subject to
reductions under a variety of circumstances as described in each Fund's
then current Prospectus and Statement of Additional Information. To obtain
these reductions, we must be notified when the sale takes place which would
qualify for the reduced charge.
There is no sales charge or discount to selected dealers on the
reinvestment of any dividends or distributions.
3. All purchases of shares of a Fund made under any cumulative purchase
privilege as set forth in a Fund's then current effective Prospectus shall
be considered an individual transaction for the purpose of determining the
concession from the public offering price to which you are entitled as set
forth in paragraph 2 hereof.
4. As an authorized agent to sell shares of the Fund, you agree to purchase
shares of the Funds only through us or from your customers. Purchases
through us shall be made only for your own investment purposes or for the
purpose of covering purchase
orders already received from your customers, and we agree that we will not
place orders for the purchase of shares from a Fund except to cover
purchase orders already received by us. Purchases from your customers shall
be at a price not less than the net asset value quoted by each such Fund at
the time of such purchase. Nothing herein contained shall prevent you from
selling any shares of a Fund for the account of a record holder to us or to
such Fund at the net asset value quoted by us and charging your customer a
fair commission for handling the transaction.
5. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
6. You agree to sell shares of the Funds only (a) to your customers at the
public offering prices then in effect or (b) to us as agent for the Funds
or to each such Fund itself at the redemption price, as described in each
Fund's then current effective Prospectus.
7. Settlement shall be made promptly, but in no case later than the time
customary for such payments after our acceptance of the order or, if so
specified by you, we will make delivery by draft on you, the amount of
which draft you agree to pay on presentation to you. If payment is not so
received or made, the right is reserved forthwith to cancel the sale or at
our option to resell the shares to the applicable Fund, at the then
prevailing net asset value in which latter case you agree to be responsible
for any loss resulting to such Fund or to us from your failure to make
payment as aforesaid.
8. If any shares sold to you under the terms of this Agreement are repurchased
by a Fund or by us as agent, or purchased for the account of that Fund or
tendered to that Fund for purchase at liquidating value under the terms of
the Master Trust Agreement or other document governing such Fund within
seven (7) business days after the date of confirmation to you of your
original purchase order therefor, you agree to pay forthwith to us the full
amount of the concession allowed to you on the original sale and we agree
to pay such amount to the Fund when received by us. We shall notify you of
such repurchase within ten (10) days of the effective date of such
repurchase.
9. All sales will be subject to receipt of shares by us from the Funds. We
reserve the right in our discretion, without notice to you, to suspend
sales or withdraw the offering of shares entirely, or to modify or cancel
this Agreement.
10. From time to time during the term of this Agreement we may make payments to
you pursuant to a Distribution Plan (the "Plan") adopted by the Funds
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act")
in consideration of your furnishing distribution and/or shareholder
services hereunder with respect to each Fund. We have no obligation to make
any such payments and you waive any such
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payments until we receive monies therefor from the Funds. Any such payments
made pursuant to this Section 10 shall be subject to the following terms
and conditions:
(a) Any such payments shall be in such amounts as we may from time to time
advise you in writing but in any event not in excess of the amounts
permitted by the plan in effect with respect to each particular Fund and
will be based on the dollar amount of Fund shares which are owned of record
by your firm as nominee for your customers or which are owned by those
customers of your firm whose records, as maintained by the Funds or their
agents, designate your firm as the customer's dealer of record. Any such
payments shall be in addition to the selling concession, if any, allowed to
you pursuant to this Agreement. No such fee will be paid to you with
respect to shares purchased by you and redeemed by the Funds or by us as
agent within seven business days after the dates of confirmation of such
purchase.
(b) You represent that you will use all compensation received pursuant to
this Section 10 solely for activities related to the promotion and
marketing of shares of the Funds and for other services provided to Fund
Shareholders. You agree that you shall reimburse us to the extent that the
aggregate payments you receive pursuant to this Section 10 are not used for
the foregoing purpose.
(c) The provisions of this Section 10 relate to the Plan adopted by the
Funds pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person
authorized to direct the disposition of monies paid or payable by a Fund
pursuant to this Section 10 shall provide the Funds' Board of Trustees, and
the Trustees shall review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made.
(e) The provisions of this Section 10 applicable to each Fund shall remain
in effect for not more than a year and thereafter for successive annual
periods only so long as such continuance is specifically approved at least
annually in conformity with Rule 12b-1 and the Act. The provisions of this
Section 10 shall automatically terminate with respect to a particular Plan
in the event of the assignment (as defined by the Act) of this Agreement,
in the event such Plan terminates or is not continued, in the event of any
amendment to the Plan that requires such termination, or in the event this
Agreement terminates or ceases to remain in effect. The provisions of this
Section 10 shall also terminate upon the vote of a majority of a Fund's
Trustees who are not "interested persons" of the Fund, as defined in the
Act, and have no direct or indirect financial interest in the operation of
the Plan or in this Agreement, or by a vote of a majority of the
outstanding voting securities of the Fund on not more than 60 days' notice.
In addition, the provisions of this Section 10 may be terminated at any
time, without penalty, by either party with respect to any particular Plan
on not more than 60 days' nor less than 30 days' written notice delivered
or mailed by registered mail, postage prepaid, to the other party.
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11. No person is authorized to make any representations concerning the Funds or
shares of the Funds except those contained in each Fund's then current
effective Prospectus or Statement of Additional Information and any such
information as may be released by a Fund as information supplemental to
such Prospectus or Statement of Additional Information. In purchasing
shares through us you shall rely solely on the representations contained in
each Fund's then current effective Prospectus or Statement of Additional
Information and above-mentioned supplemental information.
12. Additional copies of each such Prospectus or Statement of Additional
Information and any printed information issued as supplemental to each such
Prospectus or Statement of Additional Information will be supplied by us to
you and your selling agents in reasonable quantities upon request.
13. We, our affiliates and the Funds shall not be liable for any losses,
expenses, damages, costs or other claims arising out of any redemption or
exchange pursuant to telephone instructions from any person, or our refusal
to execute such instructions for any reason.
14. All notices and other communications to us shall be sent to us at Funds
Distributor Inc., 00 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000. 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 National Association of Securities
Dealers, Inc.
15. This Agreement may be terminated upon written notice by either party at any
time, and shall automatically terminate upon its attempted assignment by
you, whether by operation of law or otherwise, or by us otherwise than by
operation of law.
16. By accepting this Agreement, you represent that you are registered as a
broker-dealer under the Securities Exchange Act of 1934, are qualified to
act as a broker or dealer in the states or other jurisdictions where you
transact business, and are a member in good standing of the National
Association of Securities Dealers, Inc., and you agree that you will
maintain such registrations, qualifications, and membership in good
standing and in full force and effect throughout the term of this
Agreement. You further agree to comply with all applicable Federal laws,
the laws of the states or other jurisdictions concerned, and the rules and
regulations promulgated thereunder and with the Constitution, By-Laws and
Conduct Rules of the National Association of Securities Dealers, Inc., and
that you will not offer or sell shares of the Funds in any state or
jurisdiction where they may not lawfully be offered and/or sold.
If you are offering and selling shares of the Funds in jurisdictions
outside the several states, territories, and possessions of the United
States and are not otherwise required to be registered, qualified, or a
member of the National Association of Securities Dealers, Inc., as set
forth above, you nevertheless agree to observe the applicable laws of the
jurisdiction in which such offer and/or sale is made, to comply with the
full
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disclosure requirements of the Securities Act of 1933 and the regulations
promulgated thereunder, to conduct your business in accordance with the
spirit of the Conduct Rules of the National Association of Securities
Dealers, Inc. You agree to indemnify and hold the Funds, their investment
advisor, and us harmless from loss or damage resulting from any failure on
your part to comply with applicable laws.
17. You agree to maintain records of all sales of shares made through you and
to furnish us with copies of each record on request.
18. This Agreement and all amendments to this Agreement shall take effect with
respect to and on the date of any orders placed by you after the date set
forth below or, as applicable, after the date of the notice of amendment
sent to you by the undersigned.
19. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and shall be binding upon both parties hereto
when signed and accepted by you in the space provided below.
For: Funds Distributor, Inc.
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
By: Date
For:
Address of Principal Office
City State Zip Code
By: Its:
Authorized Signature Title Date
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Print Name
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