EXHIBIT 99(e) (2)
QUASAR DISTRIBUTORS, LLC
000 XXXX XXXXXXXX XXXXXX
XXXXXXXXX, XX 00000
DEALER AGREEMENT
This Agreement is made and effective as of this ____ day of __________,
20__, between Quasar Distributors, LLC ("Quasar"), a Delaware limited liability
company, and ("Dealer"), a ____________________.
WHEREAS, First American Strategy Funds, Inc., First American Funds, Inc.
and First American Investment Funds, Inc. (collectively, the "Fund Companies")
are registered under the Investment Company Act of 1940, as amended ("1940
Act"), as open-end investment companies and currently offer for public sale
shares of common stock or beneficial interest ("Shares") in the separate series
of the Fund Companies listed on Schedule A, as may be amended from time to time
(each, a "Fund");
WHEREAS, the Shares are registered for public sale under the Securities Act
of 1933 and are qualified for sale in certain states and jurisdictions of the
United States;
WHEREAS, Quasar serves as principal underwriter in connection with the
offering and sale of the Shares of each Fund pursuant to a Distribution
Agreement; and
WHEREAS, Dealer desires to serve as a selected dealer for the Shares of the
Funds.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
contained herein, Quasar and Dealer agree as follows:
1. OFFERS AND SALES OF SHARES.
(a) Dealer agrees to offer and sell Shares only at the public offering
price currently in effect, in accordance with the terms of the then-current
prospectus(es), including any supplements or amendments thereto, of each Fund
("Prospectus"). Dealer agrees to act only as agent on behalf of its customers
("Customers") in such transactions and shall not have authority to act as agent
for the Funds, for Quasar, or for any other dealer in any respect. All purchase
orders are subject to acceptance by Quasar and the relevant Fund and become
effective only upon confirmation by Quasar or an agent of the Fund. In its sole
discretion, either the Fund or Quasar may reject any purchase order and may,
provided notice is given to Dealer, suspend sales or withdraw the offering of
Shares entirely.
(b) Dealer understands and acknowledges that each Fund offers its Shares in
multiple classes, each subject to differing sales charges and financing
structures. Dealer hereby represents and warrants that it has established
compliance procedures designed to ensure that Customers are made aware of the
terms of each available class of the applicable Fund's Shares, to ensure that
each Customer is offered only Shares that are suitable investments of that
Customer and to
First American 12/10/2008
ensure proper supervision of Dealer's registered representatives in recommending
and offering multiple classes of Shares to its Customers.
(c) Dealer understands and acknowledges that certain Shares may be subject
to a contingent deferred sales charge when such Shares are redeemed. As to such
Shares which are not networked, Dealer agrees either (i) to refrain from issuing
such Shares in street name, or (ii) to monitor the time period during which the
applicable contingent deferred sales charge remains in effect, to deduct from
any redemption proceeds the applicable contingent deferred sales charge and to
promptly remit to Quasar any such contingent deferred sales charge.
(d) Dealer agrees that it will arrange for the provision of shareholder
services for Customers who have purchased Shares. Dealer may perform these
shareholder services itself or subcontract them to a third party of its choice.
These shareholder services include, but are not limited to: (i) maintaining
accounts relating to Customers that invest in Shares; (ii) providing information
periodically to Customers showing their positions in Shares; (iii) arranging for
bank wires; (iv) responding to Customer inquiries relating to the services
performed by Dealer; (v) responding to routine inquiries from Customers
concerning their investments in Shares; (vi) forwarding shareholder
communications from the Funds (such as proxies, annual and semi-annual
shareholder reports and dividend, distribution and tax notices) to Customers;
(vii) processing purchase, exchange and redemption requests from Customers and
placing such orders with the Funds' service providers; (viii) assisting
Customers in changing dividend options, account designations, and addresses; and
(ix) processing dividend payments from the Funds on behalf of Customers. The
Dealer may also provide subaccounting with respect to Shares beneficially owned
by Customers and provide such other similar services to the extent Dealer is
permitted to do so under applicable laws or regulations.
2. PROCEDURES FOR PURCHASES. The procedures relating to all orders and the
handling of them shall be made in accordance with the procedures set forth in
each Fund's Prospectus, and to the extent consistent with the Prospectus,
written instructions forwarded to Dealer by Quasar from time to time.
Dealer shall be permitted to accept orders for the purchase, exchange or
redemption of Shares of the Funds on each business day that the New York Stock
Exchange is open for business and a Fund's net asset value is determined
("Business Day"). Dealer shall not be required to accept orders on any Business
Day on which Dealer is not open for business. If orders are accepted by Dealer
prior to the latest time at which a Fund's net asset value is to be calculated
as determined by its Board of Directors/Trustees, which is typically as of the
close of the New York Stock Exchange on that Business Day ("Close of Trading"),
such orders shall be treated as having been received on that Business Day. If
such orders are received after Close of Trading on a Business Day, they shall
not be treated as having been accepted by Dealer on such Business Day.
All purchase orders shall be placed at, and in accordance with the applicable
discount schedules set forth in the Fund's Prospectus.
First American 12/10/2008 2
3. SETTLEMENT AND DELIVERY FOR PURCHASES. Transactions shall be settled by
Dealer by payment in federal funds of the full purchase price to the Fund's
transfer agent in accordance with applicable procedures. Payment for Shares
shall be received by the Fund's transfer agent by the later of (a) the end of
the third business day following Dealer's receipt of the Customer's order to
purchase such Shares or (b) the end of one business day following Dealer's
receipt of the Customer's payment for such Shares, but in no event later than
the end of the sixth business day following Dealer's receipt of the Customer's
order. If such payment is not received within the time specified, the sale may
be canceled forthwith without any responsibility or liability on Quasar's part
or on the part of the Funds to Dealer or its Customers. In addition, Dealer will
be responsible to the Fund and/or Quasar for any losses suffered on the
transaction.
4. PROCEDURES FOR REDEMPTION, REPURCHASE AND EXCHANGE. Redemptions or
repurchases of Shares as well as exchange requests shall be made in accordance
with the procedures set forth in each Fund's Prospectus, and to the extent
consistent with the Prospectus, written instructions forwarded to Dealer by
Quasar from time to time.
5. COMPENSATION. On each purchase of Shares by Dealer from Quasar, Dealer
shall be entitled to receive such dealer allowances, concessions, finder's fees,
sales charges, discounts and other compensation, if any, as described and set
forth in each Fund's Prospectus. Sales charges and discounts to dealers, if any,
may be subject to reductions under a variety of circumstances if described in
each Fund's Prospectus. To obtain any such reductions, Quasar must be notified
when a sale takes place that would qualify for the reduced charge. If any Shares
sold by Dealer under the terms of this Agreement are redeemed by a Fund or
tendered for redemption or repurchased by a Fund or by Quasar as agent within
seven business days after the date Dealer purchased such Shares, Dealer shall
notify Quasar in writing and shall forfeit its right to any discount or
commission received by or allowed to Dealer from the original sale. Dealer shall
not be entitled to any compensation for its services under any 12b-1 plan in
effect for a Fund unless Dealer has signed a related agreement.
6. EXPENSES. Dealer agrees that it will bear all expenses incurred in
connection with its performance of this Agreement.
7. DEALER REGISTRATION.
(a) Dealer represents and warrants that it (i) is registered as a
broker-dealer under the Securities Exchange Act of 1934 (the "1934 Act") or is
exempt from registration as a broker-dealer under the 1934 Act, (ii) is
qualified as a broker-dealer in all states or other jurisdictions in which it
sells Fund Shares or is exempt from registration as a broker-dealer in all
states or other jurisdictions in which it sells Fund Shares, and, (iii) if it
sells Shares in additional states or jurisdictions in the future, will become
qualified to act as a broker-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.
(b) Dealer shall maintain any filings and licenses required by federal and
state laws to conduct the business contemplated under this Agreement. Dealer
agrees to notify Quasar immediately in the event of any finding that it violated
any applicable federal or state law, rule or
First American 12/10/2008 3
regulation arising out of its activities as a broker-dealer or in connection
with this Agreement, or which may otherwise affect in any material way its
ability to act in accordance with the terms of this Agreement.
(c) If Dealer is registered as a "bank," as such term is defined in Section
3(a)(6) of the 1934 Act, Dealer further represents and warrants that it is a
member of the Federal Deposit Insurance Corporation ("FDIC") in good standing
and agrees to notify Quasar immediately of any changes in Dealer's status with
the FDIC.
(d) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer
represents and warrants that it is a member in good standing of the Financial
Industry Regulatory Authority ("FINRA") and that it agrees to abide by the
Conduct Rules of the FINRA. Dealer agrees to notify Quasar immediately in the
event of its expulsion or suspension from the FINRA.
(e) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer
further represents and warrants that it is a member of the Securities Investor
Protection Corporation ("SIPC") in good standing and agrees to notify Quasar
immediately of any changes in Dealer's status with SIPC.
8. COMPLIANCE WITH FEDERAL AND STATE LAWS.
(a) Dealer will not sell any of the Shares except in compliance with all
applicable federal and state securities and banking laws. In connection with
sales and offers to sell Shares, Dealer will furnish or cause to be furnished to
each person to whom any such sale or offer is made, at or prior to the time of
offering or sale, a copy of the Prospectus and, if requested, the related
Statement of Additional Information ("SAI"). Quasar shall be under no liability
to Dealer except for lack of good faith and for obligations expressly assumed by
Quasar herein. Nothing herein contained, however, shall be deemed to be a
condition, stipulation or provision binding any persons acquiring any security
to waive compliance with, or to relieve the parties hereto from any liability
arising under, the federal securities laws.
(b) Quasar or its agent shall, from time to time, inform Dealer as to the
states and jurisdictions in which Quasar believes the Shares have been qualified
for sale under, or are exempt from the requirements of, the respective
securities laws of such states and jurisdictions. Dealer agrees that it will not
knowingly offer or sell Shares in any state or jurisdiction in which such Shares
are not qualified, unless any such offer or sale is made in a transaction that
qualifies for an exemption from registration.
(c) Quasar assumes no responsibility in connection with the registration of
Dealer under the laws of the various states or under federal law or Dealer's
qualification under any such law to offer or sell Shares.
9. UNAUTHORIZED REPRESENTATIONS. No person is authorized to make any
representations concerning Shares of the Funds except those contained in the
Prospectus, SAI and printed information issued by each Fund or by Quasar as
information supplemental to each Prospectus. Quasar shall, upon request, supply
Dealer with reasonable quantities of Prospectuses
First American 12/10/2008 4
and SAIs. Dealer agrees not to use other advertising or sales material relating
to the Funds unless approved by Quasar in advance of such use. Neither party
shall use the name of the other party in any manner without the other party's
written consent, except as required by any applicable federal or state law, rule
or regulation, and except pursuant to any mutually agreed upon promotional
programs.
10. CONFIRMATIONS. Dealer agrees to send confirmations of orders to its
Customers as required by Rule 10b-10 of the 1934 Act and applicable banking laws
and regulations. In the event the Customers of Dealer place orders directly with
the Fund or any of its agents, confirmations will be sent to such Customers, as
required, by the Fund's transfer agent.
11. RECORDS. Dealer agrees to maintain all records required by applicable
state and federal laws and regulations relating to the offer and sale of Shares
to its Customers, and upon the reasonable request of Quasar, or of the Funds, to
make these records available to Quasar or the Fund's administrator as reasonably
requested. On orders placed directly with the Fund or its agents, the Fund's
transfer agent will maintain all records required by state and federal laws and
regulations relating to the offer and sale of Shares.
12. TAXPAYER IDENTIFICATION NUMBERS. Dealer agrees to obtain any taxpayer
identification number certification from its Customers required under the
Internal Revenue Code and any applicable Treasury regulations, and to provide
Quasar or its designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable the
implementation of any required backup withholding.
13. INDEMNIFICATION.
(a) Dealer shall indemnify and hold harmless Quasar, each Fund, the
transfer agent and administrator of the Funds, and their respective affiliates,
officers, directors, agents, employees and controlling persons from all direct
or indirect liabilities, losses or costs (including reasonable attorneys' fees)
arising from, related to or otherwise connected with any breach by Dealer of any
provision of this Agreement.
(b) Quasar shall indemnify and hold harmless Dealer and its affiliates,
officers, directors, agents, employees and controlling persons from and against
any and all direct or indirect liabilities, losses or costs (including
reasonable attorneys' fees) arising from, related to or otherwise connected with
any breach by Quasar of any provision of this Agreement.
(c) The agreement of the parties in this Paragraph to indemnify each other
is conditioned upon the party entitled to indemnification (the "Indemnified
Party") notifying the other party (the "Indemnifying Party") promptly after the
summons or other first legal process for any claim as to which indemnity may be
sought is served on the Indemnified Party, unless failure to give such notice
does not prejudice the Indemnifying Party. The Indemnified Party shall permit
the Indemnifying Party to assume the defense of any such claim or any litigation
resulting from it, provided that counsel for the Indemnifying Party who shall
conduct the defense of such claim or litigation shall be approved by the
Indemnified Party (which approval shall not unreasonably be withheld), and that
the Indemnified Party may participate in such defense at its expense. The
First American 12/10/2008 5
failure of the Indemnified Party to give notice as provided in this subparagraph
(c) shall not relieve the Indemnifying Party from any liability other than its
indemnity obligation under this Paragraph. No Indemnifying Party, in the defense
of any such claim or litigation, shall, without the written consent of the
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term the giving by the claimant or
plaintiff to the Indemnified Party of a release from all liability in respect to
such claim or litigation.
14. NO AGENCY CREATED. Nothing in this Agreement shall be deemed or
construed to make Dealer an employee, agent, representative or partner of any of
the Funds or of Quasar, and Dealer is not authorized to act for Quasar or for
any Fund or to make any representations on Quasar's or the Funds' behalf. Dealer
acknowledges that this Agreement is not exclusive and that Quasar may enter into
similar arrangements with other institutions.
15. TERM, TERMINATION, ASSIGNMENT AND AMENDMENT.
(a) This Agreement shall commence on the date first set forth above and
shall continue in effect with respect to a Fund for more than one year only so
long as such continuance is specifically approved by such Fund at least annually
in conformity with the requirements of the 1940 Act.
(b) Either party to this Agreement may terminate this Agreement by giving
ten days' written notice to the other.
(c) This Agreement shall terminate automatically with respect to any Fund
if (i) any bankruptcy, insolvency or receivership proceedings, or an assignment
for the benefit of creditors, is brought under any federal or state law by or
against Dealer, (ii) Dealer's registration, if any, as a broker-dealer with the
Securities and Exchange Commission is suspended or revoked, (iii) Dealer's FINRA
membership, if any, is suspended or revoked, (iv) Dealer is not registered as a
broker-dealer under the 1934 Act or in a state or other jurisdiction in which it
sells Fund Shares and there is not an applicable exemption from registration as
a broker-dealer under the 1934 Act or in the state or other jurisdiction in
which it sells Fund Shares, (v) an application for a protective decree under the
provisions of the Securities Investor Protection Act of 1970 is filed against
Dealer, or (vi) the Distribution Agreement between Quasar and such Fund is
terminated (including as a result of an assignment). This Agreement also shall
terminate automatically in the event of its "assignment," within the meaning of
the 1940 Act.
(d) Termination of this Agreement by operation of this Paragraph 15 shall
not affect any unpaid obligations under Paragraphs 3, 5 or 6 of this Agreement
or the liability, legal and indemnity obligations set forth under Paragraphs 7,
8, 9 or 13 of this Agreement.
(e) This Agreement may be amended by Quasar upon written notice to Dealer,
and Dealer shall be deemed to have consented to such amendment upon effecting
any purchases of shares for its own account or on behalf of any Customer's
accounts following Dealer's receipt of such notice.
First American 12/10/2008 6
16. NOTICES. Except as otherwise specifically provided in this Agreement,
any notice required or permitted to be given by either party to the other shall
be in writing and shall be deemed to have been given on the date delivered
personally or by courier service or 3 days after sent by registered or certified
mail, postage prepaid, return receipt requested or on the date sent and
confirmed received by facsimile transmission to the other party's address set
forth below:
Notice to Quasar shall be sent to:
Quasar Distributors, LLC
Attn: Dealer Agreement Department
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
notice to Dealer shall be sent to:
______________________
______________________
______________________
______________________
17. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
18. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws (without regard, however, to conflicts of law principles) of the State of
Wisconsin, provided that no provision shall be construed in a manner not
consistent with the 1940 Act or any rule or regulation thereunder.
19. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or any breach thereof, shall be settled by arbitration in
accordance with the then existing FINRA Code of Arbitration Procedure. Any
arbitration shall be conducted in Milwaukee, Wisconsin, and each arbitrator
shall be from the securities industry. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
20. CONFIDENTIALITY. Quasar and Dealer 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.
First American 12/10/2008 7
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 Dealer or Quasar may disclose such information
to any party as necessary in the ordinary course of business to carry out the
purposes for which such information was disclosed to Dealer or Quasar, 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.
21. ANTI-MONEY LAUNDERING PROGRAM. Dealer represents and warrants that it
has 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 FINRA or any other applicable
self-regulatory organization (collectively, "AML Rules and Regulations"). Dealer
further represents that its 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 required under the Act, and (8) allows
for appropriate regulators to examine Dealer's AML books and records.
22. MARKET TIMING. Dealer represents that it has and will maintain policies
and procedures to detect and prevent any market timing transaction that
contravenes the restrictions or prohibitions on market timing, if any, as found
in the Funds' Prospectus and/or SAI. Dealer acknowledges that it is responsible
for the sales activities of its licensed representatives including, among other
things, improper trading activity in violation of the terms and conditions of
the Funds' Prospectus.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated as of the day and year first written
above.
QUASAR DISTRIBUTORS, LLC
By:
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, President
First American 12/10/2008 8
[DEALER]
By:
------------------------------------
Name:
----------------------------------
First American 12/10/2008 9
SCHEDULE A
First American Funds
FIRST AMERICAN INVESTMENT FUNDS, INC. (available share classes)
Arizona Tax Free Fund (A, C, Y)
Balanced Fund (A, C, R, Y)
California Intermediate Tax Free Fund (A, Y)
California Tax Free Fund (A, C, Y)
Colorado Intermediate Tax Free Fund (A, Y)
Colorado Tax Free Fund (A, C, Y)
Core Bond Fund (A, C, R, Y)
Equity Income Fund (A, C, R, Y)
Equity Index Fund (A, C, R, Y)
Global Infrastructure Fund (A, C, R, Y)
High Income Bond Fund (A, C, R, Y)
Inflation Protected Securities Fund (A, C, R, Y)
Intermediate Government Bond Fund (A, Y)
Intermediate Tax Free Fund (A, Y)
Intermediate Term Bond Fund (A, Y)
International Fund (A, C, R, Y)
International Select Fund (A, C, R, Y)
Large Cap Growth Opportunities Fund (A, C, R, Y)
Large Cap Select Fund (A, C, R, Y)
Large Cap Value Fund (A, C, R, Y)
Mid Cap Growth Opportunities Fund (A, C, R, Y)
Mid Cap Index Fund (A, C, R, Y)
Mid Cap Value Fund (A, C, R, Y)
Minnesota Intermediate Tax Free Fund (A, Y)
Minnesota Tax Free Fund (A, C, Y)
Missouri Tax Free Fund (A, C, Y)
Nebraska Tax Free Fund (A, C, Y)
Ohio Tax Free Fund (A, C, Y)
Oregon Intermediate Tax Free Fund (A, Y)
Quantitative Large Cap Core Fund (A, C, R, Y)
Quantitative Large Cap Growth Fund (A, C, R, Y)
Quantitative Large Cap Value Fund (A, C, R, Y)
Real Estate Securities Fund (A, C, R, Y)
Short Tax Free Fund (A, Y)
Short Term Bond Fund (A, Y)
Small Cap Growth Opportunities Fund (A, C, R, Y)
Small Cap Index Fund (A, C, R, Y)
Small Cap Select Fund (A, C, R, Y)
Small Cap Value Fund (A, C, R, Y)
Small-Mid Cap Core Fund (A, C, Y)
Tax Free Fund (A, C, Y)
Total Return Bond Fund (A, C, R, Y)
U.S. Government Mortgage Fund (A, C, R, Y)
FIRST AMERICAN FUNDS, INC. (available share classes)
Prime Obligations Fund (A, C, Y)
Tax Free Obligations Fund (A, Y)
FIRST AMERICAN STRATEGY FUNDS, INC. (available share classes)
Income Builder Fund (A, C, R, Y)
Strategy Aggressive Growth Allocation Fund (A, C, R, Y)
Strategy Balanced Allocation Fund (A, C, R, Y)
Strategy Conservative Allocation Fund (A, C, R, Y)
Strategy Growth Allocation Fund (A, C, R, Y)
First American 12/10/2008 10
