DEALER AGREEMENT
AGREEMENT made the ___ day of ______________, 2001 by and
between XX Xxxx & Co. (the "Distributor") and [ ] ("Dealer"), a [ ] company that
is registered with the Securities and Exchange Commission as a broker-dealer
pursuant to the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc.
RECITALS
WHEREAS, the Distributor serves as the distributor of shares
of CMG Institutional Series (the "Fund"), a series of Cadre Institutional
Investors Trust (the "Trust"); and
WHEREAS, the Distributor desires to obtain certain services
from Dealer which the Distributor believes will be of assistance to the
Distributor and its affiliates in connection with promoting and selling the sale
of shares of the Fund ("Shares") to investors who are customers of Dealer or
will be of assistance to the Fund or shareholders of the Fund; and
WHEREAS, Dealer is willing to provide such services to the
Distributor;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Distributor hereby retains Dealer to provide the services described below
on the terms and for the period set forth in this Agreement, and Dealer hereby
agrees to provide such services in accordance with the terms of this Agreement.
2. Dealer shall:
(a) Maintain regular contact with shareholders owning Shares in
accounts with respect to which Dealer is the selling agent of
record (the "Accounts") and answer their inquiries concerning
the Fund and their Accounts;
(b) Distribute to its customers sales materials and shareholder
communications provided by the Trust or the Distributor;
(c) Receive and transmit to the Distributor applications from
persons seeking to become shareholders of the Fund;
(d) Deliver prospectuses and statements of additional information in
connection with the offering of Shares;
(e) Transmit purchase and redemption requests and maintain
facilities for the automatic "sweep" of customer funds; and
(f) Provide such other information and services as the Distributor
may reasonably request.
3. Dealer shall offer and sell Shares only at the regular offering
price currently determined by the Fund in the manner described in its
prospectus, as such prospectus may be amended and supplemented from time to time
(the "Prospectus"). The Prospectus and this Agreement set forth the terms
applicable to Dealer's activities as a selling agent and all other
representations or documents are subordinate thereto and hereto.
4. Any order received by the Distributor through Dealer for the
purchase of Shares shall be accepted at the time it is received by the
Distributor, and shall be effected at the offering price next determined after
Dealer's receipt of an order to purchase Shares from Dealer's customer and
payment thereof in accordance with such requirements as are set forth in the
Fund's Prospectus unless the order is rejected by the Distributor. In addition
to the right to reject any order, the Distributor may suspend the offering of
Shares for sale temporarily or permanently. The Distributor will not accept any
order from Dealer which is placed on a conditional basis or subject to any delay
or contingency prior to execution. The procedures relating to the handling of
orders shall be subject to such instructions as the Distributor may forward to
Dealer from time to time. The Shares purchased will be issued by the Fund only
against receipt of payment of the purchase price for the Shares, as described in
the Prospectus. Dealer agrees that it shall be responsible to the Distributor
for any loss, expense, liability or damage, including loss of profit suffered by
the Distributor resulting from the delay or failure of Dealer or any of its
customers to make payment for Shares.
5. Dealer is obliged to date and time stamp all orders received by
Dealer and promptly to transmit each day all orders that are to be processed at
the offering price determined on such day no later than 2:00 p.m. Eastern time,
or before the closing of the U.S. Government securities markets on days when the
Public Securities Association recommends an early closing of those markets, so
as to enable such orders to be processed on a timely basis in accordance with
the Prospectus. Dealer agrees that it shall be responsible to the Distributor
for any loss, expense, liability or damage, including loss of profit suffered by
the Distributor or the Trust resulting from Dealer's failure to transmit any
order to the Distributor on a timely basis. Dealer is not to withhold placing
with the Distributor orders received from any customers for the purchase of
Shares so as to profit itself as a result of such withholding. Dealer shall not
purchase Shares through the Distributor except for the purpose of covering
purchase orders already received by Dealer or for its bona fide investment.
6. For each Account registered in the name of one of Dealer's
customers, Dealer will advise the Distributor promptly of the Fund account
number. Dealer agrees that the Distributor will be entitled to rely on the
accuracy of such information in updating the Distributor's records for
determining the service fees payable to Dealer under the term of this Agreement.
Dealer understands and agrees that such payments will be based solely on the
Distributor's records.
7. The Distributor agrees to pay to Dealer for its services hereunder a
fee, which shall be payable monthly and computed at the annual rate of [____]%
of the average daily net assets of the Accounts (excluding any Accounts for
Dealer's own retirement plans), if any, during such month. Amounts due to Dealer
hereunder shall be paid not more than 30 days after the end of the applicable
month. For purposes of determining the fees payable hereunder, the value of
Shares shall be computed in the manner specified in the Prospectus in connection
with the computation of the net asset value of Shares for purposes of purchases
and redemptions. The fee rate stated above may be prospectively increased or
decreased by the Distributor in its sole discretion, at any time upon notice to
Dealer.
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8. Dealer understands and agrees that its failure to provide the
services required to be provided under this Agreement, or otherwise to comply
with the terms of this Agreement, will render Dealer ineligible to receive the
fees set forth above.
9. Dealer shall not, acting as principal, purchase any Shares from any
shareholder of the Fund.
10. The Distributor shall furnish to Dealer without charge reasonable
quantities of the Prospectus, statements of additional information, and copies
of financial reports of the Fund, and sales materials issued by the Distributor.
In offering and selling Shares, Dealer is entitled to rely only on the
information contained in the Prospectus and statement of additional information
and shall make no written or oral statements which vary from or are inconsistent
with the terms thereof or which may otherwise be false or misleading. Dealer may
not publish any advertisement or distribute sales literature or other written
material which makes reference to the Distributor, the Trust, the Fund or the
Shares (except material which the Distributor furnishes to Dealer) without the
Distributor's prior written approval.
11. This Agreement is in all respects subject to statements regarding
the sale and repurchase or redemption of Shares made in the Prospectus which
shall control and override any provision to the contrary in this Agreement.
12. Dealer shall make available Shares only through the Distributor. In
no transaction (whether of purchase or sale) shall Dealer have any authority to
act as agent for, partner of, or participant in a joint venture with the
Distributor or with the Fund or any other entity having either a Dealer
agreement or other agreement with the Distributor.
13. The Distributor acts solely as agent for the Fund. The Distributor
is not responsible for the issuance, form, validity, enforceability or value of
Shares.
14. Dealer represents that it is a [________] duly organized and
operating under the laws of [_________]. Dealer also represents that it has the
applicable authority under law to perform the services contemplated by this
Agreement.
15. Dealer warrants and agrees that:
(a) it shall perform its duties hereunder in full compliance with
all applicable laws and regulations;
(b) it shall not directly or indirectly seek or accept any
compensation, fee or payment of whatever kind from any client or customer on
account of any services provided pursuant to this Agreement; and
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(c) it shall from time to time provide the Distributor or its designees
with such information and reports as it or they may reasonably request to enable
the Distributor to monitor and evaluate the services provided by Dealer
hereunder.
16. Each party to this Agreement agrees to indemnify, defend and hold
the other party harmless from and against any and all claims, actions, causes of
action, damages, costs and expenses (including reasonable attorneys' fees) that
it may incur, to the extent that such liability or expense arises out of the
acts or omissions of the other party or the other party's failure to comply with
its responsibilities and duties under this Agreement. This paragraph shall
survive any termination of this Agreement.
17. This Agreement shall become effective as of the date set forth
above and shall continue in effect until terminated in accordance with the terms
hereof. It is terminable, without penalty, at any time by the Distributor or by
Dealer, upon the giving of written notice to the other party. This Agreement
shall not be assigned by Dealer, except to a successor of Dealer, without the
written consent of the Distributor.
18. All communications to the Distributor should be sent to:
XX Xxxx & Co.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
(or to such other address as the Distributor may specify in a notice given to
the other party) and shall be deemed given if mailed or delivered to the
Distributor. Any notice to Dealer shall be duly given if mailed, telecopied or
sent via overnight courier to Dealer at the address or facsimile number
specified by Dealer below.
19. Dealer may not assign this Agreement without the prior written
consent of the Distributor.
20. This Agreement (i) shall be deemed amended as provided in any
written notice delivered by the Distributor to Dealer, (ii) shall be governed
and construed in accordance with the laws of the State of New York and (iii)
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes any prior dated agreements. 21.
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21. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute but one and the same instrument.
XX XXXX & CO.
By:
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Its:
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[ ]
By:
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Its:
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Name:
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Title:
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Address:
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Facsimile:
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Date:
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