Xxxxxx Xxxxxx Funds
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Selected Dealer Agreement
Selected Dealer Agreement between Xxxxxx Xxxxxx Distributors, L.P.
("Distributor") and ___________________________________________________________
("Dealer") dated as of , 1999.
WHEREAS, Xxxxxx Xxxxxx Funds (the "Trust") has appointed Distributor as its
exclusive agent to sell and distribute each class of shares of each series (each
a "Fund") of the Trust, which shares are distributed by Distributor and sold by
the Trust at their net asset value; and
WHEREAS, Distributor and Dealer desire that Dealer participate as a
selected dealer in the distribution of one or more classes of shares of any and
all of the Funds and of any Funds hereafter created for which Distributor is the
distributor.
NOW, THEREFORE, Distributor and Dealer hereby agree to the following terms
and conditions:
1. This Agreement relates to the class or classes of shares (the "Shares") of
the Fund or Funds specified in Appendix A hereto.
2. Dealer will offer and sell Shares only at the public offering prices which
shall be currently in effect, in accordance with the terms of the then
current Prospectus of the relevant Fund. Dealer agrees to act only as
principal in such transactions and shall not have authority hereunder to
act as an agent, broker or employee with respect to the Trust, Distributor
or any other dealer in any respect. All orders are subject to acceptance
by the Trust and become effective only upon confirmation by Distributor to
Dealer on behalf of the Trust.
3. As a selected dealer, Dealer is hereby authorized (i) to place orders
through Distributor with the Funds for their Shares to be sold by the Funds
to Dealer subject to the applicable terms and conditions governing the
placement of orders set forth in the Distribution Agreement between the
Trust and the Distributor and subject to the terms set forth in the then
current Prospectus and Statement of Additional Information relating to the
relevant class of Shares of the relevant Fund, and (ii) to tender Shares
directly to the Funds or their agent for redemption subject to the
applicable terms and conditions set forth in said Distribution Agreement,
Prospectus and Statement of Additional Information.
4. Repurchase of Shares will be made at the net asset value of such Shares in
accordance with the applicable then current Prospectus relating to the
relevant class of Shares of the relevant Fund.
5. Each party hereto represents that it is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") and agrees to
notify the other promptly should it cease to be a member of the NASD and to
the automatic termination of this Agreement at such time as it
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ceases to be such a member. Further, each party hereto agrees to abide by
the Conduct Rules of the NASD.
6. This Agreement is in all respects subject to Rule 2830 of the Rules of the
NASD, which shall control any provisions to the contrary in this Agreement.
7. Dealer agrees:
(a) To purchase Shares only from the Trust through Distributor or only
from Dealer's customers.
(b) To purchase Shares from the Trust only for the purpose of covering
purchase orders already received or for Dealer's bona fide investment.
(c) In each instance in which Dealer's customer or a nominee thereof will
be a shareholder of record of the Trust, to provide such customer's
correct taxpayer identification number or social security number, and
such other information and documents as the Trust may reasonably
require for purposes of compliance with applicable tax withholding
requirements, in connection with opening any shareholder account for
such customer or nominee.
(d) That Dealer will not purchase any Shares from Dealer's customers at
prices lower than the redemption or repurchase prices next quoted by
the Fund. Dealer shall be permitted to sell Shares to the Funds at
the repurchase prices currently established for such Shares.
(e) That Dealer will not intentionally withhold placing customers' orders
for Shares so as to profit Dealer as a result of such withholding.
8. Distributor, as agent for each Fund, shall not accept from Dealer any
conditional orders for Shares. Delivery of certificates, if any, for Shares
purchased shall be made by a Fund only against receipt of the purchase
price, and only upon request. If payment for the Shares purchased and all
necessary applications and documents required by the applicable Fund or
Distributor are not received within three business days or such shorter
time as may be required by law, the sale may be canceled forthwith without
any responsibility or liability on Distributor's part or on the part of the
applicable Fund (in which case Dealer will be responsible for any loss,
including loss of profit, suffered by a Fund resulting from Dealer's
failure to make payments or provide documents as aforesaid), or, at
Distributor's option, Distributor may cause the Shares ordered to be
redeemed by the relevant Fund (in which case Distributor and the Trust may
hold Dealer responsible for any loss suffered by either of them in
connection with or as a result of such redemption).
9. Dealer will not offer or sell any of the Shares except under circumstances
that will result in compliance with all applicable federal or state
securities laws and, in connection with sales and offers to sell Shares,
Dealer will furnish to each person to whom any such sale or offer is made a
copy of the applicable then current Prospectus relating to the relevant
class of Shares of the relevant Fund. Distributor shall be under no
liability to Dealer except for lack of good faith and
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for obligations expressly assumed by Distributor herein. Notice and other
applicable filings for Shares of the Funds in various states is the
responsibility of Distributor or one of its affiliates. Nothing herein
contained, however, shall be deemed to be a condition, stipulation or
provision binding any persons acquiring any security to waive compliance
with any provision of the Securities Act of 1933 or of the Rules and
Regulations of the Securities and Exchange Commission or to relieve the
parties hereto from any liability arising under the Securities Act of 1933.
Dealer will use its best efforts in the development and promotion of sales
of Shares and will be responsible for the proper instruction and training
of all sales personnel employed by it.
10. No person is authorized to make any representations concerning Shares of
the Funds except those contained in the applicable then current Prospectus
and Statement of Additional Information and printed information issued by
the Trust or by Distributor as information supplemental to the applicable
Prospectus. Distributor shall supply such Prospectuses at no cost to
Dealer and reasonable quantities of supplemental sales literature, sales
bulletins and additional information as issued. Dealer agrees not to use
other advertising or sales material relating to the Funds, unless approved
in writing by Distributor in advance of such use. Any printed information
furnished by Distributor, other than the applicable then current Prospectus
and Statement of Additional Information and any periodic reports and proxy
solicitation materials of the Trust, are Distributor's sole responsibility
and not the responsibility of the Trust, and Dealer agrees that the Trust
shall have no liability or responsibility to Dealer in these respects
unless expressly assumed in connection therewith.
11. Dealer agrees to provide certain additional services to the extent, if any,
set forth in Appendixes B, C and/or D hereto, as from time to time amended,
for such compensation as is set forth therein. Dealer acknowledges that
Distributor shall pay any compensation to Dealer described in any such
Appendix only out of such monies as may be received for such purpose by
Distributor from either the Funds or Xxxxxx, Xxxxxx & Company, L.P.;
accordingly, any obligation of Distributor to Dealer to pay any such
compensation shall not arise unless and until receipt by Distributor from
the Funds or Xxxxxx, Xxxxxx & Company, L.P. of monies intended to be used
by Distributor for such purpose and in amounts sufficient for such purpose.
12. Either party may terminate this Agreement, without cause, by giving 30
days' written notice to the other party. Distributor may terminate this
Agreement for cause upon the violation by Dealer of any of the provisions
hereof, such termination to be effective on the date notice of such
termination is sent to Dealer. Any notice under this Agreement shall be in
writing and shall be deemed to have been given on the date on which it was
either delivered to the other party, or was mailed postpaid or sent by
facsimile transmission (with machine confirmation) or delivered to a
telegraph office for transmission to the other party, at its Notice Address
as shown on the signature page of this Agreement.
13. This Agreement may be amended from time to time by Distributor upon 10
days' written notice to Dealer. This Agreement shall inure to the benefit
of the successors and assigns of either party hereto, provided, however,
that Dealer may not assign this Agreement without the prior written consent
of Distributor.
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14. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts. Any disputes between the parties hereto
arising in connection with this Agreement shall be submitted to arbitration
in accordance with the Code of Arbitration Procedure of the National
Association of Securities Dealers, Inc., or similar rules or code
hereinafter adopted as in effect at the time of the submission of any such
dispute.
15. This Agreement shall be binding upon both parties hereto when executed by
both parties and supersedes any prior agreement or understanding between
Distributor and Dealer with respect to the sale of Shares of any of the
Funds of the Trust.
Xxxxxx Xxxxxx Distributors, L.P. Notice Address:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
By: ______________________________
Title: ____________________________
[Dealer] Dealer's Notice Address:
By: ______________________________
Title: ____________________________
Appendix A [X] Appendix B [ ] Appendix C [X] Appendix D [ ]
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Appendix A
The attached Selected Dealers Agreement relates to the following class(es)
of shares of the specified Fund(s):
Retail Institutional
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Xxxxxx Xxxxxx Bond Fund [ ] [ ]
Xxxxxx Xxxxxx Global Bond Fund [ ] [ ]
Xxxxxx Xxxxxx High Yield Fund N/A [ ]
Xxxxxx Xxxxxx Intermediate Maturity Bond Fund [ ] [ ]
Xxxxxx Xxxxxx Investment Grade Bond Fund [ ] [ ]
Xxxxxx Xxxxxx Municipal Bond Fund N/A [ ]
Xxxxxx Xxxxxx Short Term Bond Fund [ ] [ ]
Xxxxxx Xxxxxx U.S. Government Securities Fund N/A [ ]
Xxxxxx Xxxxxx Core Value Fund [ ] [ ]
Xxxxxx Xxxxxx Growth Fund [ ] [ ]
Xxxxxx Xxxxxx International Equity Fund [ ] [ ]
Xxxxxx Xxxxxx Mid-Cap Growth Fund [ ] [ ]
Xxxxxx Xxxxxx Mid-Cap Value Fund [ ] [ ]
Xxxxxx Xxxxxx Small Cap Value Fund [ ] [ ]
Xxxxxx Xxxxxx Small Company Growth Fund [ ] [ ]
Xxxxxx Xxxxxx Worldwide Fund [ ] [ ]
The Class of shares of the Funds noted above may be offered and sold by
Dealer under the following conditions: [Insert description of particular
transactions in which each class of shares may be sold, for example:
Institutional Class shares may be offered and sold only to shareholders who held
shares of the specified Fund prior to January 1, 1997; and Retail Class shares
may be offered and sold by Dealer to all investors who were not existing
shareholders as of January 1, 1997.]
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Xxxxxxxx X
[for use if Dealer is to Receive Payments for Omnibus Account Sub-Accounting,
Recordkeeping or Other Similar Specific Services;
adapt any standard provisions furnished by Dealer and insert them here as
Appendix B]
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Appendix C
[For Use Only if Dealer is to Receive 12b-1 Payments for Shareholder Servicing/
Account Maintenance Activities; Use Appendix B for Omnibus Account Sub-
Accounting, Recordkeeping or Other Similar Services]
In addition to fulfilling the obligations provided in the attached Selected
Dealer Agreement, Dealer agrees to use its best efforts to make available, to
its customers who from time to time beneficially own Retail Class Shares in
accounts for which Dealer is the dealer of record as reflected in the records of
the Distributor ("Dealer Accounts"), such personal services and information as
are customarily provided by full-service securities brokers to their customers
with respect to such customers' investments in mutual funds for which such
brokers are the dealers of record. In recognition of Dealer's provision of such
services to such customers of Dealer, Distributor agrees, subject to the
provisions of the second sentence of Section 11 of the attached Selected Dealer
Agreement, to pay Dealer, with respect to each calendar quarter during which the
attached Selected Dealer Agreement is in effect, a fee at the Annual Fee Rate
set forth below, applied to the average daily net asset value of all Retail
Class Shares of the Funds that are held during such quarter by Dealer Accounts.
Such fee will be accrued daily and paid no less often than quarterly by the 45th
day of the subsequent calendar quarter. The Annual Fee Rate set forth below is
subject to change by Distributor from time to time, upon 10 days' written
notice, and any orders to purchase Retail Class Shares that are received by the
Trust after the effective date of such change will be subject to the rate(s) in
effect at the time of receipt of such order by the Funds.
The foregoing fee may be paid by Distributor to Dealer out of amounts
received by Distributor from the Funds pursuant to the distribution and
servicing plans (the "Plans") relating to Retail Class Shares adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 by each Fund that offers
Retail Class Shares. Any payments made pursuant to this Appendix C shall be
subject to the following terms and conditions:
(a) Dealer shall provide to Distributor and the Trust each calender
quarter such information as shall reasonably by requested by
Distributor or the Trustees of the Trust with respect to the fee paid
to the Dealer pursuant to this Appendix C.
(b) Dealer will permit representatives of the Trust and Distributor
reasonable access to its personnel and records to enable them to
monitor the quality of services being provided by Dealer pursuant to
this Agreement. Dealer shall promptly deliver to the Trustees of the
Trust such information as is reasonably necessary to permit the
Trustees to make an informed determination whether to continue the
Plans or any of them.
Annual Fee Rate: ______%
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Xxxxxxxx X
[For Use Only if Dealer and Xxxxxx, Xxxxxx & Company, L.P. Had in Effect
on January 1, 1997 an Agreement under which Xxxxxx, Xxxxxx & Company, L.P.
Undertook to Pay to Dealer Fees Calculated Based on the Value of Fund Shares
Held By Certain Customers of Dealer.]
Reference is made to the _______________________________ [name of
Agreement] dated _______________________________, 1996 (the "Old Agreement")
between Dealer and Xxxxxx, Xxxxxx & Company, L.P. ("LS&Co."), a copy of which is
attached hereto.
LS&Co. hereby assigns to Distributor all its rights and obligations in and
under the Old Agreement, Distributor hereby assumes all such rights and
obligations and Dealer hereby consents to such assignment and acknowledges that
LS&Co. shall have no further obligations thereunder; provided, however, that all
obligations of Distributor under the Old Agreement are subject to the second
sentence of Section 11 of the Selected Dealer Agreement to which this Appendix D
is an appendix.
XXXXXX, XXXXXX & COMPANY, L.P.
By: By:
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Title: Title:
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