1
EXHIBIT 6(b)
Dealer Agreements
-----------------
2
EXHIBIT 6(b)
THE PARKSTONE GROUP OF FUNDS
SEI INVESTMENTS DISTRIBUTION CO.
SUB-DISTRIBUTION AND SERVICING AGREEMENT
----------------------------------------
August __, 1998
Ladies and Gentlemen:
SEI Investments Distribution Co., a Pennsylvania corporation (the
"Distributor" or "SIDCO), serves as distributor of The Parkstone Group of Funds
(the "Trust"), which is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"). The
Trust offers its shares ("Shares") to the public in accordance with the terms
and conditions contained in the Prospectus of each portfolio of the Trust. The
term "Prospectus" used herein refers to the prospectus on file with the
Securities and Exchange Commission which is part of the registration statement
of the Trust under the Securities Act of 1933 (the "Securities Act"). In
connection with the foregoing you may serve as a participating dealer (and,
therefore, accept orders for the purchase or redemption of Shares, respond to
shareholder inquiries and perform other related functions) on the following
terms and conditions:
1. Participating Dealer. You are hereby designated a Participating
Dealer and as such are authorized (i) to accept orders for the purchase of
Investor A Shares (front-end sales charge) and Investor B Shares (contingent
deferred sales charge) ("Shares") of the portfolios of the Trust and to transmit
to the Trust such orders and the payment made therefor, (ii) to accept orders
for the redemption of Shares and to transmit to the Trust such orders and all
additional material, including any certificates for Shares, as may be required
to complete the redemption, and (iii) to assist shareholders with the foregoing
and other matters relating to their investments in the Trust and to the
distribution of Shares, in each case subject to the terms and conditions set
forth in the Prospectus for each portfolio of the Trust. You are to review each
Share purchase or redemption order submitted through you or with your assistance
for completeness and accuracy. You further agree that, if requested by the
Distributor, you will undertake from time to time certain shareholder
communication activities ("shareholder services"), as requested by the
Distributor, for customers of yours ("Customers") who have purchased Shares. You
may perform these duties yourself or subcontract them to a third party of your
choice. These shareholder services may include one or more of the following
services as determined by the Distributor: (i) responding to Customer inquiries
relating to the services performed by you; (ii) responding to routine inquiries
from Customers concerning their investments in Shares; and (iii) providing such
other similar services as may be reasonably requested by the Distributor to the
extent you are permitted to do so under applicable statutes, rules and
regulations. In addition, you further agree to perform one or more of the
following as may be requested from time to time by the Distributor: (i)
establishing and maintaining accounts and records relating to Customers that
invest in Shares, including taxpayer identification number certifications; (ii)
processing dividend and distribution payments from the Trust on behalf of
Customers; (iii) providing information periodically to Customers showing their
positions in Shares and forwarding sales literature and advertising provided by
the Distributor; (iv) arranging for bank wires; (v) providing subaccounting with
respect to Shares owned of record or beneficially by Customers or providing the
information to the Trust necessary for subaccounting; (vi) if required by law,
forwarding shareholder communications from the Trust (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Customers; (vii) assisting in processing
purchase, exchange and redemption requests from Customers and in placing such
orders with the Trust's service contractors; and (viii) assisting Customers in
changing dividend options, account designations and addresses. In performing the
services described in this Agreement, you will provide such office space and
equipment, telephone facilities and personnel (which may be any part of the
space, equipment and facilities currently used your business or any personnel
employed by you) as may be reasonably necessary or beneficial to provide such
services.
3
2. Execution of Orders for Purchases and Redemptions of Shares. All
orders for the purchase of any Shares shall be executed at the then current
public offering price per Share (i.e., the net asset value per Share plus the
applicable sales load, if any) and all orders for the redemption of any Shares
shall be executed at the net asset value per Share, plus any applicable
redemption charge, in each case as described in the prospectuses for each
portfolio of the Trust. The Trust and SIDCO reserve the right to reject any
purchase request at their sole discretion. If required by law, each transaction
shall be confirmed in writing on a fully disclosed basis. The procedures
relating to all orders and the handling of them will be subject to the terms of
the prospectuses of the Trust and SIDCO's written instructions to you from time
to time. Payments for Shares shall be made as specified in the applicable
portfolio's prospectus. If payment for any purchase order is not received in
accordance with the terms of the applicable portfolio's prospectus or if an
order for purchase, redemption, transfer or registration of Shares is changed or
altered, the Trust and SIDCO reserve the right, without notice, to cancel the
sale, redemption, transfer or registration and to hold you responsible for any
loss sustained as a result thereof.
3. Limitation of Authority. No person is authorized to make any
representations concerning the Trust, any portfolio of the Trust, or the Shares
except those contained in the Prospectus of each portfolio of the Trust and in
such printed information as the Distributor may subsequently prepare. NO PERSON
IS AUTHORIZED TO DISTRIBUTE ANY SALES MATERIAL RELATING TO THE TRUST WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE DISTRIBUTOR.
4 Compensation. As compensation for the provision of the services
described herein, you will look solely to the Distributor, and you acknowledge
that the Trust shall have no direct responsibility for any compensation due to
you. In addition to any sales charge payable to you by your customer pursuant to
the schedule included in the current prospectuses for the portfolios of the
Trust, the Distributor may pay you a fee for performing distribution services
and/or shareholder services, as established by the Distributor from time to time
in its sole discretion, and other compensation in the amounts and at the times
as the Distributor may determine from time to time in its sole discretion, with
respect to the average daily net asset value of the Shares owned of record or
beneficially by your Customers for whom you are the dealer of record or the
holder of record or with whom you have a servicing relationship as full payment
for the services and facilities provided by you under this agreement. In no
event will the fee for performing distribution services and/or shareholder
services exceed .25% (25 basis points) of such average daily net assets. These
fees will be computed daily and paid monthly. Fees with respect to Investor B
shares owned by your customers (with the exception of any pre-paid service fees
as described in each portfolio's prospectus) will accrue commencing on the first
anniversary of the date of purchase of such shares. You acknowledge any
compensation to be paid to you by the Distributor shall be paid from the Rule
12b-1 Plans or Service Plan adopted by the Trust and that to the extent the
Distributor waives any payments to it from any Rule 12b-1 Plan or Service Plan
the amounts payable to you will also be reduced.
5. Prospectus and Reports. You agree to comply with the provisions
contained in the Securities Act governing the distribution of prospectuses to
persons to whom you offer Shares. You further agree to deliver, upon our
request, copies of any amended Prospectuses of the Trust to purchasers whose
Shares you are holding as record owner.
6. Qualification to Act. You represent that you are either (a) a member
in good standing of the National Association of Securities Dealers, Inc. (the
"NASD") or (b) a bank as defined in Section 3(a)(6) of the Securities Exchange
Act of 1934, as amended, and have been duly authorized by proper corporate
action to enter into this Agreement and to perform your obligations hereunder,
evidence of which corporate action shall be properly maintained and made part of
your corporate records. If you are a member of the NASD, your expulsion or
suspension from the NASD will
1
4
automatically terminate this Agreement on the effective date of such expulsion
or suspension. If you are a bank, or a subsidiary or an affiliate of a bank, you
represent that you possess the legal authority to perform the services
contemplated by this Agreement without violating applicable banking laws and
regulations, and this Agreement shall automatically terminate in the event that
you no longer possess such authority. You agree that you will not offer Shares
to persons in any jurisdiction in which you may not lawfully make such offer due
to the fact that you have not registered under, or are not exempt from, the
applicable registration or licensing requirements of such jurisdiction. If you
are a member of the NASD, you agree that in performing the services under this
Agreement, you at all times will comply with the Rules of Fair Practice of the
NASD, including, without limitation, the provisions of Section 26 of such Rules
and any other regulations or guidelines issued by the NASD. You agree that you
will not combine customer orders to reach breakpoints in commissions for any
purposes whatsoever unless authorized by the then current Prospectus in respect
of Shares of a particular class or by us in writing. You also agree that you
will place orders immediately upon their receipt and will not withhold any order
so as to profit therefrom. In determining the amount payable to you hereunder,
we reserve the right to exclude any sales which we reasonably determine are not
made in accordance with the terms of the Trust's Prospectuses and provisions of
the Agreement.
7. Blue Sky. The Trust has registered an indefinite number of Shares
under the Securities Act. The Trust intends to register or qualify in certain
states where registration or qualification is required. We will inform you as to
the states or other jurisdictions in which we believe the Shares have been
qualified for sale under, or are exempt from the requirements of, the respective
securities laws of such states. You agree that you will offer Shares to your
customers only in those states where such Shares have been registered,
qualified, or an exemption is available. We assume no responsibility or
obligation as to your right to sell Shares in any jurisdiction. We will file
with the Department of State in New York a State Notice and a Further State
Notice with respect to the Shares, if necessary.
8. Authority of Trust and Participating Dealer. The Trust shall have
full authority to take such action as it deems advisable in respect of all
matters pertaining to the offering of its Shares, including the right not to
accept any order for the purchase of Shares. You shall be deemed an independent
contractor and not an agent of the Trust, for all purposes hereunder and shall
have no authority to act for or represent the Trust. You will not act as an
"underwriter" or "distributor" of shares, as those terms are used in the 1940
Act, the Securities Act of 1933, and rules and regulations promulgated
thereunder.
9. Recordkeeping. You will (i) maintain all records required by law to
be kept by you relating to transactions in Shares and, upon request by the
Trust, promptly make such records available to the Trust as the Trust may
reasonably request in connection with its operations and (ii) promptly notify
the Trust if you experience any difficulty in maintaining the records described
in the foregoing clauses in an accurate and complete manner. If you hold shares
as a record owner for your customers, you will be responsible for maintaining
all necessary books and customer account records which reflect their beneficial
ownership of shares of the Trust, which records shall specifically reflect that
you are holding Trust Shares as agent, custodian or nominee for your customers.
10. Liability. The Distributor shall be under no liability to you
except for lack of good faith and for obligations expressly assumed by them
hereunder. In carrying out your obligations, you agree to act in good faith and
without negligence. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for the
Distributor or the Trust in any matter or in any respect. By your acceptance of
this Agreement, you agree to and do release, indemnify and hold the Distributor
and the Trust harmless from and against any and all liabilities, losses and
costs (including reasonable attorneys' fees and expenses) arising from any
direct or indirect actions or inactions of or by you or your officers, employees
or agents regarding your responsibilities hereunder or the purchase, redemption,
transfer or
2
5
registration of Shares (or orders relating to the same) by or on behalf of
Customers. Nothing contained in this Agreement is intended to operate as a
waiver by the Distributor or you of compliance with any provision of the
Investment Company Act, the Securities Act, the Securities Exchange Act of 1934,
as amended, the Investment Advisors Act of 1940, or the rules and regulations
promulgated by the Securities and Exchange Commission thereunder.
11. Amendment. This Agreement may be amended by written consent of both
parties.
12. Termination. This Agreement may be terminated by either party,
without penalty, upon ten days' notice to the other party and shall
automatically terminate in the event of its assignment (as defined in the
Investment Company Act). This Agreement may also be terminated at any time by
the Trust without penalty by the vote of a majority of the members of the Board
of Trustees of the Trust who are not "interested persons" (as defined in the
Investment Company Act) and who have no direct or indirect financial interest in
the operation of the Distribution Agreement between the Trust and the
Distributor or by the vote of a majority of the outstanding voting securities of
the Trust.
13. Communications. All communications to the Distributor should be
sent to SEI Investments Distribution Co., Xxxx, Xxxxxxxxxxxx 00000, Attention:
The Parkstone Group of Funds. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
14. Severability and Governing Law. If any provision of this Agreement
shall be held or made invalid by a decision in a judicial or administrative
proceeding, statute, rule or otherwise, the enforceability of the remainder of
this Agreement will not be impaired thereby. This Agreement shall be governed by
the laws of the Commonwealth of Pennsylvania. In addition, you acknowledge and
agree that this Agreement has been entered into pursuant to Rule 12b-1 under the
Investment Company Act, and is subject to the provisions of said Rule, as well
as any other applicable rules or regulations promulgated by the Securities and
Exchange Commission.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us both copies of this Agreement.
SEI INVESTMENTS DISTRIBUTION CO.
---------------------------------
(Authorized Signature)
President
Confirmed and accepted:
Firm Name:
By:
--------------------------------
(Authorized Signature)
Title:
-----------------------------
Address:
---------------------------
Date:
------------------------------
3
6
THE PARKSTONE GROUP OF FUNDS
SEI INVESTMENTS DISTRIBUTION CO.
SUB-DISTRIBUTION AND SERVICING AGREEMENT
August __, 1998
Gentlemen:
SEI Investments Distribution Co., a Pennsylvania corporation (the
"Distributor" or "SIDCO"), serves as distributor of The Parkstone Group of Funds
(the "Trust"), which is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"). The
Trust offers its shares ("Shares") to the public in accordance with the terms
and conditions contained in the Prospectus of each portfolio of the Trust. The
term "Prospectus" used herein refers to the prospectus on file with the
Securities and Exchange Commission which is part of the registration statement
of the Trust under the Securities Act of 1933 (the "Securities Act"). In
connection with the foregoing you may serve as a participating dealer (and,
therefore, accept orders for the purchase or redemption of Shares, respond to
shareholder inquiries and perform other related functions) on the following
terms and conditions:
1. Participating Dealer. You are hereby designated a Participating
Dealer and as such are authorized (i) to accept orders for the purchase of
Institutional Shares ("Shares") of the portfolios of the Trust and to transmit
to the Trust such orders and the payment made therefor, (ii) to accept orders
for the redemption of Shares and to transmit to the Trust such orders and all
additional material, including any certificate for Shares, as may be required to
complete the redemption, and (iii) to assist shareholders with the foregoing and
other matters relating to their investments in the Trust and to the distribution
of Shares, in each case subject to the terms and conditions set forth in the
Prospectus for each portfolio of the Trust. You are to review each Share
purchase or redemption order submitted through you or with your assistance for
completeness and accuracy. You further agree that, if requested by the
Distributor, you will undertake from time to time certain shareholder
communication activities ("shareholder services"), as requested by the
Distributor, for customers of yours ("Customers") who have purchased Shares. You
may perform these duties yourself or subcontract them to a third party of your
choice. These shareholder services may include one or more of the following
services as determined by the Distributor: (i) responding to Customer inquiries
relating to the services performed by you; (ii) responding to routine inquiries
from Customers concerning their investments in Shares; and (iii) providing such
other similar services as may be reasonably requested by the Distributor to the
extent you are permitted to do so under applicable statutes, rules and
regulations. In addition, you further agree to perform one or more of the
following as may be requested from time to time by the Distributor: (i)
establishing and maintaining accounts and records relating to Customers that
invest in Shares, including taxpayer identification number certifications; (ii)
processing dividend and distribution payments from the Trust on behalf of
Customers; (iii) providing information periodically to Customers showing their
positions in Shares and forwarding sales literature and advertising provided by
the Distributor; (iv) arranging for bank wires; (v) providing subaccounting with
respect to Shares owned of record or beneficially by Customers or providing the
information to the Trust necessary for
1
7
subaccounting; (vi) if required by law, forwarding shareholder communications
from the Trust (such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax notices) to Customers;
(vii) assisting in processing purchase, exchange and redemption requests from
Customers and in placing such orders with the Trust's service contractors; and
(viii) assisting Customers in changing dividend options, account designations
and addresses. In performing the services described in this Agreement, you will
provide such office space and equipment, telephone facilities and personnel
(which may be any part of the space, equipment and facilities currently used
your business or any personnel employed by you) as may be reasonably necessary
or beneficial to provide such services.
2. Execution of Orders for Purchases and Redemptions of Shares. All
orders for the purchase of any Shares shall be executed at the then current
public offering price per Share (i.e., the net asset value per Share) and all
orders for the redemption of any Shares shall be executed at the net asset value
per Share, plus any applicable redemption charge, in each case as described in
the prospectuses for each portfolio of the Trust. The Trust and SIDCO reserve
the right to reject any purchase request at their sole discretion. If required
by law, each transaction shall be confirmed in writing on a fully disclosed
basis. The procedures relating to all orders and the handling of them will be
subject to the terms of the prospectuses of the Trust and SIDCO's written
instructions to you from time to time. Payments for Shares shall be made as
specified in the applicable portfolio's prospectus. If payment for any purchase
order is not received in accordance with the terms of the applicable portfolio's
prospectus or if an order for purchase, redemption, transfer or registration of
Shares is changed or altered, the Trust and SIDCO reserve the right, without
notice, to cancel the sale, redemption, transfer or registration and to hold you
responsible for any loss sustained as a result thereof.
3. Limitation of Authority. No person is authorized to make any
representations concerning the Trust, any portfolio of the Trust, or the Shares
except those contained in the Prospectus of each portfolio of the Trust and in
such printed information as the Distributor may subsequently prepare. NO PERSON
IS AUTHORIZED TO DISTRIBUTE ANY SALES MATERIAL RELATING TO THE TRUST WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE DISTRIBUTOR.
4. Compensation. As compensation for the provision of the services
described herein, you will look solely to the Customer, and you acknowledge that
the Trust and the Distributor shall have no direct responsibility for any
compensation due to you.
5. Prospectus and Reports. You agree to comply with the provisions
contained in the Securities Act governing the distribution of prospectuses to
persons to whom you offer Shares. You further agree to deliver, upon our
request, copies of any amended Prospectuses of the Trust to purchasers whose
Shares you are holding as record owner.
6. Qualification to Act. You represent that you are either (a) a member
in good standing of the National Association of Securities Dealers, Inc. (the
"NASD") or (b) a bank as defined in Section 3(a)(6) of the Securities Exchange
Act of 1934, as
2
8
amended, and have been duly authorized by proper corporate action to enter into
this Agreement and to perform your obligations hereunder, evidence of which
corporate action shall be properly maintained and made part of your corporate
records. If you are a member of the NASD, your expulsion or suspension from the
NASD will automatically terminate this Agreement on the effective date of such
expulsion or suspension. If you are a bank, or a subsidiary or an affiliate of a
bank, you represent that you possess the legal authority to perform the services
contemplated by this Agreement without violating applicable banking laws and
regulations, and this Agreement shall automatically terminate in the event that
you no longer possess such authority. You agree that you will not offer Shares
to persons in any jurisdiction in which you may not lawfully make such offer due
to the fact that you have not registered under, or are not exempt from, the
applicable registration or licensing requirements of such jurisdiction. If you
are a member of the NASD, you agree that in performing the services under this
Agreement, you at all times will comply with the Rules of Fair Practice of the
NASD, including, without limitation, the provisions of Section 26 of such Rules
and any other regulations or guidelines issued by the NASD. You agree that you
will not combine customer orders to reach breakpoints in commissions for any
purposes whatsoever unless authorized by the then current Prospectus in respect
of Shares of a particular class or by us in writing. You also agree that you
will place orders immediately upon their receipt and will not withhold any order
so as to profit therefrom. In determining the amount payable to you hereunder,
we reserve the right to exclude any sales which we reasonably determine are not
made in accordance with the terms of the Trust's Prospectuses and provisions of
the Agreement.
7. Blue Sky. The Trust has registered an indefinite number of Shares
under the Securities Act. The Trust intends to register or qualify in certain
states where registration or qualification is required. We will inform you as to
the states or other jurisdictions in which we believe the Shares have been
qualified for sale under, or are exempt from the requirements of, the respective
securities laws of such states. You agree that you will offer Shares to your
customers only in those states where such Shares have been registered,
qualified, or an exemption is available. We assume no responsibility or
obligation as to your right to sell Shares in any jurisdiction. We will file
with the Department of State in New York a State Notice and a Further State
Notice with respect to the Shares, if necessary.
8. Authority of Trust and Participating Dealer. The Trust shall have
full authority to take such action as it deems advisable in respect of all
matters pertaining to the offering of its Shares, including the right not to
accept any order for the purchase of Shares. You shall be deemed an independent
contractor and not an agent of the Trust, for all purposes hereunder and shall
have no authority to act for or represent the Trust. You will not act as an
"underwriter" or "distributor" of shares, as those terms are used in the 1940
Act, the Securities Act of 1933, and rules and regulations promulgated
thereunder.
9. Recordkeeping. You will (i) maintain all records required by law to
be kept by you relating to transactions in Shares and, upon request by the
Trust, promptly make such records available to the Trust as the Trust may
reasonably request in connection with its operations and (ii) promptly notify
the Trust if you experience any
3
9
difficulty in maintaining the records described in the foregoing clauses in an
accurate and complete manner. If you hold shares as a record owner for your
customers, you will be responsible for maintaining all necessary books and
customer account records which reflect their beneficial ownership of shares of
the Trust, which records shall specifically reflect that you are holding Trust
Shares as agent, custodian or nominee for your customers.
10. Liability. The Distributor shall be under no liability to you
except for lack of good faith and for obligations expressly assumed by them
hereunder. In carrying out your obligations, you agree to act in good faith and
without negligence. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for the
Distributor or the Trust in any matter or in any respect. By your acceptance of
this Agreement, you agree to and do release, indemnify and hold the Distributor
and the Trust harmless from and against any and all liabilities, losses and
costs (including reasonable attorneys' fees and expenses) arising from any
direct or indirect actions or inactions of or by you or your officers, employees
or agents regarding your responsibilities hereunder or the purchase, redemption,
transfer or registration of Shares (or orders relating to the same) by or on
behalf of Customers. Nothing contained in this Agreement is intended to operate
as a waiver by the Distributor or you of compliance with any provision of the
Investment Company Act, the Securities Act, the Securities Exchange Act of 1934,
as amended, the Investment Advisors Act of 1940, or the rules and regulations
promulgated by the Securities and Exchange Commission thereunder.
11. Amendment. This Agreement may be amended by written consent of both
parties.
12. Termination. This Agreement may be terminated by either party,
without penalty, upon ten days' notice to the other party and shall
automatically terminate in the event of its assignment (as defined in the
Investment Company Act). This Agreement may also be terminated at any time by
the Trust without penalty by the vote of a majority of the members of the Board
of Trustees of the Trust who are not "interested persons" (as defined in the
Investment Company Act) and who have no direct or indirect financial interest in
the operation of the Distribution Agreement between the Trust and the
Distributor or by the vote of a majority of the outstanding voting securities of
the Trust.
13. Communications. All communications to the Distributor should be
sent to SEI Investments Distribution Co., Xxxx, Xxxxxxxxxxxx 00000, Attention:
The Parkstone Group of Funds. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
14. Severability and Governing Law. If any provision of this Agreement
shall be held or made invalid by a decision in a judicial or administrative
proceeding, statute, rule or otherwise, the enforceability of the remainder of
this Agreement will not be impaired thereby. This Agreement shall be governed by
the laws of the Commonwealth of Pennsylvania. In addition, you acknowledge and
agree that this Agreement has been entered into pursuant to Rule 12b-1 under the
Investment Company Act, and is subject to
4
10
the provisions of said Rule, as well as any other applicable rules or
regulations promulgated by the Securities and Exchange Commission.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us both copies of this Agreement.
SEI INVESTMENTS DISTRIBUTION CO.
---------------------------------
(Authorized Signature)
President
Confirmed and accepted:
Firm Name:
By:
-------------------------------
(Authorized Signature)
Title:
----------------------------
Address:
Date:
-----------------------------
5
