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EXHIBIT 6.2
XXXXX XXXXXX INC.
MUTUAL FUND DEALER AGREEMENT
TO THE UNDERSIGNED DISTRIBUTOR
Ladies and Gentlemen:
We understand that you are principal distributor of shares of certain mutual
funds ("Funds") registered with the Securities and Exchange Commission under
the Investment Company Act of 1940 ("1940 Act"). You desire that Xxxxx Xxxxxx
Inc. ("Xxxxx Xxxxxx") act as a dealer with respect to the sale of Shares to its
customers. In consideration of the mutual covenants stated below, you and
Xxxxx Xxxxxx agree as follows:
1. Purchase of Shares at Public Offering Price. Xxxxx Xxxxxx will use
such efforts to sell Shares as it in its sole discretion determines,
and will not be required to sell any specified or minimum number of
Shares of any Fund. Sales of Shares through Xxxxx Xxxxxx will be at
the public offering price of such Shares (the net asset vale of the
Shares plus any applicable sales charge), as determined in accordance
with the then effective prospectus(es) and statement(s) of additional
information used in connection with the offer and sale of the Shares
(collectively, the "Prospectus"). The public offering price will
reflect scheduled variations in or the elimination of sales charges on
sales of Shares either generally to the public or in connection with
special purchase plans, as described in the Prospectus. Xxxxx Xxxxxx
agrees to apply any scheduled variation in or waivers of sales charges
uniformly to all customers meeting the qualifications therefor as
specified in the Prospectus.
2. Rights of Accumulation and Letters of Intent. With respect to Funds
sold with an initial sales charge, Xxxxx Barney's Customers will be
entitled to reduced sales charges on purchases made under any letter
of intent or right of accumulation described in the Prospectus. In
such case, the concession from the public offering price retained by
Xxxxx Xxxxxx will be based upon such reduced sales charge; however, if
a Xxxxx Xxxxxx Customer fails to fulfill a letter of intent,
thereafter you will pay Xxxxx Xxxxxx the amount required to reflect
the appropriate concession based on the actual purchases made by the
customer. When placing wire trades, Xxxxx Xxxxxx agrees to advise you
of any letter of intent executed by its customer or any available
right of accumulation.
3. Exchanges and Redemptions. Exchanges of Shares between Funds and
redemptions of Shares by a Fund or repurchases of Shares by you will
be effected in the manner and upon the terms described in the
Prospectus. Exchanges will be subject to such restrictions and
charges as are provided for in the Prospectus. Redemptions and
repurchases will be subject to any applicable contingent deferred
sales charges, redemption fees or other charges as are provided for in
the Prospectus. Any order placed by Xxxxx Xxxxxx for the repurchase
or redemption of Shares is subject to the timely receipt by you or the
pertinent Fund's transfer agent of all required documents in good
order.
4. Handling and Receipt of Orders. The handling and settlement of
purchase, exchange and redemption orders will be subject to the
provisions of the Prospectus and such further procedures you and Xxxxx
Xxxxxx determine to be appropriate from time-to-time, consistent with
this Agreement. Orders which Xxxxx Xxxxxx receives prior to the close
of business as defined in the Prospectus and placed with you within
the time frame set forth in or consistent with the Prospectus shall be
executed at the public offering price next computed after they are
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received by Xxxxx Xxxxxx. You will provide such assistance to Xxxxx
Xxxxxx in processing orders as Xxxxx Xxxxxx reasonably requests.
Xxxxx Xxxxxx will be responsible for the accuracy, timeliness and
completeness of purchase, redemption or exchange orders it transmits
to you by wire or telephone. All orders shall be subject to your
confirmation.
5. Shareholder Servicing. If you and Xxxxx Xxxxxx agree, on an ongoing
basis Xxxxx Xxxxxx will provide shareholder servicing to its customers
who maintain investments in Shares. In so doing, Xxxxx Xxxxxx and its
employees and representatives may provide the following services,
among others: answer customer inquiries regarding the Funds and
customer investments therein; assist customers in changing dividend
options; answer questions about special investment and withdrawal
plans, and assist customers in enrolling such plans; distribute
reports and materials relating to the Funds to customers; assist in
the establishment and maintenance of accurate customer accounts and
records, including assisting in processing changes in addresses and
other customer information; and assist in processing purchase,
exchange and redemption orders.
6. Compensation and Expenses
A. With respect to Shares which are sold with an initial sales
charge, Xxxxx Xxxxxx will retain such concessions from the
public offering price as are specified in the Prospectus.
With respect to Shares which are not sold with an initial
sales charge, you will pay commissions to Xxxxx Xxxxxx at such
rates as you and Xxxxx Xxxxxx may determine from time-to-time,
consistent with this Agreement. Consistent with the
Prospectus and applicable law and regulation, from
time-to-time you and Xxxxx Xxxxxx may determine that Xxxxx
Xxxxxx will retain the full amount of initial sales charges
and/or that you will pay Xxxxx Xxxxxx additional compensation
in connection with Xxxxx Barney's sales of shares.
B. If Xxxxx Xxxxxx provides shareholder services pursuant to
Paragraph 5 of this Agreement, you will pay Xxxxx Xxxxxx
ongoing service fees at such rates as you and Xxxxx Xxxxxx may
determine from time-to-time. Such payments shall be
consistent with applicable law and regulation and this
Agreement. Your obligation to make payments to Xxxxx Xxxxxx
under this Subparagraph 6B shall survive any termination of
this Agreement, and shall continue so long as Xxxxx Xxxxxx
provides shareholder services described in Paragraph 5 of this
Agreement to its customers who hold Shares.
C. You will pay Xxxxx Xxxxxx ongoing trail commission
compensation with respect to holdings by Xxxxx Xxxxxx of
Shares of Funds with respect to which you pay such
compensation generally to dealers, at such rates as you and
Xxxxx Xxxxxx may determine from time-to-time. Payments under
this Subparagraph 6C may be in addition to the payment of
service fees as described in Subparagraph 6B of this
Agreement, and are subject to applicable law and regulation
and this Agreement. Your obligation to make payments to Xxxxx
Xxxxxx under this Subparagraph 6C shall survive any
termination of this Agreement, and shall continue so long as
Xxxxx Barney's customers maintain their investment in Shares.
D. With respect to expenses not specifically addressed elsewhere
in this Agreement, each party hereto will be responsible for
the expenses it incurs in acting hereunder. Consistent with
the Prospectus and applicable law and regulation, from
time-to-time you and Xxxxx Xxxxxx may determine that you will
pay or reimburse Xxxxx Xxxxxx for expenses it incurs in
connection with selling Shares.
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7. State Registration of Fund Shares. You agree to advise Xxxxx Xxxxxx
in writing on a continuous and current basis of the identity of those
states and jurisdictions in which the Shares are registered or
qualified for sale to the public.
8. NASD Regulation. Each party to this Agreement represents that it is a
member of the National Association of Securities Dealers, Inc.
("NASD") and each party agrees to notify the other should it cease to
be such a member. With respect to the sale of Shares hereunder, you
and Xxxxx Xxxxxx agree to abide by the Conduct Rules of the NASD,
including but not limited to the following:
A. Xxxxx Xxxxxx shall not withhold placing customers orders for
Shares so as to profit itself as a result of such withholding.
Xxxxx Xxxxxx shall not purchase any shares from you other than
for its own investment or to cover purchase orders already
received by it from its customers.
B. If any Shares purchased by Xxxxx Xxxxxx are repurchased by the
Fund which issued such Shares or by you for the account of
that Fund, or are tendered for redemption, within seven (7)
business days after confirmation by you of the original
purchase order for such Shares, no compensation as set forth
in Paragraph 6 above will be payable to Xxxxx Xxxxxx with
respect to such Shares, and Xxxxx Xxxxxx will refund to you
the full amount of any such compensation paid or allowed to it
on the original sale. You agree to notify Xxxxx Xxxxxx in
writing of any such repurchase or redemption within ten (10)
business days of the date on which the redemption is requested
or Share certificates are tendered to you, the pertinent Fund
or its transfer agent. Termination or cancellation of this
Agreement will not relieve the parties from the requirements
of this subparagraph.
C. Neither party to this Agreement will, as principal, purchase
any Shares from a customer at a price lower than the net asset
value next determined by or for the Fund that issued such
Shares. Nothing in this subparagraph shall prevent Xxxxx
Xxxxxx from selling Shares for a customer to you or to the
Fund which issued such Shares at the net asset value then
quoted by or for such Fund (less any applicable contingent
deferred sales charge or other charges) and charging a fair
commission or service fee for handling the transaction.
9. Suspension or Withdrawal of Offering. You reserve the right to
suspend sales of Shares of any Fund or withdraw any offering of Shares
entirely.
10. Provision of Materials. At your expense, you will furnish to Xxxxx
Xxxxxx with current prospectuses and statements of additional
information of the Funds (including any supplements thereto), periodic
reports to Fund shareholders and marketing and other materials you
have prepared relating to the Funds in such quantities as Xxxxx Xxxxxx
reasonably requests.
11. Representations by Xxxxx Xxxxxx Concerning the Funds. Xxxxx Xxxxxx
and its agents and employees are not authorized to make any
representations concerning the Funds or their Shares except those
contained in or consistent with the Prospectus and such other written
materials you provide relating to the Funds.
12. Prospectus Delivery. Xxxxx Xxxxxx will provide each of its customers
purchasing Shares with the pertinent prospectus(es) prior to or at the
time of purchase. Xxxxx Xxxxxx will provide any customer who so
requests with pertinent statement(s) of additional information.
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13. Liability and Indemnification
A. You agree to be liable for, to hold Xxxxx Xxxxxx, its
officers, directors and employees harmless from and to
indemnify each of them for any losses and costs arising from:
(i) any of your actions, and the actions of your employees and
affiliates, relating to the sale of Fund shares, including but
not limited to any statements or representations contained in
any sales or other material relating to the Funds you or your
affiliates provide to Xxxxx Xxxxxx or any other written
statements or representations, concerning the Funds that you,
your employees and your affiliates make to Xxxxx Xxxxxx; (ii)
any material misstatement in or omission of a material fact
from a Fund's current prospectus or statement of additional
information; and (iii) any failure of any Fund or its Shares
to be properly registered and available for sale under any
applicable federal law and regulation or the laws and
regulations of any state, any U.S. territory or the District
of Columbia when you have represented to Xxxxx Xxxxxx that the
Fund and its Shares are so registered and qualified; and (iv)
any of your actions, or the actions of your affiliates,
relating to the processing of purchase, exchange and
redemption orders and the servicing of shareholder accounts.
You shall not be liable for any consequential damages.
B. Xxxxx Xxxxxx agrees to be liable for, to hold you, your
officers, directors and employees harmless from and to
indemnify them from any losses and costs arising from: (i) any
statements or representations that Xxxxx Xxxxxx or its
employees make concerning the Funds that are inconsistent with
either the pertinent Funds' current prospectus and statement
of additional information or any other material you have
provided or any other written statements or representations,
you have made to Xxxxx Xxxxxx relating to the Funds; (ii) any
sale of Shares of a Fund where the Fund or its Shares were not
properly registered or qualified for sale in any state, any
U.S. territory or the District of Columbia, when you have
indicated to Xxxxx Xxxxxx that the Fund and its Shares were
not properly registered and qualified; and (iii) any of Xxxxx
Barney's actions relating to the processing of purchase,
exchange and redemption orders and the servicing of
shareholder accounts. Xxxxx Xxxxxx shall not be liable for
any consequential damages.
C. The indemnification provided in paragraphs (a) and (b) of this
section shall not be valid if any such loss or cost is due to
the negligence or willful misconduct of the party to whom the
indemnification would otherwise be provided.
D. The provisions of this Paragraph 13 shall survive the
termination of this Agreement.
14. Arbitration. If a dispute arises between you and Xxxxx Xxxxxx with
respect to this Agreement which the parties are unable to resolve
themselves, it shall be settled by arbitration in accordance with the
then-existing NASD Code of Arbitration Procedure ("NASD Code"). The
parties agree, that to the extent permitted by the NASD Code, the
arbitrator(s) shall be selected from the securities industry.
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15. Miscellaneous. This Agreement shall be governed by the laws of New
York State. This Agreement may be amended only upon the written
agreement of both parties hereto, and may be terminated by either
party on ten days' written notice to the other. If your payments to
Xxxxx Xxxxxx under Subparagraphs 6B and/or 6C hereunder in whole or in
part are financed by a Fund in accordance with a Fund's plan of
distribution adopted pursuant to rule 12b-1 under the 1940 Act, then
in the event of the termination of such rule 12b-1 plan of
distribution by a Fund's board of directors or trustees or
shareholders, you and Xxxxx Xxxxxx agree to negotiate in good faith
with respect to whether and to what extent you will continue to make
payments from your own resources to Xxxxx Xxxxxx as required by
Subparagraphs 6B and 6C hereunder. This Agreement constitutes the
entire agreement between you and Xxxxx Xxxxxx and supersedes all prior
oral or written agreements between you and Xxxxx Xxxxxx and its
predecessors relating to the sale of Shares.
Sincerely,
XXXXX XXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Dated: March 17, 1997
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AGREED AND ACCEPTED:
Distributor Name: FPA Fund Distributors, Inc.
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Fund Complex: FPA Funds
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By: /s/ Xxxxx X. xx Xxxx, Xx., President
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Dated: February 26, 1997
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