FORM OF SELLING AGREEMENT
Exhibit
(e)(iv)
FORM
OF SELLING AGREEMENT
Northern
Lights Distributors, LLC (the “Distributor”) serves as the principal underwriter
of shares of the OCM Mutual
Fund (the “Trust”), an open-end investment company in series form, shares
of which companies are distributed by Distributor at their respective net asset
values plus sales charges as applicable, pursuant to a written agreement (the
“Underwriting Agreement”). Distributor invites you (the “Company”) to
participate as a non-exclusive agent in the distribution of shares of any and
all of the funds subject to Distributor’s Underwriting Agreement, that are a
part of, or may become a part of, the Trust (each, a “Fund,” together the
“Funds”) upon the following terms and conditions:
Section
1.
Sale and Redemption of Fund Shares
(a) Company
shall offer and sell such shares only at the public offering price which shall
be currently in effect, in accordance with the terms of the current
Prospectus1. The applicable public offering
price may reflect scheduled variations in, or the elimination of, sales charges
or concessions on sales of the Fund’s shares, as described in the
Prospectus. Company agrees that it will apply any scheduled variation
in, or elimination of, any sales charge or concession uniformly to all offerees
in a class as specified in the Prospectus. Company agrees to act only
as agent in such transactions and nothing in this agreement shall constitute
either Distributor or Company as agent of the other or shall constitute Company
or the Trust as agent of the other.
(b) As
a selected dealer in Fund shares, Company is authorized and agrees to transmit
orders for purchases and redemptions, or any other requested actions with
respect to Fund shares, to the Fund’s transfer agent. Procedures
related to the transmission and handling of orders for Fund share transactions
(including the applicable price and effective time of orders) will be governed
by applicable law, the terms of the Prospectus, the relevant account
application(s) and any written instructions that Distributor may periodically
issue to Company. In all transactions in Fund shares between Company
and Distributor, Distributor is acting as agent for the Trust and not as
principal. All orders are subject to acceptance by Distributor and
become effective only upon confirmation by Distributor. Distributor
reserves the right in its sole discretion to reject any
order. Company agrees to submit orders for Fund share transaction
only in compliance with the terms and conditions in the Prospectus.
(c) Company
further agrees to provide certain services in order to promote the sale of
shares of the Funds, including but not limited to: answering routine inquiries
concerning a Fund; assisting in the maintenance of accounts or sub-accounts in a
Fund;
1 As used
in this agreement, the term “Prospectus” means that applicable Fund’s prospectus
and related statement of additional information, whether in paper or electronic
format, included in the Fund’s then currently effective registration statement
(or post-effective amendment thereto), and any information that Distributor or
the Fund may provide to you as a supplement to such prospectus or statement of
additional information, all as filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as may be
amended.
Page 1 of
13
processing
purchase or redemption transactions; making a Fund’s investment plans and
shareholder services available; and providing such other information and
services to investors in shares of the Funds as Distributor or the Trust, on
behalf of a Fund, may reasonably request.
(d) With
respect to Funds the shares of which are indicated in the Prospectus as being
sold with a sales charge, Company will be allowed the concessions from the
public offering price provided in the Prospectus and/or periodic written
correspondence from Distributor. With respect to Funds the shares of
which are indicated in the Prospectus as being sold with a contingent deferred
sales, early withdrawal or similar charge, Company will be paid a commission or
concession as disclosed in the Prospectus and/or periodic written correspondence
from Distributor. Any such sales charges or discounts may be subject
to reductions under a variety of circumstances as described in the
Prospectus. If a customer qualifies for a reduced sales charge as
described in the Prospectus, Company agrees to offer and sell Fund shares to
such customer at the applicable reduced sales charge. To obtain these
reductions, Distributor must be notified when the sale takes place which would
qualify for the reduced charge. There will be no sales charge paid or
discount allowed (if any) on the reinvestment of any dividends or distributions
in additional Fund shares.
(e) All
purchases of shares of a Fund made under any cumulative purchase privilege as
set forth in the Prospectus shall be considered an individual transaction for
the purpose of determining any sales concession from the public offering price
to which Company may be entitled as set forth in the Prospectus.
(f) As
each Fund’s agent, Distributor shall sell shares to Company for the account of
its customers or for its own bona fide investment. Company agrees
that its transactions in shares of the Fund will be limited to (i) the purchase
of shares from Distributor for resale to customers at the applicable public
offering price or for Company’s own bona fide investment; (ii) exchanges of
shares between Funds to the extent permitted by the Prospectus and in accordance
with any written instructions from Distributor; and (iii) transactions involving
the redemption of shares by a Fund or the repurchase of shares by Distributor as
an accommodation to shareholders or as applicable through tender
offers. Company agrees to sell Fund shares only to (i) Company’s
customers at the applicable public offering price, as determined in accordance
with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable
redemption price, as determined in accordance with the
Prospectus. Company agrees to purchase shares of the Funds only from
(i) Company’s customers at the applicable redemption price, as determined in
accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the
applicable public offering price, as determined in accordance with the
Prospectus.
(g) Company
agrees not to purchase any Fund shares from its customers at a price lower than
the applicable redemption price, determined in accordance with the
Prospectus. Company represents that any order,
instruction and/or related information transmitted to Distributor by Company for
a Fund share transaction has been authorized
Page 2 of
13
by
Company’s customers or is being requested for Company’s own investment
purposes. Any Fund share transaction order that Company places with
Distributor or a Fund is subject to the timely receipt by the Fund’s transfer or
other designated agent of all required documents in good order. If
such documents are not received within a reasonable time after the order is
placed, the order is subject to cancellation, in which case Company agrees to be
responsible for any loss to the Fund or Distributor resulting from such
cancellation. Company shall be responsible for the accuracy,
timeliness and completeness of any Fund share transaction orders transmitted by
Company to Distributor, and Company shall indemnify Distributor against any
third-party claims as a result of Company’s failure to properly transmit such
orders. Company also shall be responsible for date and time stamping
all orders for transactions in Fund shares that Company receives from its
customers.
(h) Company
agrees that it will not withhold placing customers’ orders for Fund share
transactions so as to profit itself as a result of such
withholding. Distributor will accept orders for the purchase of Fund
shares from Company only at the public offering price applicable to each such
order, as determined in accordance with the Prospectus. Distributor
will not accept from Company a conditional order for Fund shares.
(i) Company
must pay for Fund shares in accordance with Distributor’s instructions, and
Distributor must receive payment for such shares on or before the settlement
date established in accordance with Rule 15c6-1 under the Securities Exchange
Act of 1934, as may be amended (the “Exchange Act”). If Distributor
does not receive payment on or before such settlement date, Distributor may,
without notice, cancel the sale or, at Distributor’s option, sell the share that
Company ordered back to the issuing Fund, and Distributor may hold Company
responsible for any loss suffered by Distributor or the issuing Fund as a result
of Company’s failure to make payment as required.
(j) If
any shares sold to Company under the terms of this agreement are repurchased by
a Fund or by Distributor as the Fund’s agent, or for the account of the Fund or
are tendered to the Fund for purchase at liquidating value under the terms of
the Agreement and Declaration of Trust or other document governing such Fund
within seven (7) business days after the date of confirmation to Company of
Company’s original purchase order therefor, Company agrees to pay forthwith to
Distributor the full amount of the concession allowed to Company on the original
sale and Distributor agrees to forward payment of such amount to the Fund when
received. Distributor shall notify Company of such repurchase within
ten (10) days of the effective date of such repurchase.
(k) All
sales of Fund shares from Distributor to Company will be subject to receipt of
shares by Distributor from the Fund. Distributor reserves the right
in its discretion without notice to Company to suspend sales or withdraw the
offering of shares entirely.
(l) No
person is authorized to make any representations concerning the Trust, a Fund or
the shares of any Fund, except those contained in the Prospectus. In
purchasing
Page 3 of
13
shares from Distributor, Company shall rely
solely on the representations contained in the Prospectus.
(m) Company
agrees to comply with all applicable federal and state laws governing the
distribution of the Prospectus, periodic reports, proxy and other materials to
persons to whom Company offers shares and to persons who purchase shares from
Company. Additional copies of such printed information will be
supplied by Distributor or other agent of the Trust to Company in reasonable
quantities upon Company’s reasonable request. Company may not use any
sales literature or advertising material concerning Fund shares, other than
literature or material that Distributor or other agent of the Trust may provide
to Company from time to time, without obtaining Distributor’s prior written
approval. Company may not distribute or make available to investors
any information that Distributor may furnish to Company marked “For Dealer Use
Only” or that otherwise indicates that it is confidential or not intended to be
distributed to investors.
(n) If
Company holds Fund shares as nominee for its customers, all printed material and
confirmations or other communications, will be sent to Company, and Company
shall be responsible for forwarding any such materials to Company’s customers
for whose account Company holds any Fund shares as nominee. Company
also will be responsible for complying with all
reporting and tax withholding requirements with respect to the customers for
whose account Company holds any Fund shares as nominee. With respect
to other accounts, Company agrees to provide Distributor with all information
(including certification of taxpayer identification numbers and back-up
withholding instructions) necessary or appropriate for Distributor to comply
with legal and regulatory reporting requirements. Accounts opened or
maintained pursuant to NETWORKING, as described below, will be governed by
applicable National Securities Clearing Corporation rules and procedures and any
agreement or other arrangement with Distributor relating to
NETWORKING.
(o) The
parties acknowledge that neither the Distributor nor the Funds shall compensate
the Company for promoting or selling the shares by having the Funds' portfolio
securities transactions directed to Company. Each party further
agrees that it has not entered into any agreement with or on behalf of any Fund
pursuant to which that Fund or any affiliate is expected to direct portfolio
transactions or remuneration received in connection therewith to any party to
compensate that party for promoting or selling shares of the Fund.
(p) Certificates
evidencing Fund shares are not available; any transaction in Fund shares will be
effected and evidenced by book-entry form only. A confirmation
statement evidencing transactions in Fund shares will be transmitted to
Company.
(q) If
Company holds Fund shares subject to a contingent deferred sales charge,
redemption fee or similar fee, Company shall promptly remit any such charges or
fees to Distributor. Company also represents that it has the
capability to track and account for any
Page 4 of
13
such
charges or fees. Company further agrees to administer and maintain
any omnibus accounts held by it for two or more customers so that the terms and
conditions of the Prospectus apply to each customer. Distributor
reserves the right, at its discretion, to verify Company’s compliance with the
terms and conditions of the Prospectus by inspecting Company’s tracking and
accounting system or other means.
Section
2. Incorporation
of NSCC Rules
If
applicable, the Rules and Procedures Manual of the National Securities Clearing
Corporation, as amended from time to time, including the rules and procedures
applicable to the utilization of the Defined Contribution Clearing and
Settlement System, Fund/SERV and NETWORKING, as amended from time to time, are
hereby made a part of this agreement as if fully set forth herein and shall be a
part of each processed transaction.
|
Section
3.
|
Compensation
|
As
mentioned above, Distributor will pay Company the applicable sales charge or
concession, if any, as set forth in the Prospectus. Further, if a
Fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (a “Plan”), Distributor may make distribution or shareholder service
payments to Company under such Plan. Distributor has no obligation to
make any payments to Company under a Plan, and Company shall not receive any
such payments until Distributor receives monies therefor from the
Trust. Sales charges/concessions, Plan payments and Plans may be
changed, discontinued or terminated at any time. Company agrees that
it has no claim against Distributor or any Fund by virtue of any such change,
discontinuance or termination. In the event of any overpayment by
Distributor of any sales charge/concession or Plan payment, Company will
promptly remit such overpayment to Distributor. Any
payments made to Company pursuant to a Plan shall be subject to the following
terms and conditions:
(a) Any
payments made to Company pursuant to a Plan shall be in amounts as Distributor
may from time to time advise Company in writing but in any event not in excess
of the amounts permitted by the Plan in effect with respect to each particular
Fund, as disclosed in the Prospectus. Any such fees will be based on
the dollar amount of Fund shares which are owned of record by Company as nominee
for Company’s customers or which are owned by those customers of Company whose
records, as maintained by the relevant Fund’s transfer agent, designates Company
as the customer’s dealer of record. No Plan fees will be paid to
Company with respect to shares purchased by Company and redeemed by a Fund or by
Distributor, or tendered for redemption by Company within seven (7) business
days after the date of confirmation of such purchase; Company agrees to refund
promptly to Distributor the full amount of any Plan payment paid to Company on
such shares, and, if not yet paid, to forfeit the right to receive any Plan
payment on such shares.
Page 5 of
13
(b) Any
payments made to Company under a Plan for shareholder services are made in
consideration for personal services and/or account maintenance services provided
by Company to shareholders of the applicable Fund, and Company hereby represents
by its acceptance of such payments that Company is providing such
services. Company’s provision of these services is not on behalf of
the Trust, any Fund or Distributor, and, notwithstanding anything in this
agreement to the contrary, Company agrees that the Trust, the Funds and
Distributor are not responsible for the manner of Company’s performance of or
for any of Company’s acts or omissions in connection with such
services.
(c) By
accepting any distribution or services payments pursuant to a Plan, Company
hereby represents that its receipt of such payment complies with all applicable
laws and regulations, or order of any court, governmental or regulatory body,
and that Company will provide to its customers disclosure of all appropriate
facts relating to such payments and any other forms of compensation Company may
receive in connection with Fund share transactions in compliance with all such
laws, regulations and orders.
(d) The
provisions of this Section 3 relate to the Plan adopted by the Trust pursuant to
Rule 12b-1. In accordance with Rule 12b-1, any person authorized to
direct the disposition of monies paid or payable by a Fund pursuant to this
Section shall provide the Trust’s Board of Trustees, and the Trustees shall
review, at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made. Accordingly, Company
agrees to provide to Distributor such information regarding the Company’s
receipt and usage of any fees it receives pursuant to a Plan as Distributor may
reasonably request from time to time.
(e) The
provisions of this Section 3 shall remain in effect with respect to a particular
Fund for not more than a year and thereafter for successive annual periods only
so long as the continuance of a form of this agreement is specifically approved
at least annually in conformity with Rule 12b-1 and the Act. Such
provisions shall automatically terminate with respect to a particular Plan in
the event of the assignment (as defined by the Act) of this agreement, in the
event such Plan terminates or is not continued, in the event of any amendment to
the Plan that requires such termination, or in the event this agreement
terminates or ceases to remain in effect. The provisions of this
Section 3 shall also terminate upon the vote of a majority of the Trustees of
the Trust who are not “interested persons” of the Trust, as defined in the Act,
and have no
direct or indirect financial interest in the operation of the Plan or in this
agreement, or by a vote of a majority of the outstanding voting securities of
the Trust on not more than 60 days’ notice. In addition, the
provisions of this Section 3 may be terminated at any time, without penalty, by
either party with respect to any particular Plan on not more than 60 days’ nor
less than 30 days’ written notice delivered or mailed by registered mail,
postage prepaid, to the other party.
|
Section
4.
|
Representations
and Warranties
|
Page 6 of
13
(a) By
accepting this agreement, Company represents that it (i) is registered as a
broker-dealer under the Exchange Act, is qualified to act as a broker-dealer in
the states or other jurisdictions where Company transacts business, and it is a
member in good standing of the Financial Industry Regulatory Authority, Inc.
(“FINRA”); or (ii) is a bank (as defined by Section 3(a)(6) of the
Exchange Act), or a savings association or savings bank that has deposits
insured by the FDIC, licensed and authorized to carry on investment business in
the U.S. (including the transactions contemplated by this agreement) subject to
the supervision and regulation of relevant U.S. banking authorities and does not
engage in any activity requiring registration as a broker or dealer under the
Exchange Act or regulations thereunder. Company agrees that it will
maintain any such registrations, qualifications, and memberships in good
standing and in full force and effect throughout the term of this
agreement.
(b) Company
and Distributor both agree to comply with all applicable Federal laws, the laws
of the states or other jurisdictions concerned, and the rules and regulations
promulgated thereunder and with all the rules and regulations and
interpretations by governmental and regulatory bodies and self-regulatory
organizations (“SRO”) having jurisdiction over the Distributor and the Company,
including but not limited to the U.S. Securities and Exchange Commission (the
“SEC”) and FINRA. This agreement will terminate automatically without
notice in the event that either party’s registration as a broker-dealer or FINRA
membership is terminated.
(c) Company
will not offer or sell shares of the Funds in any state or jurisdiction where
they may not lawfully be offered and/or sold. Company agrees to
maintain all records required by law relating to Fund share transactions with
the Trust and Company will promptly notify the Trust if Company experiences any
difficulty in maintaining records in an accurate and complete
manner.
(d) If
Company is offering and selling shares of the Funds in jurisdictions outside the
several states, territories, and possessions of the United States and is not
otherwise required to be registered, qualified, or a member of FINRA, as set
forth above, Company nevertheless agrees to observe the applicable laws of the
jurisdiction in which such offer and/or sale is made, to comply with the full
disclosure requirements of the Securities Act of 1933 and the regulations
promulgated thereunder, to conduct Company’s business in accordance with the
spirit of the Conduct Rules of FINRA.
(e) Company
agrees to maintain records of all sales of Fund shares made by Company and any
other records as may be required by applicable law or as is consistent with
industry practice. Company shall furnish Distributor with copies of
such records upon request.
(f) Company
represents that it has and shall maintain throughout the term of this agreement
policies and procedures reasonably designed to ensure compliance with Rule 22c-1
under the Investment Company Act of 1940, FINRA Conduct Rule 2210 and other
Page 7 of
13
applicable laws, rules and
regulations governing the transactions contemplated by this agreement.
|
Section
5.
|
Limitation
of Liability/Indemnification
|
(a) Company
agrees to indemnify and hold the Trust, its agents, investment adviser, and
Distributor harmless from loss or damage resulting from Company’s breach of this
agreement, Company’s gross negligence or willful misconduct in performance of
its duties hereunder, or any failure on Company part to comply with applicable
laws.
(b) Distributor
agrees to indemnify and hold Company harmless from loss or damage resulting from
Distributor’s breach of this agreement, Distributor’s gross negligence or
willful misconduct in performance of its duties hereunder, material
misstatements or omissions in the Prospectus, or any failure on Distributor’s
part to comply with applicable laws.
(c) Under
no circumstances shall Distributor, its affiliates, the Trust and its agents be
liable for any loss, expense, damages, costs or other claim arising out of any
redemption or exchange pursuant to telephone instructions reasonably believed to
be genuine or the reasonable refusal to execute such instructions.
|
Section
6.
|
Notices
|
(a) Unless
notified otherwise, all communications to Distributor shall be sent
to:
Northern
Lights Distributors, LLC
Attn:
Legal Department
0000
Xxxxx 000xx
Xxxxxx
Xxxxx,
XX 00000
Any notice to Company shall be
duly given if mailed to Company at Company’s address setforth in the signature
section below or as registered from time to time with FINRA.
(b) Notices
and other communications under this agreement must be in writing and given by
personal delivery, registered or certified mail or overnight mail. In
addition, Company agrees and consents to receive any correspondence and other
information from the Distributor regarding the Trust or the Funds via a
nationally recognized mail courier, electronic mail, telephone, or
facsimile. Company may elect at any time not to receive
correspondence from Distributor via electronic mail or facsimile by notifying
Distributor in writing.
|
Section
7.
|
Term
and Termination
|
Page 8 of
13
(a) This
agreement and all amendments to this agreement shall take effect with respect to
and on the date of any orders placed by Company after the date accepted by
Distributor as set forth below or, as applicable, after the date of the notice
of amendment sent to Company by the Distributor.
(b) This
agreement may be terminated upon written notice by either party at any time, and
shall automatically terminate upon its attempted assignment except as set forth
below.
(c) The
provisions of the Underwriting Agreement and the Rule 12b-1 Distribution Plans
adopted by the Funds are incorporated herein by reference and this agreement
shall continue in effect with respect to a Fund only so long as the continuation
of the Underwriting Agreement relating to such Fund, and its Rule 12b-1
Distribution Plan, as applicable, are properly approved at least annually by the
Board of Trustees of such Fund.
|
Section
8.
|
Assignment
and Amendments
|
This
agreement shall not be assignable by Company. Distributor may assign
its rights and obligations under this agreement to any successor to the business
of Distributor upon written notice to Company.
Distributor
may amend this agreement upon written notice to Company.
Section
9. Governing
Law
The laws
of the State of Nebraska shall govern this agreement without giving effect
to the principles of conflict of laws.
Section
10. Arbitration
Any
controversy or claim arising out of, or related to, this agreement, its
termination or the breach thereof, shall be settled by binding arbitration
before a panel of arbitrators selected by FINRA in the City of Omaha, Nebraska
in accordance with the rules then obtaining of FINRA at the time of
arbitration. Company hereby understands that the arbitrators’
decision shall be binding and final between Company and Distributor, and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof.
Section
11. Anti-money
Laundering
Company
agrees to comply with all applicable anti-money laundering laws, regulations,
rules and government guidance, including the reporting, record keeping and
compliance requirements of the Bank Secrecy Act ("BSA"), as amended by The
International Money Laundering Abatement and Financial Anti-Terrorism Act of
2002, Title III of the USA
Page 9 of
13
PATRIOT
Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO
rules. These requirements include requirements to identify and report
currency transactions and suspicious activity, to verify customer identity, to
conduct customer due diligence, and to implement anti-money laundering
compliance programs. As required by the PATRIOT Act, Company hereby
certifies that Company has a comprehensive anti-money laundering compliance
program that includes policies, procedures and internal controls for complying
with the BSA; policies, procedures and internal controls for identifying,
evaluating and reporting suspicious activity; a designated compliance officer or
officers; training for appropriate employees; and an independent audit
function. Further, Company agrees to comply with the economic
sanctions programs administered by the U.S. Treasury Department's Office of
Foreign Assets Control ("OFAC"). Company certifies that it has an
OFAC compliance program in place which includes procedures for checking customer
names and the names of persons with signature authority over accounts
against
the OFAC lists of sanctioned governments and specially-designated nationals,
terrorists and traffickers; the screening of wire transfers and other payments
against the OFAC lists; a designated compliance officer; an internal
communication network; training of appropriate personnel; and an independent
audit function. Company agrees to promptly notify Distributor
whenever questionable activity, suspicious activity or OFAC matches are
detected. Company further agrees to investigate any potentially
suspicious activity and to take appropriate action, including the blocking of
accounts, the filing of suspicious activity reports and the reporting of matches
to OFAC, in connection with Fund share transactions.
Section
12. Confidentiality
All
books, records, information, and data pertaining to the business of the other
party which are exchanged or received pursuant to the negotiation or the
carrying out of this agreement shall remain confidential, and shall not be
voluntarily disclosed to any other person. If non-public personal
information regarding either party’s customers or consumers is disclosed to the
other party in connection with this agreement, the party receiving such
information will not disclose or use that information other than as necessary to
carry out the purposes of this agreement.
Section
13. Shareholder
Information – Disruptive Trading
The Funds
have adopted written policies and procedures reasonably designed to detect and
prevent frequent and/or disruptive Fund share trading practices. In
addition to adhering to the Funds’ own polices and procedures, the Company
agrees to cooperate with the Distributor to effect the Funds’ policies and
procedures as follows:
(a) Agreement to Provide
Information. Company agrees to provide Distributor, upon
written request, the taxpayer identification number (“TIN”), the
Individual/International Taxpayer Identification Number (“ITIN”), or other
government-issued identifier (“GII”), if known, of any or all Shareholder(s) of
the account and the amount, date, name or other identifier of any investment
professional(s) associated with
Page 10
of 13
the
Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption, transfer, or
exchange of shares held through an account maintained by Company during the
period covered by the request.
(b) Period Covered by
Request. Requests must set forth a specific period, not to
exceed 180 days from the date of the request, for which transaction information
is sought. Distributor may request transaction information older than
180 days from the date of the request as it deems necessary to investigate
compliance with policies established by Distributor for the purpose of
eliminating or reducing any dilution of the value of the outstanding shares
issued by the Funds.
(c) Form and Timing of
Response. (1) Company agrees to provide, promptly upon request
of Distributor or its designee, the requested information specified in Section
13(a). If requested by Distributor or its designee, Company agrees to
use best efforts to determine promptly whether any specific person about whom it
has received the identification and transaction information specified in Section
13(a) is itself a financial intermediary, as defined by Rule 22c-2, (“indirect
intermediary”) and, upon further request of Distributor or its designee,
promptly either (i) provide (or arrange to have provided) the information set
forth in Section 13(a) for those shareholders who hold an account with an
indirect intermediary or (ii) restrict or prohibit
the indirect intermediary from purchasing, in nominee name on behalf of other
persons, securities distributed by Distributor. Company additionally
agrees to inform Distributor whether it plans to perform (i) or
(ii). (2) Responses required by this paragraph must be communicated
in writing and in a format mutually agreed upon by the parties. (3)
To the extent practicable, the format for any transaction information provided
to Distributor should be consistent with the NSCC Standardized Data Reporting
Format.
(d) Limitations on Use of
Information. Distributor agrees not to use the information
received for marketing or any other similar purpose without the prior written
consent of the Company.
(e) Agreement to Restrict
Trading. Company agrees to execute written instructions from
Distributor to restrict or prohibit further purchases or exchanges of shares by
a Shareholder who has been identified by Distributor as having engaged in
transactions of Fund shares (directly or indirectly through the Company’s
account) that violate policies established or utilized by the Fund for the
purpose of eliminating or reducing any dilution of the value of the outstanding
shares issued by the Fund.
(f) Form of
Instructions. Instructions to restrict or prohibit trading
must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to
be executed. If the TIN, ITIN, or GII is not known, the instructions
must include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
Page 11
of 13
(g) Timing of
Response. Company agrees to execute instructions from
Distributor to restrict or prohibit trading as soon as reasonably practicable,
but not later than five (5) business days after receipt of instructions by the
Company.
(h) Confirmation by
Company. Company must provide written confirmation to
Distributor that instructions from Distributor to restrict or prohibit trading
have been executed. Company agrees to provide confirmation as soon as
reasonably practicable, but not later than ten (10) business days after the
instructions have been executed.
Section
14. Captions
Captions
contained in this agreement are inserted for convenience of reference only and
shall not be deemed to define, limit or extend or otherwise affect the meaning
or interpretation of this agreement or any provision hereof.
Section
15. Counterparts
This
agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same
agreement.
Section
16. Severability
If any
provision of this agreement shall be held invalid, illegal or unenforceable in
any jurisdiction, the validity, legality, and enforceability of the remaining
provisions of this agreement shall not be affected thereby.
Page 12
of 13
Section
17.
Entire Agreement
This
agreement constitutes the entire agreement between the Distributor and the
Company regarding the Funds’ shares and shall supersede any prior agreements or
understandings between the parties hereto.
|
For:
Northern Lights Distributors,
LLC
|
|
By:________________________________________
|
_______________________ |
|
Authorized
Signature
|
Title
|
|
________________________________________
|
_______________________ |
|
Print
Name
|
Date
|
***Please
indicate your acceptance of this agreement by returning a signed and dated copy
to the Distributor. ***
|
For:
|
||||
| Name of Company |
Date
|
|||
|
Address
of Principal Office
|
|
|||
| City State Zip Code |
CRD#
|
|||
|
By:
|
Title:
|
|||
|
Authorized
Signature
|
|
|||
|
|
||||
|
Print
Name
|
|
Page 13 of 13
