SALES AGREEMENT WITH CFS DISTRIBUTORS, INC.
This agreement is entered into between the financial institution executing
this Agreement, ______________________________________ ("Financial Institution")
and CFS Distributors, Inc. ("CFS") with respect to the Xxxxx Funds(TM) (the
"Trust"), which may be offered in one or more series (the "Funds") and classes
(the "Classes") of shares ("Shares"), for which CFS serves as Distributor of
shares of beneficial interest or capital stock. The Trusts or Classes to which
this Agreement applies are any current and future Trusts or Classes issued by
the Trust.
1. Status of Financial Institution as "Bank" or Registered Broker-Dealer.
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The Financial Institution represents and warrants to CFS that:
(a) It is either a "bank" as that term is defined in Section 3(a)(6)
of the Securities Exchange Act of 1934 ("Exchange Act") or a
broker-dealer registered with the Securities and Exchange
Commission.
(b) If the Financial Institution is a "bank", it is a duly organized
and validly existing bank in good standing under the laws of the
jurisdiction in which it is organized. The Financial Institution
agrees to give written notice to CFS promptly in the event that
it shall cease to be a "bank" as defined in Section (a)(6) of the
Exchange Act. In that event, this Agreement shall be
automatically terminated upon such written notice.
(c) If the Financial Institution is a registered broker-dealer, it is
a member of the NASD and it agrees to abide by all of the rules
and regulations of the NASD including, without limitation, the
NASD Rules of Fair Practice. The Financial Institution agrees to
notify CFS immediately in the event of (1) its expulsion or
suspension from the NASD, or (2) its being found to have violated
any applicable federal or state law, rule or regulation arising
out of its activities as a broker-dealer or in connection with
this Agreement, or which may otherwise affect in any material way
its ability to act in accordance with the terms of the Agreement.
The Financial Institution's expulsion from the NASD will
automatically terminate this Agreement immediately without
notice. Suspension of the Financial Institution from the NASD for
violation of any applicable federal or state law, rule or
regulation will terminate this Agreement effective immediately
upon NASD's written notice of termination to the Financial
Institution.
2. Financial Institution Acts as Agent for its Customers.
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The parties agree that in each transaction in the Shares of the Trust:
(a) the Financial Institution is acting as agent for the customer; (b)
each transaction is initiated solely upon the order of the customer;
(c) as between the Financial Institution and its customer, the
customer will have full beneficial ownership of all Shares of the
Trust to which this Agreement applies; (d) each transaction shall be
for the account of the customer and not for the Financial
Institution's account; and (e) each transaction shall be without
recourse to the Financial Institution provided that the Financial
Institution acts in accordance with the terms of this Agreement. The
Financial Institution shall not have any authority in any transaction
to act as CFS 's agent or as agent for the Trust.
3. Execution of Orders for Purchase and Redemption of Shares.
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a) 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 Share shall be executed at
the net asset value per share, less any applicable contingent
deferred sales charge or redemption charge, in each case as
described in the prospectus of the Trust or Class. CFS and the
Trust 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 and, if confirmed
by CFS, a copy of each confirmation shall be sent simultaneously
to the Financial Institution if the Financial Institution so
requests.
b) The procedures relating to all orders and the handling of them
will be subject to the terms of the prospectus of each Trust or
Class and CFS 's written instructions to the Financial
Institution from time to time.
c) Payments for Shares shall be made as specified in the applicable
Trust or Class prospectus. If payment for any purchase order is
not received in accordance with the terms of the applicable Trust
or Class prospectus, CFS reserves the right, without notice, to
cancel the sale and to hold the Financial Institution responsible
for any loss sustained as a result thereof.
d) The Financial Institution agrees to provide such security as is
necessary to prevent any unauthorized use of the Fund's record
keeping system, accessed via any computer hardware or software
provided to the Financial Institution by CFS.
4. Fees Payable to the Financial Institution from Sales Loads.
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(a) On each order accepted by CFS, in exchange for the performance of
sales and/or administrative services, the Financial Institution
will be entitled to receive from the amount paid by the Financial
Institution's customer the applicable percentage of the sales
load, if any, as established by CFS. The sales loads for any
Trust or Class shall be those set forth in its prospectus. The
portion of the sales load payable to the Financial Institution
may be changed at any time at CFS 's sole discretion upon thirty
(30) days' written notice to the Financial Institution and the
Trust.
(b) Transactions may be settled by the Financial Institutions: (1) by
payment of the full purchase price to CFS less an amount equal to
the Financial Institution's applicable percentage of the sales
load, or (2) by payment of the full purchase price to CFS, in
which case CFS shall pay to the Financial Institution, not less
frequently than monthly, the aggregate fees due it on orders
received and settled.
5. Payment of Rule 12b-1 Fees to the Financial Institution.
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Subject to and in accordance with the terms of each Trust or Class
prospectus and the Rule 12b-1 Plan, if any, duly adopted, by any Fund
or Class pursuant to Rule 12b-1 under the Investment Company Act of
1940, CFS may notify the investment advisor to the Fund to pay fees
for sales and/or distribution services to certain financial
institutions (such as banks and securities dealers).
6. Delivery of Prospectuses to Customers.
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The Financial Institution will deliver, or cause to be delivered to
each customer, at or prior to the time of any purchase of Shares, a
copy of the prospectus of the Trust or Class. The Financial
Institution shall not make any representations concerning any Shares
other than those contained in the prospectus of the Trust or Class or
in any promotional materials or sales literature furnished to the
Financial Institution by CFS or the Trust or Class.
7. Indemnification
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(a) The Financial Institution shall indemnify and hold harmless CFS,
the Trust, the transfer agents of the Trust, and their respective
subsidiaries, affiliates, officers, directors, agents and
employees from all direct or indirect liabilities, losses or
costs (including attorneys fees) arising from, related to or
otherwise connected with: (1) any breach by the Financial
Institution of any provision of this Agreement; or (2) any
actions or omissions of CFS , the Trust, the transfer agents of
the Trust, and their subsidiaries, affliates, officers,
directors, agents and employees in reliance upon any oral,
written, or computer or electronically transmitted instructions
believed to be genuine and to have been given by or on behalf of
the Financial Institution.
(b) CFS shall indemnify and hold harmless the Financial Institution
and its subsidiary affiliates, officers, directors, agents and
employees from and against any and all direct or indirect
liabilities, losses or costs (including attorneys fees) arising
from, related to or otherwise connected with: (1) any breach by
CFS of any provision of this Agreement; or (2) any alleged untrue
statement of a material fact contained in the Trust's
Registration Statement or Prospectuses, or as a result of or
based upon any alleged omission to state a material fact required
to be stated, or necessary to make the statements not misleading.
(c) The agreement of the parties in this Paragraph to indemnify each
other is conditioned upon the party entitled to indemnification
(Indemnified Party) giving notice to the party required to
provide indemnification (Indemnifying Party) promptly after the
summons or other first legal process for any claim as to which
indemnity may be sought is served on the Indemnified Party. The
Indemnified Party shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting from
it, provided that counsel for the Indemnifying Party who shall
conduct the defense of such claim or litigation shall be approved
by the Indemnified Party (which approval shall not unreasonably
be withheld), and that the Indemnified Party may participate in
such defense at its expense. No Indemnifying Party, in the
defense of any such claim or litigation, shall without the
consent of the Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an
unconditional term given by the claimant or plaintiff to the
Indemnified Party of a release from all liability in respect to
such claim or litigation.
(d) The provisions of this Paragraph 7 shall survive the termination
of this Agreement.
8. Customer Names Proprietary to the Financial Institution.
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(a) The names of the Financial Institution's customers are and shall
remain the Financial Institution's sole property and shall not be
used by CFS or its affiliates for any purpose except the
performance of its duties and responsibilities under this
Agreement and except for servicing and informational mailings
relating to the Trust. Notwithstanding the foregoing, this
Paragraph 8 shall not prohibit CFS or any of its affiliates from
utilizing the names of the Financial Institution's customers for
any purpose if the names are obtained in any manner other than
from the Financial Institutions pursuant to this Agreement.
(b) Neither party shall use the names of the other party in any
manner without the other party's written consent, except as
required by any applicable federal or state law, rule or
regulation, and except pursuant to any mutually agreed upon
promotional programs.
(c) The Provisions of this Paragraph 8 shall survive the termination
of this Agreement.
9. Solicitation of Proxies.
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The Financial Institution agrees not to solicit or cause to be
solicited directly, or indirectly, at any time in the future, any
proxies from the shareholders of the Trust in opposition to proxies
solicited by management of the Trust, unless a court of competent
jurisdiction shall have determined that the conduct of a majority of
the Board of Directors of the Trust constitutes willful misfeasance,
bad faith, gross negligence or reckless disregard of their duties. The
provisions of this Paragraph 9 shall survive the term of this
Agreement.
10. Certification of Customers' Taxpayer Identification Numbers.
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The Financial Institution agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of
the Internal Revenue code, and any applicable Treasury regulations,
and to provide CFS or its designee with timely written notice of any
failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding.
11. Notices.
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Except as otherwise specifically provided in the Agreement, all
notices required or permitted to be given pursuant to this Agreement
shall be in writing and delivered by personal delivery or by postage
prepaid, registered or certified United States first class mail,
return receipt requested, or by telex, telegram or similar means of
same day delivery (with a confirming copy by mail as provided herein).
Unless otherwise notified in writing, all notices to CFS shall be
given or sent to CFS at its offices located at 00000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, and all notices to the
Financial Institution shall be given or sent to it at its address
shown below.
12. Termination and Amendments
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(a) This Agreement shall become effective in this form as of the date
set forth below and may be terminated at any time by either party
upon thirty (30) days' prior notice to the other party. This
Agreement supersedes any prior sales agreement between the
parties.
(b) This Agreement may be amended by CFS from time to time by the
following procedures. CFS will mail a copy of the amendment to
the Financial Institution's address, as shown below. If the
Financial Institution does not object to the amendment within
thirty (30) days after its receipt, the amendment will become
part of the Agreement. The Financial Institution's objection must
be in writing and be received by CFS within such thirty (30)
days.
13. Governing Law.
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This Agreement shall be construed in accordance with the laws of the
State of Texas.
CFS DISTRIBUTORS, INC. ________________________________
00000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxx 00000 ________________________________
________________________________
By: Xxxxxx X. Xxxxx, President By: ____________________________
Print Name & Title
Date: ________________________ Date:___________________________
X______________________________ X_______________________________
Authorized Signature Authorized Signature
Tel: ___________________________
XXXXX FUNDS (TM)
00000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
In consideration of the Xxxxx Funds(TM) honoring requests to liquidate,
exchange and transfer only unissued shares of the Xxxxx Funds(TM) for which CFS
DISTRIBUTORS, INC. ("CFS") acts as distributor for the below referenced dealer
("the Dealer") customers without the use of signed stock power, the Dealer
hereby agrees to indemnify CFS and Xxxxx Funds(TM) against losses, including
reasonable attorneys' fees, that may arise from such liquidation, exchange
and/or transfer of only unissued shares upon the Dealer's direction. This
indemnity agreement applies only to transactions executed and settled as wire
orders from information transmitted via NSCC Fund/Serv. The Dealer represents to
the Xxxxx Funds(TM) and CFS that all such transactions will be authorized by its
customers.
Such indemnification shall not apply to any losses (including attorneys'
fees) occasioned by a failure of CFS or Xxxxx Funds(TM) to comply with any below
referenced Dealer's instructions governing the liquidation of only unissued
shares, or any negligent act or omission of CFS as distributor or the legal
custodian and Transfer Agent, Champion Fund Services(TM), their employees or
agents. All transactions will be settled upon confirmation of the below
referenced dealer through NSCC transmission to the Funds' Transfer Agent,
Champion Fund Services(TM).
Xxxxx Funds(TM) and CFS or the Dealer may revoke this indemnity agreement
upon prior written notice, and in case of such revocation, this indemnity
agreement shall remain effective as to transactions prior thereto
ACCEPTED: ACCEPTED:
Xxxxx Funds(TM) _____________________________________
00000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000 _____________________________________
_____________________________________
X____________________________________ X____________________________________
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
_____________________________________ _____________________________________
Name and Title Name and Title
Date: _____________________ Date: ____________________
Tel: ________________________________
ACCEPTED:
CFS DISTRIBUTORS, INC.
X____________________________________
Xxxxxx X. Xxxxx, President
Date: _____________________
