XXXXXX XXXXXXX DISTRIBUTORS INC.
RETAIL FUNDS DEALER AGREEMENT
THIS AGREEMENT, entered into as of ______________, 2007, is by and between
Xxxxxx Xxxxxxx Distributors Inc. ("Distributor") and ___________________________
_____________ ("Dealer").
WITNESSETH:
WHEREAS, Distributor serves as the principal underwriter for the Xxxxxx
Xxxxxxx group of retail open-end management investment companies, including any
series and classes thereof (each, a "Xxxxxx Xxxxxxx Fund," and, collectively,
the "Xxxxxx Xxxxxxx Funds");
WHEREAS, each Xxxxxx Xxxxxxx Fund is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), and the shares, including any
classes thereof (the "Shares" and the "Classes," respectively) are registered
under the Securities Act of 1933, as amended (the "Securities Act");
WHEREAS, Distributor and Dealer agree that Dealer may participate in the
distribution of Shares of Xxxxxx Xxxxxxx Funds as follows:
(a) In regard to all customers of Dealer: Distributor and Dealer agree
that Dealer may participate in the distribution of Shares of only
those Xxxxxx Xxxxxxx Funds listed on Schedule A attached hereto, as
such Schedule A may be amended from time to time by Distributor upon
notice to Dealer (each, an "Eligible Fund," and, collectively, the
"Eligible Funds"), to any and all of Dealer's customers, subject to
all of the terms of this Agreement, except Section 3 herein; and
(b) In regard to "transferred customer accounts" only: Distributor and
Dealer agree that Dealer may participate in the distribution of Shares
of any and all Xxxxxx Xxxxxxx Funds, including, but not limited to,
the Eligible Funds, to any "transferred customer account" (as that
term is defined in Section 3 below), subject to all of the terms of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto, intending to be legally bound, hereby agree as
follows:
SECTION 1. LICENSING
a. Dealer represents and warrants that: (i) it is a broker-dealer
registered with the Securities and Exchange Commission ("SEC"); (ii) it is a
member in good standing of the Financial Industry Regulatory Authority
("FINRA"); (iii) it is licensed by the appropriate regulatory agency of each
state or other jurisdiction in which Dealer will offer and sell Shares of the
Eligible Funds; and (iv) each of its partners, directors, officers, employees,
and agents who will participate or otherwise be involved in the offer or sale of
the Shares or the performance by Dealer of its duties and activities under this
Agreement is either appropriately licensed or exempt from such licensing
requirements by the appropriate regulatory agency of each state or other
jurisdiction in which Dealer will offer and sell Shares of the Eligible Funds.
b. Dealer agrees that: (i) termination or suspension of its registration
with the SEC; (ii) termination or suspension of its membership with the FINRA;
or (iii) termination or suspension of its license to do business by any state or
other jurisdiction shall immediately cause the termination of this Agreement.
Dealer further agrees to notify Distributor promptly in writing of any such
action or event.
1
c. Dealer agrees that this Agreement is in all respects subject to the
Conduct Rules of the FINRA and such Conduct Rules shall control any provision to
the contrary in this Agreement. Without limiting the generality of the
foregoing, Dealer acknowledges that it is solely responsible for all suitability
determinations with respect to offers and sales of Shares of the Eligible Funds
to Dealer's customers and that Distributor has no responsibility for the manner
of Dealer's performance of, or for Dealer's acts or omissions in connection
with, the duties and activities Dealer performs under this Agreement.
d. Dealer agrees to be bound by and to comply with all applicable federal
and state laws and all rules and regulations promulgated thereunder generally
affecting the sale or distribution of mutual fund shares or classes of such
shares, including anti-money laundering laws (as further outlined in Section 12
herein) and the regulations and applicable guidance issued by the Department of
the Treasury, the SEC and the FINRA.
SECTION 2. ORDERS
a. The procedures relating to all orders and the handling of each order
(including the manner of computing the net asset value of Shares and the
effective time of orders received from Dealer) are subject to: (i) the terms of
the then-current prospectus and Statement of Additional Information (including
any supplements, stickers or amendments thereto) relating to each Eligible Fund
(or, as appropriate, class thereof), as filed with the SEC (collectively, the
"Prospectus"); (ii) the new account application for each Eligible Fund (or, as
appropriate, class thereof), as supplemented or amended from time to time; and
(iii) Distributor's written instructions and multiple class pricing procedures
and guidelines, if any, as provided to Dealer from time to time. To the extent
that the Prospectus contains provisions that are inconsistent with this
Agreement or any other document, the terms of the Prospectus shall be
controlling.
b. Dealer agrees to offer and sell Shares of the Eligible Funds on any day
that the Eligible Funds are open for business, as determined in accordance with
each Eligible Fund's Prospectus (a "Business Day"),only at the regular public
offering price applicable to such Shares and in effect at the time of each
transaction.
c. Dealer shall place orders through Distributor prior to the time as of
which the net asset value ("NAV") is determined for the Eligible Fund on such
Business Day, as specified in the Eligible Fund's Prospectus (the "Close of
Trading").
d. In all offers and sales of the Shares to the public, Dealer is not
authorized to act as broker or agent for, or employee of, Distributor, any
Eligible Fund or any other dealer, and Dealer shall not represent to any third
party that Dealer has such authority or is acting in such capacity. Rather,
Dealer agrees that it is acting as principal for Dealer's own account or as
agent on behalf of Dealer's customers in all transactions in Shares, except as
provided in Section 4.i. hereof.
e. All orders are subject to acceptance by Distributor in its sole
discretion and become effective only upon confirmation by Distributor.
Distributor reserves the unqualified right not to accept any specific order for
the purchase or sale of Shares.
f. Distributor agrees that it will accept from Dealer orders placed through
a designated clearing entity, through a remote terminal or otherwise
electronically transmitted via the National Securities Clearing Corporation
("NSCC") Fund/SERV system ("Fund/SERV"), provided, however, that appropriate
documentation thereof and agreements relating thereto are executed by both
parties to this Agreement, including, if applicable (i.e., if the parties desire
to participate in the NSCC's Networking program ("Networking") with each other),
the standard NSCC Networking Agreement, and any other related agreements between
Distributor and Dealer deemed appropriate by Distributor. The parties
acknowledge and agree that all transactions conducted via Fund/SERV and all
accounts opened or
2
maintained pursuant to Networking will be governed by applicable NSCC rules,
guidelines and procedures. Both parties further agree that, if the parties
participate in Networking, the standard NSCC Networking Agreement will control
insofar as there is any conflict between any provision of this Dealer Agreement
and the standard NSCC Networking Agreement.
g. Distributor reserves the right at any time, and without notice to
Dealer, to suspend the sale of Shares or to withdraw or limit the offering of
Shares.
h. Exchanges of Shares between Eligible Funds are permitted subject to the
requirements of the applicable Prospectus and Statements of Additional
Information.
SECTION 3. PORTABILITY OF XXXXXX XXXXXXX FUNDS
a. Notwithstanding any other provision of this Agreement, Dealer may sell
Shares of any Xxxxxx Xxxxxxx Fund provided that the sale is to a "transferred
customer account" (i.e., either (1) any account that was established at Xxxxxx
Xxxxxxx & Co. Incorporated ("MS&Co.") and then transferred to Dealer in
connection with the employment of a former MS&Co. Financial Adviser or (2)
transferred to the Dealer at the direction of the customer). The "transferred
customer account" must have held Shares in at least one Xxxxxx Xxxxxxx Fund
prior to transfer to be eligible for the purchase of additional Shares of any of
the Xxxxxx Xxxxxxx Funds after the account is transferred to Dealer. Dealer
acknowledges that this Section 3 only applies to the sale of Shares for any
customer account that (i) was transferred either (A) in connection with the
employment of a MS&Co. Financial Adviser or (B) at a customer's direction, and
(ii) held Shares in such account prior to its transfer to Dealer.
b. Each party to this Agreement acknowledges and agrees that all terms and
provisions of this Agreement shall apply to any transactions in Xxxxxx Xxxxxxx
Funds for a "transferred customer account," as authorized under this Section 3,
and any provisions relating specifically to the Eligible Funds shall be deemed
to apply to any Xxxxxx Xxxxxxx Fund for the purposes of this Section 3.
SECTION 4. DUTIES OF DEALER
a. Dealer agrees to purchase Shares only from Distributor or from Dealer's
customers.
b. Dealer agrees to enter orders for the purchase of Shares only from
Distributor and only for the purpose of covering purchase orders Dealer has
already received from its customers or for Dealer's own bona fide investment.
c. For purposes of complying with Rule 22c-1 promulgated by the SEC under
the 1940 Act, Dealer agrees to date and time stamp all orders for the purchase
or sale of Shares received by Dealer, and to promptly forward such orders to
Distributor in time for processing at the public offering price (i.e., the NAV)
next determined after receipt of such orders by Dealer, in each case as
described in the applicable Prospectus. Dealer represents that it has controls
and procedures in place reasonably designed to ensure that orders received by
Dealer are handled in a manner consistent with Rule 22c-1 under the 1940 Act and
any SEC staff positions or interpretations issued thereunder. Dealer will permit
the Distributor, upon reasonable notice, to audit Dealer controls and procedures
with regard to the processing of orders.
d. Dealer agrees not to withhold placing orders for Shares with Distributor
so as to profit itself as a result of such inaction.
e. Dealer agrees to maintain records of all purchases and sales of Shares
made through Dealer and to furnish Distributor or regulatory authorities with
copies of such records upon request. In that regard, Dealer agrees that, unless
Dealer holds Shares as nominee for its customers or participates in the NSCC
Networking program, at certain matrix levels, it will provide Distributor with
all necessary
3
information to comply properly with all applicable federal, state and local
reporting and record keeping requirements, including, without limitation, backup
and nonresident alien withholding requirements for its customer accounts. Dealer
represents and agrees that all Taxpayer Identification Numbers ("TINs"),
Individual/International Taxpayer Identification Number ("ITINs") or other
government-issued identifier ("GIIs") provided are certified, and that no
account that requires a certified TIN, ITIN or GII will be established without
such certified TIN, ITIN or GII. With respect to all other accounts, including
Shares held by Dealer in omnibus accounts and accounts maintained through the
NSCC Networking program, at certain matrix levels, Dealer agrees to perform all
federal, state and local tax reporting with respect to such accounts, including,
without limitation, redemptions and exchanges.
f. Dealer agrees to distribute or cause to be distributed to its customers
Prospectuses, proxy solicitation materials and related information and proxy
cards, semi-annual and annual shareholder reports and any other materials in
compliance with applicable legal requirements, except to the extent that
Distributor expressly undertakes in writing to do so on Dealer's behalf.
g. Dealer agrees that payment for Shares ordered from Distributor shall be
in Fed Funds, New York clearinghouse or other immediately available funds and
that such funds shall be received by Distributor by the earlier of: (A) the end
of the third (3rd) business day following Dealer's receipt of the customer's
order to purchase such Shares; or (B) the settlement date established in
accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as
amended (the "1934 Act"). If such payment is not received by Distributor by such
date, Dealer shall forfeit its right to any compensation with respect to such
order, and Distributor reserves the right, without notice, to cancel the sale,
or, at its option, to sell the Shares ordered back to the Eligible Fund, in
which case Distributor may hold Dealer responsible for any loss, including loss
of profit, suffered by Distributor resulting from Dealer's failure to make
payment. If a purchase is made by check, the purchase is deemed made upon
conversion of the purchase instrument into Fed Funds, New York clearinghouse or
other immediately available funds.
h. Dealer agrees that it shall assume responsibility for any loss to the
Eligible Fund caused by a correction to any order placed by Dealer that is made
subsequent to the trade date for the order to the extent such order correction
was not based on any negligence on Distributor's part. Dealer further agrees
that it will immediately pay such loss to the Eligible Fund upon notification.
i. Dealer agrees that, in connection with orders for the purchase of Shares
on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail,
telephone, or wire, Dealer shall act as agent for the custodian or trustee of
such plans (solely with respect to the time of receipt of the application and
payments), and Dealer shall not place such an order with Distributor until it
has received from its customer payment for such purchase and, if such purchase
represents the first contribution to such a retirement plan account, the
completed documents necessary to establish the retirement plan.
j. Dealer agrees that it will not make any conditional orders for the
purchase or redemption of Shares and acknowledges that Distributor will not
accept conditional orders for Shares.
k. Dealer agrees that all out-of-pocket expenses incurred by it in
connection with its activities under this Agreement will be borne by Dealer.
l. Dealer agrees that it will maintain the required net capital as
specified by the rules and regulations of the SEC, FINRA and other regulatory
authorities.
m. Dealer agrees that it will maintain, during the term of this Agreement,
appropriate broker's blanket bond insurance policies covering any and all acts
of Dealer's directors, trustees, officers, partners, employees, and agents
reasonably necessary in light of its obligations under this Agreement, with
coverage limits in amounts standard in the industry, and adequate to reasonably
protect and indemnify Distributor, the Xxxxxx Xxxxxxx Funds, and the Eligible
Funds against any Loss which any
4
party may suffer or incur, directly or indirectly, as a result of any action or
omission by Dealer or Dealer's directors, officers, partners, employees, and
agents. The mere purchase and existence of insurance does not reduce or release
Dealer from liability incurred and/or assumed within the scope of this
Agreement. Dealer's failure to maintain insurance shall not relieve it of
liability under this Agreement.
n. Dealer acknowledges that it has provided certain information to the
Distributor regarding, among other things, its financial condition and ability
to perform its duties and responsibilities under this Agreement. Dealer agrees
that during the term of this Agreement, Dealer will, upon reasonable written
request by Distributor, (i) verify the continued accuracy of such information
originally provided and, to the extent such information is no longer accurate,
provide Distributor with revised information within thirty (30) days of
Distributor' request and (ii) it will permit Distributor, upon reasonable
notice, to audit Dealer information, controls and procedures designed to fulfill
its duties and responsibilities under this Agreement, including, but not limited
to, its duty to comply with the terms of the Eligible Fund's Prospectus. In any
event, without application by the Distributor, Dealer agrees to promptly notify
the Distributor of any change in any of the information previously provided to
or requested by the Distributor that would have a material adverse effect on the
ability of the Dealer to fulfill its obligations under this Agreement.
o. Upon reasonable written request by the Distributor, Dealer will obtain
and provide to the Distributor copies of: (i) a current SAS-70 or other
comparable audit or report on its management, policies and procedures governing
the services to be provided under this Agreement, produced by an independent
public accounting firm; (ii) certified financial statements showing the
financial condition of Dealer; and (iii) any regulatory filings that would
impact Dealer's ability to perform it duties and obligations hereunder.
SECTION 5. DEALER COMPENSATION
a. Sales Charges/Dealer Concessions. On each purchase of Shares by Dealer
from Distributor, the total sales charges and dealer concessions or commissions,
if any, payable to Dealer shall be as set forth in each Eligible Fund's
Prospectus. Dealer acknowledges that no sales charge or concession or commission
will be paid to Dealer on the reinvestment of dividends or capital gains
reinvestment or on Shares acquired in exchange for Shares of another Eligible
Fund, or class thereof, having the same sales charge structure as the Eligible
Fund, or class thereof, from which the exchange was made, in accordance with the
Prospectus.
b. Rule 12b-1 Plan Payments.
With respect to any Eligible Fund that offers Shares for which
distribution plans have been adopted pursuant to Rule 12b-1 promulgated by the
SEC under the 1940 Act, ("Rule 12b-1 Plans"), Distributor also is authorized to
pay the Dealer continuing distribution and/or service fees, as specified in the
relevant Eligible Fund Prospectus, with respect to Shares of any such Eligible
Fund, to the extent that Dealer provides distribution, marketing, administrative
and other services and activities regarding the promotion of such Shares and the
maintenance of related shareholder accounts. Each Rule 12b-1 Plan in effect on
the date of this Agreement is described in the relevant Eligible Fund's
Prospectus.
In connection with the receipt of distribution fees and/or service
fees under Rule 12b-1 Plans applicable to Shares purchased by Dealer's
customers, Distributor directs Dealer to provide enhanced shareholder services
such as (i) processing purchase and redemption transactions; (ii) establishing
shareholder accounts; and (iii) providing certain information and assistance
with respect to the Eligible Funds. (Redemption levels of shareholder accounts
assigned to Dealer will be considered in evaluating Dealer's continued ability
to receive payments of distribution and/or service fees.) In addition, Dealer
agrees to support Distributor's marketing efforts by, among other things,
granting reasonable requests for visits to Dealer's office by Distributor's
wholesalers and marketing representatives, including
5
all Eligible Funds covered by a Rule 12b-1 Plan on Dealer's "approved,"
"preferred" or other similar product lists, if applicable, and otherwise
providing satisfactory product, marketing and sales support. Further, Dealer
agrees to provide Distributor with supporting documentation concerning the
shareholder services provided, as Distributor may reasonably request from time
to time.
All Rule 12b-1 Plan distribution and/or servicing fees shall be based
on the value of Shares attributable to Dealer's customers and eligible for such
payment, and shall be calculated at the rates set forth in the compensation
schedule then in effect. Without prior approval by a majority of the outstanding
shares of an Eligible Fund, the aggregate annual fees paid to Dealer pursuant to
any Rule 12b-1 Plan shall not exceed the amounts stated as the "annual maximums"
in each Eligible Fund's Prospectus, which amount shall be a specified percent of
the value of the Eligible Fund's net assets held in Dealer's customers' accounts
that are eligible for payment pursuant to the Rule 12b-1 Plans (determined in
the same manner as each Eligible Fund uses to compute its net assets as set
forth in its then current Prospectus). To the extent Distributor waives any
payments payable to Distributor under such Rule 12b-1 Plan, the amounts payable
to Dealer will be reduced accordingly.
In determining the amount payable to Dealer hereunder, Distributor
reserves the right to exclude any sales that it reasonably determines are not in
accordance with the terms of the Prospectus and provisions of this Agreement.
Dealer hereby acknowledges that all payments under Rule 12b-1 Plans
are subject to limitations contained in such Rule 12b-1 Plans and may be varied
or discontinued at any time.
c. Additional Payments. In accordance with each Eligible Fund's Prospectus,
Distributor and/or the Eligible Funds' investment manager may, but are not
obligated to, make additional payments to dealers out of their own resources,
and not as an additional charge to the Eligible Funds, as compensation in
connection with the sale, distribution, retention and/or servicing of Eligible
Fund shares. Such payments are in addition to any distribution-related or
transfer agency/shareholder servicing fees that may be payable by the Eligible
Funds or the Distributor. The types of sales that qualify for such compensation,
and any restrictions thereon, are outlined in the Prospectuses.
d. Qualifying Sales. In accordance with the Eligible Funds' Prospectuses,
Distributor or any affiliate may, but is not obligated to, make payments to
dealers from Distributor's own resources as compensation for certain sales that
are made at net asset value ("Qualifying Sales"). If Dealer notifies Distributor
of a Qualifying Sale, Distributor may make a contingent advance payment up to
the maximum amount available for payment on the sale. If any of the Shares
purchased in a Qualifying Sale are redeemed within eighteen (18) months of the
end of the month of purchase, Distributor shall be entitled to recover any
advance payment attributable to the redeemed Shares by reducing any account
payable or other monetary obligation Distributor may owe to Dealer or by making
demand upon Dealer for repayment in cash. This "holding period" (i.e., currently
18 months) may be changed from time to time by the Distributor or its affiliates
to such other length of time as is disclosed in the then current Prospectus.
Distributor reserves the right to withhold advances to Dealer, if for any reason
Distributor believes that it may not be able to recover unearned advances from
Dealer.
e. Reduced Sales Charge. Any sales charges and dealer concessions or
commissions are subject to reduction under a variety of circumstances as
described in each Eligible Fund's then current Prospectus. For an investor to
obtain any reduction, Distributor must be notified at the time of the sale that
the sale qualifies for the reduced sales charge. If Dealer fails to notify
Distributor of the applicability of a reduction in the sales charge at the time
the trade is placed, neither Distributor nor any Eligible Fund will be liable
for amounts necessary to reimburse any investor for the reduction that should
have been affected.
6
f. No Obligation to Pay. Distributor shall have no obligation to pay any
compensation to Dealer for the sale of Shares of an Eligible Fund until
Distributor receives the related compensation from the Eligible Fund, and
Distributor's liability to Dealer for such payments is limited solely to the
related compensation that Distributor receives from such Eligible Fund.
g. Suspension/Elimination of Compensation. Dealer acknowledges and agrees
that each Eligible Fund may, without prior notice, suspend or eliminate the
payment of any compensation, including Rule 12b-1 Plan payments or other dealer
compensation, by amendment, sticker or supplement to the then current Prospectus
for such Eligible Fund.
SECTION 6. MULTIPLE CLASSES OF SHARES; REDUCED SALES CHARGES
a. Distributor may, from time to time, provide Dealer with written
guidelines or standards relating to the sale, distribution or servicing of
Eligible Funds offering multiple classes of Shares, including classes offering
different sales charges, Rule 12b-1 Plan fees or other operating expenses.
b. If applicable to a particular Eligible Fund, Dealer will not accept a
purchase order from a customer nor submit a purchase order to Distributor for
Class A shares of the Eligible Fund that qualifies for investment in Class D
shares of such Eligible Fund.
c. In accordance with the terms of each applicable Prospectus, Dealer
acknowledges that a reduced sales charge or no sales charge (collectively,
"discounts") may be available to purchasers of Shares. Dealer represents that it
has, and will maintain during the term of this Agreement, adequate written
supervisory procedures and internal controls to ensure that Dealer's customers
receive all available discounts, and Dealer agrees: (i) to inform its customers
of applicable discount opportunities and to inquire about other qualifying
holdings that might entitle customers to receive discounts; (ii) to advise
Distributor, contemporaneously with each purchase order it forwards to
Distributor as agent for its customers, of the availability of any discounts;
and (iii) that in the event that Dealer fails to provide Distributor with
information concerning the availability of discounts as provided in (ii) above,
Dealer, and not Distributor or the Eligible Funds, shall be responsible for
reimbursing its customer any applicable discount amount.
SECTION 7. REDEMPTIONS, REPURCHASES AND EXCHANGES OF ELIGIBLE FUNDS
a. The Prospectus for each Eligible Fund describes the provisions whereby
the Eligible Fund, under all ordinary circumstances, will redeem Shares held by
shareholders on demand. Dealer agrees that it will not make any representations
to shareholders relating to the redemption of their Shares other than the
statements contained in the applicable Prospectus and the underlying
organizational documents of the Eligible Fund to which it refers, and that
Dealer will pay as redemption proceeds to shareholders the net asset value,
minus any applicable redemption fee, determined after receipt of the order as
discussed in the Prospectus.
b. Dealer agrees not to repurchase any Shares from its customers at a price
below that next quoted by an Eligible Fund for redemption or repurchase, i.e.,
at the net asset value of such Shares, less any applicable redemption fee, in
accordance with the Eligible Fund's Prospectus. Dealer shall, however, be
permitted to sell Shares for the account of the customer or record owner to an
Eligible Fund at the repurchase price then currently in effect for such Shares
and may charge the customer or record owner a fair service fee or commission for
handling the transaction, provided Dealer discloses the fee or commission to the
customer or record owner. Nevertheless, Dealer agrees that it shall not maintain
a secondary market in such repurchased Shares.
7
c. Dealer agrees that, with respect to a redemption order it has made, if
instructions in proper form, including any outstanding certificates, are not
received by Distributor within the time customary or required by law, the
redemption may be canceled without any responsibility or liability on
Distributor's part or on the part of any Eligible Fund, or Distributor, at its
option, may buy the shares redeemed on behalf of the Eligible Fund, in which
latter case Distributor may hold Dealer responsible for any loss, including loss
of profit, suffered by Distributor resulting from Distributor's failure to
settle the redemption.
d. Dealer agrees that if any Share is repurchased by any Eligible Fund or
is tendered for redemption within seven (7) business days after confirmation by
Distributor of the original purchase order from Dealer, Dealer shall forfeit its
right to any compensation with respect to such Share and shall forthwith refund
to Distributor the full compensation, if any, paid to Dealer on the original
sale. Distributor agrees to notify Dealer of such repurchase or redemption
within a reasonable time after settlement. Termination or cancellation of this
Agreement shall not relieve Dealer from its obligation under this provision.
e. Dealer agrees that it will comply with any restrictions and limitations
on exchanges described in each Eligible Fund's Prospectus, including any
restrictions or prohibitions relating to frequent purchases and redemptions.
SECTION 8. ELIGIBLE FUND INFORMATION
a. Dealer agrees that neither it nor any of its partners, directors,
officers, employees, and agents is authorized to give any information or make
any representations concerning Shares of any Eligible Fund except those
contained in the Eligible Fund's Prospectus or in materials provided by
Distributor.
b. Distributor will supply to Dealer reasonable quantities of Prospectuses,
sales literature, sales bulletins, and additional sales information as approved
by Distributor and the Eligible Funds. Dealer is not authorized to modify or
translate any such materials without Distributor's prior written consent. Dealer
agrees to use only advertising or sales material relating to the Eligible Funds
that: (i) is supplied by Distributor or the Eligible Funds, or (ii) conforms to
the requirements of all applicable laws or regulations of any government or
authorized agency having jurisdiction over the offering or sale of Shares of the
Eligible Funds and is approved in writing by Distributor in advance of its use.
Such approval may be withdrawn by Distributor in whole or in part upon written
notice to Dealer, and Dealer shall, upon receipt of such notice, immediately
discontinue the use of such sales literature, sales bulletins and advertising.
SECTION 9. REGISTRATION OF SHARES
a. Distributor acts solely as agent for the Eligible Funds and Distributor
shall have no obligation or responsibility with respect to Dealer's right to
purchase or sell Shares in any jurisdiction.
b. Distributor shall furnish Dealer, upon request, information identifying
the states or jurisdictions in which it is believed that all necessary notice,
registration or exemptive filings for Shares have been made under applicable
securities laws such that offers and sales of Shares may be made in such states
or jurisdictions. Distributor shall have no obligation to make such notice,
registration or exemptive filings with respect to Shares in any state or
jurisdiction.
c. Dealer agrees not to transact orders for Shares in states or
jurisdictions in which it has been informed that Shares may not be sold or in
which it and its personnel are not authorized to sell Shares.
8
d. Distributor shall have no responsibility, under the laws regulating the
sale of securities in the United States or any foreign jurisdiction, with
respect to the qualification or status of Dealer or Dealer's personnel selling
Eligible Fund Shares.
e. Dealer agrees that it will make no offers or sales of Shares in any
foreign jurisdiction, except with the express written consent of Distributor.
SECTION 10. REPRESENTATIONS AND WARRANTIES
a. Distributor represents and warrants that:
(i) It is a corporation duly organized and existing and in good
standing under the laws of the state of Delaware and is duly
registered or exempt from registration as a broker-dealer in all
states and jurisdictions in which it provides services as a
non-exclusive distributor for the Eligible Funds.
(ii) It is a member in good standing of the FINRA.
(iii) It is empowered under applicable laws and by Distributor's
organizational documents to enter into this Agreement and
perform all activities and services of Distributor provided for
herein and that there are no impediments, prior or existing,
regulatory, self-regulatory, administrative, civil or criminal
matters affecting Distributor's ability to perform under this
Agreement.
(iv) All requisite actions have been taken to authorize Distributor
to enter into and perform this Agreement.
b. In addition to the representations and warranties found elsewhere in
this Agreement, Dealer represents and warrants that:
(i) It is duly organized and existing and in good standing under the
laws of the state, commonwealth or other jurisdiction in which
Dealer is organized and that Dealer will not offer Shares of any
Eligible Fund for sale in any state or jurisdiction where such
Shares may not be legally sold or where Dealer is not qualified
to act as a broker-dealer.
(ii) It is empowered under applicable laws and by Dealer's
organizational documents to enter into this Agreement and
perform all activities and services of the Dealer provided for
herein and that there are no impediments, prior or existing,
regulatory, self-regulatory, administrative, civil or criminal
matters affecting Dealer's ability to perform under this
Agreement.
(iii) All requisite actions have been taken to authorize Dealer to
enter into and perform this Agreement.
(iv) It is not, at the time of the execution of this Agreement,
subject to any enforcement or other proceeding with respect to
its activities under state or federal securities laws, rules or
regulations.
(v) It is a "financial institution" as defined in 31 U.S.C.
5312(a)(2) or (c)(1) and is regulated by a "Federal functional
regulator" as defined in 31 CFR Section 103.120(a)(2).
9
(vi) It shall notify Distributor, within a reasonable time, of any
claim, complaint, enforcement action or other proceeding with
respect to Shares offered hereunder against Dealer or its
partners, affiliates, officers, directors, employees or agents,
or any person who controls Dealer, within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
(vii) It shall promptly send Distributor copies, if applicable, of
(i) any report(s) filed pursuant to FINRA Conduct Rule 3070
("Rule 3070") with respect to the sale of Shares offered under
this Agreement, including, without limitation, quarterly
reports filed pursuant to Rule 3070(c), (ii) any report(s)
filed with another self-regulatory organization pursuant to
Rule 3070(e), and (iii) any amendment(s) to Dealer's Form BD.
(viii) If any of the representations set forth in this Section 10 or
Sections 12, 13 or 14 at any time ceases to be true, Dealer
shall promptly notify Distributor of this fact. Such notice
shall be provided in accordance with Section 23.
SECTION 11. INDEMNIFICATION
a. Dealer agrees to indemnify, defend and hold harmless Distributor, the
Eligible Funds and each of their directors, trustees, officers, employees,
shareholders, agents, affiliates and each person who controls Distributor,
within the meaning of the Securities Act, from and against any and all losses,
claims, liabilities, costs, and expenses, including attorney fees (collectively,
"Losses"), that may be assessed against or suffered or incurred by any of them
howsoever they arise, and as they are incurred, which relate in any way to: (i)
Dealer's lack of good faith, negligence, or willful misconduct in carrying out
its duties and responsibilities under this Agreement; (ii) Dealer's failure to
comply with any applicable law, rule or regulation (including, without
limitation, the securities laws, rules and regulations of the United States or
any state or jurisdiction) in connection with the offer and/or sale by Dealer of
Shares of the Eligible Funds pursuant to this Agreement, or the discharge of any
of its other duties and responsibilities under this Agreement; (iii) any alleged
tort or breach of contract related to the offer and/or sale by Dealer of Shares
of the Eligible Funds pursuant to this Agreement (except to the extent that
Distributor's negligence or failure to follow correct instructions received from
Dealer is the cause of such Loss); (iv) any redemption or exchange pursuant to
instructions received from Dealer or its directors, trustees, officers,
partners, employees, agents, or affiliates; (v) incorrect investment
instructions received by Distributor from Dealer; or (vi) Dealer's breach of any
of its representations and warranties specified herein or Dealer's failure to
comply with the terms and conditions of this Agreement, whether or not such
action, failure, error, omission, misconduct or breach is committed by Dealer or
its directors, trustees, officers, partners, employees, agents, affiliates or
any person who controls Dealer within the meaning of the Securities Act.
b. Distributor agrees to indemnify, defend and hold harmless Dealer and its
directors, trustees, officers, partners, employees, agents, affiliates and each
person who controls Dealer, within the meaning of the Securities Act, from and
against any and all Losses that may be assessed against or suffered or incurred
by any of them howsoever they arise, and as they are incurred, which relate in
any way to (i) Distributor's lack of good faith, gross negligence, or willful
misconduct in carrying out its duties and responsibilities under this Agreement;
(ii) Distributor's failure to comply with any applicable law, rule or regulation
in connection with the discharge of its duties and responsibilities under this
Agreement; (iii) any untrue statement of a material fact contained in, or any
omission to state a material fact, in a Prospectus or any written sales
literature or other marketing materials provided by Distributor to Dealer, or
(iv) Distributor's breach of any of its representations and warranties specified
herein or Distributor's failure to comply with the terms and conditions of this
Agreement, whether or not such action, failure, error, omission, misconduct or
breach is committed by Distributor or its directors, officers,
10
employees agents, affiliates or any person who controls Distributor within the
meaning of the Securities Act.
c. This Section 11 shall survive any termination of the Agreement.
SECTION 12. ANTI-MONEY LAUNDERING RESPONSIBILITY
a. Dealer represents and warrants that it is in compliance and will
continue to be in compliance with all applicable anti-money laundering laws,
rules and regulations, including the Bank Secrecy Act, as amended by the USA
PATRIOT Act of 2001, and the implementing regulations of the Bank Secrecy Act
("BSA Regulations") and the applicable guidance issued by the SEC and the
guidance and rules of the applicable Exchanges, any securities regulatory
organization ("SRO") and the FINRA (collectively, "Guidance").
b. In connection with Distributor's reliance on Dealer to perform Customer
Identification Program ("CIP") procedures on its behalf, Dealer represents and
warrants that (1) Dealer is subject to a rule implementing 31 U.S.C. 5318(h) and
maintains an anti-money laundering program consistent with the USA PATRIOT Act
and the rules thereunder; (2) Dealer is regulated by a Federal functional
regulator as that term is defined under 31.C.F.R. Section 103.120(a)(2); (3)
Dealer has implemented a CIP compliant with Section 326 that enables Dealer to
form a reasonable belief that it knows the true identity of its customers,
including procedures to obtain information from and verify the identity of
customers, maintain records of the information used to verify identity,
determine whether the customer appears on any government list of known or
suspected terrorists or terrorist organizations, and provide customers with
adequate notice that the institution is requesting information to verify their
identities; and (4) Dealer will certify annually that it has implemented its
anti-money laundering program and that it or its agent will perform all aspects
of its CIP procedures with respect to customers referred to any Eligible Fund by
the Dealer.
c. Dealer represents and warrants that to the extent that any of its
customers who maintain Eligible Fund accounts is a current or former Senior
Foreign Political Figure ("SFPF"), an immediate family member of a SFPF, a
person who is widely known (or is actually known by the Dealer) to maintain a
close personal relationship with any such individual, or a corporation, business
or other entity that has been formed by or for the benefit of such individual,
it has conducted appropriate due diligence of such customer consistent with
Section 312 of the USA PATRIOT Act and any applicable BSA Regulations and
Guidance.
d. Dealer represents and warrants that to the extent its customers who
maintain Eligible Fund accounts are foreign banks, it has taken reasonable
measures and has obtained certifications and will obtain re-certifications that
indicate that the customers are not foreign shell banks, as defined in the BSA
Regulations.
e. Dealer will take all reasonable and practicable steps to ensure that it
does not accept or maintain investments in any Eligible Fund, directly or
indirectly, from:
(i) A person or entity (A) who is or becomes subject to sanctions
administered by the U.S. Office of Foreign Assets Control
("OFAC"), is included in any executive order or is on the list of
Specially Designated Nationals and Blocked Persons maintained by
OFAC, or (B) whose name appears on such other lists of prohibited
persons and entities as may be mandated by applicable U.S. law or
regulation.
(ii) A foreign shell bank (i.e., a bank with no physical presence in
any country).
11
f. Dealer agrees to notify immediately, in writing, the Anti-Money
Laundering Compliance Officer of Distributor if it becomes aware of any
suspicious activity or pattern of activity or any activity that may require
further review to determine whether it is suspicious in connection with the
Eligible Funds.
g. Dealer agrees that if the Eligible Funds or Distributor is required to
supply information, documentation or guidance to a SRO or government department
or agency about the CIP of the Eligible Funds or Distributor or the measures
taken to obtain information and to verify the identity of specific clients of
the Eligible Funds, Dealer shall allow such SRO or government department or
agency to examine its files.
SECTION 13. LATE TRADING COVENANT
Dealer covenants that it will transmit orders for the purchase, exchange or
sale of Shares on any business day that are based only on those transactions
that Dealer received and accepted as being in good order no later than the Close
of Trading for that business day.
SECTION 14. MARKET TIMING COVENANT / SHAREHOLDER INFORMATION
a. Dealer covenants that it shall cooperate with Distributor to identify
and discourage market timers and frequent traders. If any market timer buying or
redeeming Shares comes to the attention of Dealer, it will immediately notify
Distributor. Dealer acknowledges that Distributor may refuse a request to
purchase Shares if Distributor believes such purchase request includes a request
by a market timer or frequent trader. Dealer covenants that, unless it receives
a waiver from Distributor, it will enforce any and all policies adopted by the
Eligible Funds with respect to market timing and frequent trading, and shall
impose on shareholders, and remit to the applicable Eligible Fund, any
applicable redemption or short-term trading fees imposed by an Eligible Fund.
b. To the extent required by Rule 22c-2 promulgated by the SEC under the
1940 Act ("Rule 22c-2"), the Dealer agrees to provide the Eligible Fund, upon
written request, the TIN, the ITIN or other GII, if known, of any or all
shareholders and the amount, date, name or other identifier of any investment
professional(s) associated with the shareholder(s) or account(s) (if known), and
transaction type (purchase, redemption, transfer or exchange) of every purchase,
redemption, transfer or exchange of shares of the Eligible Fund held through one
or more account(s) maintained by the Dealer during the period covered by the
request ("transaction information").
c. Requests must set forth a specific period, not to exceed ninety (90)
business days from the date of the request, for which transaction information is
sought. The Eligible Fund may request transaction information older than ninety
(90) business days from the date of the request as it deems necessary to
investigate compliance with policies established by the Eligible Fund for the
purpose of eliminating or reducing any dilution of the value of the outstanding
shares of the Eligible Fund.
d. The Dealer agrees to transmit the requested transaction information that
is on its books and records to the Eligible Fund or its designee promptly, but
in any event not later than ten (10) business days after receipt of a request.
If the requested transaction information is not on the Dealer's books and
records, the Dealer agrees to: (i) provide or arrange to provide to the Eligible
Fund the requested transaction information from shareholders who hold an account
with an indirect intermediary; or (ii) if directed by the Eligible Fund,
restrict or prohibit further purchases of shares of the Eligible Fund from such
indirect intermediary. In such instance, the Dealer agrees to inform the
Eligible Fund whether it plans to perform (i) or (ii). Responses required by
this paragraph must be communicated in writing and in a format mutually agreed
upon by the parties. To the extent practicable, the format for any transaction
information provided to the Eligible Fund should be consistent with the NSCC
Standardized Data
12
Reporting Format. For purposes of this provision, an "indirect intermediary" has
the same meaning as in Rule 22c-2.
e. The Dealer agrees to execute written instructions from the Eligible Fund
to restrict or prohibit further purchases or exchanges of shares of the Eligible
Fund by a shareholder that has been identified by the Eligible Fund as having
engaged in transactions of the shares (directly or indirectly through the
Dealer's account) that violate market timing or frequent trading policies
established by the Eligible Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding shares of the Eligible Fund.
(i) Instructions must include the TIN, ITIN, or GII, if known, and the
specific restrictions(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.
(ii) The Dealer agrees to execute instructions as soon as reasonably
practicable, but not later than five (5) business days after receipt of the
instructions by the Dealer.
(iii) The Dealer must provide written confirmation to the Eligible
Fund that instructions have been executed. The Dealer agrees to provide
confirmation as soon as reasonably practicable, but not later than ten (10)
business days after the instructions have been executed.
f. The Distributor agrees not to use the transaction information received
from the Dealer for marketing or any other similar purpose without the prior
written consent of the Dealer.
SECTION 15. CONFIDENTIALITY
a. All books, records, information and data pertaining to the business of
the other party ("Confidential Information") that are exchanged or received in
connection with this Agreement shall be kept confidential and shall not be
voluntarily disclosed to any other person, except (i) if such information is
already publicly available; (ii) as may be required solely for the purpose of
carrying out a party's duties and responsibilities under this Agreement; (iii)
as required by order or demand of a court or other governmental or regulatory
body or as otherwise required by law; (iv) as may be required to be disclosed to
a party's attorneys, accountants, regulatory examiners or insurers for
legitimate business purposes; or (v) with the express prior written permission
of the other party.
b. Each party shall use commercially reasonable measures to advise its
employees of their obligations in connection with this Section 15. The parties
acknowledge that a breach of the provisions of this Section 15 as to another
party may cause irreparable harm to such party for which money damages would not
be adequate compensation, and therefore the parties agree that in the event of
such a breach such other party will be entitled to injunctive relief, as well as
such other relief as any court of competent jurisdiction deems appropriate for
redress of any such breach. The provisions of this Section 15 shall survive
termination of this Agreement.
SECTION 16. PRIVACY
a. In compliance with the Xxxxx-Xxxxx-Xxxxxx Act of 0000 (xxx "XXX Xxx"),
all information relating to past, present and prospective "consumers" and
"customers" of each party, as such terms are defined in the SEC's Regulation
S-P, adopted pursuant to the GLB Act (collectively, "Customer Information") must
be maintained in strict confidence. Dealer represents that it has adopted and
implemented procedures to safeguard Customer Information that are reasonably
designed to: (a) ensure the security and confidentiality of Customer
Information; (b) protect against any anticipated threats or hazards to the
security or integrity of Customer Information; (c) protect against unauthorized
access to or
13
use of Customer Information that could result in substantial harm or
inconvenience to any Customer or consumer; and (d) protect against unauthorized
disclosure of non-public personal information to unaffiliated third parties.
Dealer covenants that it will use, collect, maintain, and safeguard Customer
Information in compliance with SEC Regulation S-P, adopted pursuant to the
Xxxxx-Xxxxx-Xxxxxx Act of 1999, and any other federal and state privacy laws,
rules or regulations which may be enacted in the future and that it will not
gather, store, use, disclose, distribute, sell, or otherwise transfer any
Customer Information except as necessary to fulfill its obligations under this
Agreement or as otherwise permitted by law.
b. Each party shall use commercially reasonable measures to advise its
employees of their obligations in connection with this Section 16. The parties
acknowledge that a breach of the provisions of this Section 16 as to another
party may cause irreparable harm to such party for which money damages would not
be adequate compensation, and therefore the parties agree that in the event of
such a breach such other party will be entitled to injunctive relief, as well as
such other relief as any court of competent jurisdiction deems appropriate for
redress of any such breach. The provisions of this Section 16 shall survive
termination of this Agreement.
SECTION 17. TERMINATION; AMENDMENT
a. In addition to the automatic termination of this Agreement specified in
Section 1.b. of this Agreement, each party to this Agreement may unilaterally
cancel its participation in this Agreement by giving thirty (30) days prior
written notice to the other party. In addition, each party to this Agreement
may, in the event of a material breach of this Agreement by the other party,
terminate this Agreement immediately by giving written notice to the other
party, which notice sets forth in reasonable detail the nature of the breach.
Such notice shall be deemed to have been given and to be effective on the date
on which it was deemed received by the other party, if sent in accordance with
Section 23 herein.
b. This Agreement shall terminate immediately upon the appointment of a
trustee under the Securities Investor Protection Act or any other act of
insolvency by Dealer.
c. The termination of this Agreement by any of the foregoing means shall
have no effect upon transactions entered into prior to the effective date of
termination and shall not relieve Dealer of its obligations, duties and
indemnities specified in this Agreement. A trade placed by Dealer subsequent to
its voluntary termination of this Agreement will not serve to reinstate the
Agreement. Reinstatement, except in the case of a temporary suspension of
Dealer, will only be effective upon written notification by Distributor.
d. This Agreement is not assignable or transferable and will terminate
automatically in the event of its "assignment," as defined in the 1940 Act, and
the rules, regulations and interpretations thereunder. Distributor may, however,
transfer any of its duties under this Agreement to an affiliate of Distributor
that is qualified and able to provide the services contemplated herein.
e. This Agreement may be amended by Distributor at any time by written
notice to Dealer. Dealer's placing of an order or accepting payment of any kind
after the effective date and receipt of notice of such amendment shall
constitute Dealer's acceptance of such amendment.
f. Dealer acknowledges and agrees that if Dealer terminates this Agreement,
Distributor may, without liability of any kind,
(i) refuse to establish any account with respect to any affected
customer;
(ii) delay the establishment of any account with respect to any
affected customer;
14
(iii) close accounts previously established with respect to any
affected customer;
(iv) refuse to engage in any transactions (except redemption
requests) with respect to any affected customer;
(v) cancel any pending transactions (except redemption requests)
with respect to any affected customer;
(vi) liquidate the account of any affected customer; and
(vii) return to the appropriate person securities or other property
held in such customer's account.
SECTION 18. SETOFF; DISPUTE RESOLUTION; GOVERNING LAW
a. Should any of Dealer's compensation accounts with Distributor have a
debit balance, or should Dealer otherwise owe any amounts to Distributor,
Distributor shall be permitted to offset and recover the amount owed from any
account Dealer has with Distributor, without notice or demand to Dealer.
b. In the event of a dispute concerning any provision of this Agreement,
either party may require the dispute to be submitted to binding arbitration
under the commercial arbitration rules and procedures of the FINRA. The parties
agree that, to the extent permitted under such arbitration rules and procedures,
the arbitrators selected shall be from the securities industry. Judgment upon
any arbitration award may be entered by any state or federal court having
jurisdiction.
c. This Agreement shall be governed by, and its terms and provisions
construed in accordance with, the laws of the state of New York, without
reference to the conflict of laws principles thereof.
SECTION 19. INVESTIGATIONS AND PROCEEDINGS
The parties to this Agreement agree to cooperate fully in any securities
regulatory investigation or proceeding or any judicial proceeding with respect
to each party's activities under this Agreement and promptly to notify the other
party of any such investigation or proceeding.
SECTION 20. CAPTIONS/HEADINGS
All captions and headings used in this Agreement are for convenience of
reference only and are not to be used in construing or interpreting any aspect
hereof.
SECTION 21. SEVERABILITY
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law. If, however, any
provision of this Agreement is held, under applicable law, to be invalid,
illegal, or unenforceable in any respect, such provision shall be ineffective
only to the extent of such invalidity, and the validity, legality and
enforceability of the remaining provisions of this Agreement shall not be
affected or impaired in any way.
SECTION 22. SURVIVAL
The representations, warranties and covenants of the undersigned contained
in Sections 1, 10, 11, 12, 13, 14 and 18 hereof shall survive any termination of
this Agreement.
15
SECTION 23. NOTICES
Every notice required by this Agreement will be in writing and shall be
deemed given (i) the next Business Day if sent by a nationally recognized
overnight courier service that provides evidence of receipt; (ii) the same
Business Day if delivered personally; (iii) the same Business Day if sent by
facsimile or email transmission and confirmed by a telephone call by 3:00 p.m.
(receiving party's time); or (iv) on the third Business Day if sent by certified
mail, return receipt requested. Unless otherwise notified in writing, all
notices required to be given under this Agreement shall be given or sent to a
party at the address listed on Schedule B attached hereto.
SECTION 24. NON-EXCLUSIVITY
Each of the parties acknowledges and agrees that this Agreement and the
arrangements described herein are intended to be non-exclusive and that each of
the parties is free to enter into similar agreements and arrangements with other
entities.
SECTION 25. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
will be an original and all of which together will be deemed one and the same
document.
SECTION 26. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties hereto with
respect to the subject matter contained herein and supersedes all previous
agreements and/or understandings of the parties. This Agreement shall be binding
upon the parties hereto when signed by Dealer and accepted by Distributor.
16
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
duly executed in its name and on its behalf by its duly authorized
representative on the date specified above.
XXXXXX XXXXXXX DISTRIBUTORS INC.
By:
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Date:
--------------------------------------
ON BEHALF OF DEALER:
------------------------------------------------
(PLEASE ENTER FULL LEGAL NAME OF DEALER ABOVE)
By:
--------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
Address:
-----------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Telephone:
---------------------------------
Fax:
---------------------------------------
FINRA CRD #
--------------------------------
TAX ID #
-----------------------------------
Dealer #
-----------------------------------
(Internal Use Only)
Date:
--------------------------------------
17
SCHEDULE A
ELIGIBLE FUNDS
(AS OF AUGUST 1, 2007)
Xxxxxx Xxxxxxx Capital Opportunities Trust
Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund
Xxxxxx Xxxxxxx European Equity Fund
Xxxxxx Xxxxxxx Global Advantage Fund
Xxxxxx Xxxxxxx Natural Resource Development Securities
Xxxxxx Xxxxxxx Small-Mid Special Value Fund
Xxxxxx Xxxxxxx Strategist Fund
Xxxxxx Xxxxxxx Alpha F/X Fund
Xxxxxx Xxxxxxx Alpha F/X Plus Fund
Xxxxxx Xxxxxxx Special Value Fund*
*NOTE: DISTRIBUTOR AND XXX XXXXXX FUNDS INC., THE PRINCIPAL UNDERWRITER OF THE
XXX XXXXXX FAMILY OF FUNDS (THE "VK FUNDS"), ARE AFFILIATES. THE XXXXXX XXXXXXX
SPECIAL VALUE FUND IS ESSENTIALLY THE SAME PRODUCT MANAGED BY THE SAME TEAM AS
THE XXX XXXXXX SMALL CAP VALUE FUND CURRENTLY OFFERED. THESE SIMILARLY MANAGED
ELIGIBLE FUNDS MAY HAVE DIFFERENT EXPENSE RATIOS, AS DISCLOSED IN THE RELEVANT
PROSPECTUSES.
DISTRIBUTOR AND XXXXXX XXXXXXX DISTRIBUTION, INC., THE PRINCIPAL UNDERWRITER OF
THE XXXXXX XXXXXXX INSTITUTIONAL FUND TRUST ("MSIF TRUST") PORTFOLIOS, ARE
AFFILIATES. THE XXXXXX XXXXXXX SPECIAL VALUE FUND IS ESSENTIALLY THE SAME
PRODUCT MANAGED BY THE SAME TEAM AS THE MSIF TRUST U.S. SMALL CAP VALUE
PORTFOLIO CURRENTLY OFFERED. THESE SIMILARLY MANAGED ELIGIBLE FUNDS MAY HAVE
DIFFERENT EXPENSE RATIOS, AS DISCLOSED IN THE RELEVANT PROSPECTUSES.
18
SCHEDULE B
ADDRESSES FOR NOTICES
Notices required by the Agreement should be sent as follows:
If to Dealer: ________________________________________
________________________________________
________________________________________
Attn.: _________________________________
Phone: _________________________________
Fax: ___________________________________
If to an Eligible Fund: [Insert Eligible Fund Name]
Attn.: President
C/O General Counsel
Xxxxxx Xxxxxxx Investment Management
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
If to Distributor: Xxxxxx Xxxxxxx Distributors Inc.
Attn.: General Counsel
Xxxxxx Xxxxxxx Investment Management
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
If to the Transfer Agent: Xxxxxx Xxxxxxx Trust
Harborside Financial Xxxxxx
Xxxxx Xxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
MS Data/Paraleg/Agreement Central/Agreement saved by number/Selected
Dealer/9.27.07(3)
19