Exhibit (e)(2)
FORM OF AGENCY SELLING AGREEMENT
Dear Sirs:
As the principal underwriter of shares of certain registered
investment companies presently or hereafter managed, advised or administered by
TD Waterhouse Asset Management, Inc., shares of which companies are distributed
by us at their respective net asset values plus sales charges as applicable,
pursuant to our Distribution Agreements with such companies (the "Funds"), we
invite you to participate as a non-exclusive agent in the distribution of shares
of any and all of the Funds upon the following terms and conditions:
1. You are to offer and sell such shares only at the public offering prices
that shall be currently in effect, in accordance with the terms of the
then current prospectuses and statements of additional information of the
Funds subject in each case to the delivery prior to or at the time of
such sales of the then current prospectus. You agree to act only as agent
in such transactions and nothing in this Agreement shall constitute
either of us the agent of the other or shall constitute you or the Fund
the agent of the other. In all transactions in these shares between you
and us, we are acting as agent for the Fund and not as principal. All
orders are subject to acceptance by us and become effective only upon
confirmation by us. We reserve the right in our sole discretion to reject
any order. The minimum dollar purchase of shares of the Funds shall be
the applicable minimum amounts described in the then current prospectuses
and statements of additional information and no order for less than such
amounts will be accepted.
2. On each purchase of shares by you from us, the total sales charges and
discount to selected dealer, if any, shall be as stated in each Fund's
then current prospectus.
Such sales charges and discount to selected dealers are subject to
reductions under a variety of circumstances as described in each Fund's
then current prospectus and statement of additional information. To
obtain these reductions, we must be notified when the sale takes place
which would qualify for the reduced charge.
There is no sales charge or discount to selected dealers on the
reinvestment of any dividends or distributions.
3. All purchases of shares of a Fund made under any cumulative purchase
privilege as set forth in a Fund's then current effective Prospectus
shall be considered an individual transaction for the purpose of
determining the concession from the public offering price to which you
are entitled as set forth in paragraph 2 hereof.
4. As an authorized agent to sell shares of the Fund, you agree to purchase
shares of the Funds only through us or from your customers. Purchases
through us shall be made only for your own investment purposes or for the
purpose of covering purchase orders already received
from your customers, and we agree that we will not place orders for the
purchase of shares from a Fund except to cover purchase orders already
received by us. Purchases from your customers shall be at a price not
less than the net asset value quoted by each such Fund at the time of
such purchase. Nothing herein contained shall prevent you from selling
any shares of a Fund for the account of a record holder to us or to such
Fund at the net asset value quoted by us and charging your customer a
fair commission for handling the transaction.
5. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
6. You agree to sell shares of the Funds only (a) to your customers at the
public offering prices then in effect or (b) to us as agent for the Funds
or to each such Fund itself at the redemption price, as described in each
Fund's then current effective Prospectus.
7. Settlement shall be made promptly, but in no case later than the time
customary for such payments after our acceptance of the order or, if so
specified by you, we will make delivery by draft on you, the amount of
which draft you agree to pay on presentation to you. If payment is not so
received or made, the right is reserved forthwith to cancel the sale or
at our option to resell the shares to the applicable Fund, at the then
prevailing net asset value in which latter case you agree to be
responsible for any loss resulting to such Fund or to us from your
failure to make payment as aforesaid.
8. If any shares sold to you under the terms of this Agreement are
repurchased by a Fund or by us as agent, or purchased for the account of
that Fund or tendered to that Fund for purchase at liquidating value
under the terms of the Articles of Incorporation or other document
governing such Fund within seven (7) business days after the date of
confirmation to you of your original purchase order therefor, you agree
to pay forthwith to us the full amount of the concession allowed to you
on the original sale and we agree to pay such amount to the Fund when
received by us. We shall notify you of such repurchase within ten (10)
days of the effective date of such repurchase.
9. All sales will be subject to receipt of shares by us from the Funds. We
reserve the right in our discretion, without notice to you, to suspend
sales or withdraw the offering of shares entirely, or to modify or cancel
this Agreement.
10. No person is authorized to make any representations concerning the Funds
or shares of the Funds except those contained in each Fund's then current
effective Prospectus or Statement of Additional Information and any such
information as may be released by a Fund as information supplemental to
such Prospectus or Statement of Additional Information. In purchasing
shares through us you shall rely solely on the representations contained
in each Fund's then current effective Prospectus or Statement of
Additional Information and above-mentioned supplemental information.
11. Additional copies of each such Prospectus or Statement of Additional
Information and any printed information issued as supplemental to each
such Prospectus or Statement of
Additional Information will be supplied by us to you and your selling
agents in reasonable quantities upon request.
12. We, our affiliates and the Funds shall not be liable for any losses,
expenses, damages, costs or other claims arising out of any redemption or
exchange pursuant to telephone instructions from any person, or our
refusal to execute such instructions for any reason.
13. All notices or other communications hereunder to either party shall be in
writing and shall be deemed sufficient if mailed to such party at the
address of such party set forth on page 4 of this Agreement or at such
other address as such party may be designated by written notice to the
other, or by telex, telecopier, telegram or similar means of same day
delivery (with a confirming copy by mail as provided herein).
14. This Agreement may be terminated upon written notice by either party at
any time, and shall automatically terminate upon its attempted assignment
by you, whether by operation of law or otherwise, or by us otherwise than
by operation of law.
15. By accepting this Agreement, you represent that you are registered as a
broker-dealer under the Securities Exchange Act of 1934, are qualified to
act as a broker or dealer in the states or other jurisdictions where you
transact business, and are a member in good standing of the National
Association of Securities Dealers, Inc., and you agree that you will
maintain such registrations, qualifications, and membership in good
standing and in full force and effect throughout the term of this
Agreement. You further 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 the Constitution, By-Laws
and Conduct Rules of the National Association of Securities Dealers,
Inc., and that you will not offer or sell shares of the Funds in any
state or jurisdiction where they may not lawfully be offered and/or sold.
If you are offering and selling shares of the Funds in jurisdictions
outside the several states, territories, and possessions of the United
States and are not otherwise required to be registered, qualified, or a
member of the National Association of Securities Dealers, Inc., as set
forth above you, you nevertheless agree 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 your business in
accordance with the spirit of the Conduct Rules of the National
Association of Securities Dealers, Inc. You agree to indemnify and hold
the Funds, their investment advisor, and us harmless from loss or damage
resulting from any failure on your part to comply with applicable laws.
16. You agree to maintain records of all sales of shares made through you and
to furnish us with copies of each record on request.
17. This Agreement and all amendments to this Agreement shall take effect
with respect to and on the date of any orders placed by you after the
date set forth below or, as applicable, after the date of the notice of
amendment sent to you by the undersigned.
18. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and shall be binding upon both parties
hereto when signed and accepted by you in the space provided below.
FOR: FUNDS DISTRIBUTOR, INC.
00 XXXXX XXXXXX, XXXXX 0000
XXXXXX, XX 00000
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By: Date
FOR:
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