EXHIBIT 99.8.63
[VIRTUS LOGO] 000 Xxxxx Xxxxxx 800.248.7971 XXXXXX.XXX
Xxxxxxxx, XX 00000
VP Distributors, LLC.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
VIRTUS FUNDS
SALES AGREEMENT
To: OneAmerica Securities, Inc.
Attention:
Address
City, State, Zip Code
VP Distributors, LLC ("VPD", "we", "us", or "our") invites you to participate in
the sale and distribution of shares of registered investment companies for which
we are national distributor or principal underwriter, as listed in Annex A
hereto (which such Annex may be amended by us from time to time in our sole
discretion) (which shall collectively be referred to hereinafter as the
"Funds"). Upon acceptance of this Sales Agreement ("Agreement") by VPD, you may
offer and sell shares of each of the Funds (hereafter "Shares") subject,
however, to the terms and conditions hereof including our right to suspend or
cease the sale of such any such Shares at any time. For the purposes hereof, the
above referenced dealer shall be referred to as "you".
1. You understand and agree that in all sales of Shares by you to the public,
you shall act as dealer for your customers or for your own account. All
purchase orders and applications are subject to acceptance or rejection by
us in our sole discretion and are effective only upon confirmation by us.
Each purchase will be deemed to have been consummated in our principal
office subject to our acceptance and effective only upon confirmation to you
by us.
2. You agree that all purchases of Shares by you shall be made only for the
purpose of covering purchase orders already received from your customers
(who may be any person other than a securities dealer or broker) or for your
own bona-fide investment, each of which will be held in an account for which
you are listed as dealer of record (each, an "Account").
3. You shall offer and sell Shares pursuant to this Agreement for the purpose
of covering purchase orders of your customers, to the extent applicable, (a)
at the current public offering price ("Offering Price") for certain classes
of shares (such as Class A and/or Class T) or (b) at the Net Asset Value for
other classes of shares (such as Class C, Class I, Class IS, Class R and/or
Class R6), each as set forth in, and in accordance with the other provisions
of, the current prospectus of each of the Funds.
4. You shall pay us for Shares purchased on the earlier of the following: (i)
within three (3) business days of the date of our confirmation to you of
such purchase, (ii) within such time-frame as is required by laws, rules and
regulations governing such matters (Applicable Law) or (iii) with respect to
transactions processed through the services and systems of the national
securities clearing corporation (NSCC), within the time-frame mandated by
the rules and procedures of the NSCC. The purchase price in each case shall
be as set forth in the current prospectus at the time the purchase order is
received by us, which is generally expected to be: (a) the Offering Price,
less only the applicable dealer discount (Dealer Discount) for Class A
Shares, if applicable, or (b) the Net Asset Value, less only the applicable
sales commission (Sales Commission) for Class C Shares, if applicable. We
have the right, without notice, to cancel any order for which payment of
good and sufficient funds has not been received by us as provided in this
paragraph, in which case you may be held responsible for any loss suffered
by us resulting from your failure to make payment as aforesaid.
5. You understand and agree that any Dealer Discount, Sales Commission, or fee
is subject to change from time to time without prior notice. Any orders
placed after the effective date of any such change shall be subject to the
Dealer Discount or Sales Commission in effect at the time such order is
received by us.
6. You understand and agree that Shares purchased under this Agreement will not
be delivered until payment of good and sufficient funds has been received by
us. Delivery of Shares will be made by credit to an open shareholder
Account.
7. You understand that we will pay you an amount equal to the Dealer Discount,
Sales Commission or fees on all purchases of Shares hereunder into an
Account for which you are dealer of record. You understand and agree that
the dealer of record for this purpose shall be the dealer through whom such
shareholder most recently purchased Shares of such fund, unless the
shareholder or you have instructed us otherwise. You understand that all
amounts payable to you under this paragraph will be paid as of the end of
the month unless specified otherwise for the total amount of Shares to which
this paragraph is applicable but may be paid more frequently as we may
determine in our discretion. Your request for Dealer Discount or Sales
Commission reclaims, if any, will be considered only if adequate
verification and documentation of the purchase in question is supplied to
us, and the reclaim is requested within three years of the applicable
purchase.
8. You may purchase Shares into Accounts that are omnibus accounts, into
individual beneficial owner accounts that are registered in your own name
for the benefit of your customers, or into individual beneficial owner
Accounts that are "fully disclosed" (meaning that they are registered in the
name, and with the taxpayer identification number, of your customers)
Accounts. We appoint the transfer agent (or identified sub-transfer agent)
for each of the Funds as our agent to execute the purchase transaction of
Shares and to confirm such purchases to you, or to your customers on your
behalf, and irrespective of the means of registering such Accounts, you
guarantee the legal capacity of each of your customers so purchasing such
Shares. Whatever means of Account registration you elect, you understand and
agree that if a customer's Account is established without the customer
signing the application form, you will be deemed to have made a
representation hereunder, and you do hereby make such representation with
respect to each such Account, that the instructions relating to the
registration and shareholder options selected (whether on the application
form, in some other document or orally) with respect to each Account are in
accordance with the customer's instructions and you hereby agree to
indemnify the Funds, the transfer agent (or identified sub-transfer agent)
and us for any loss, damage, claim, expense, or liability resulting from
acting upon such instructions and/or otherwise from a breach of such
representation.
9. In the event that you designate that certain Shares to be purchased into an
Account are being purchased under a letter of intent (a "Letter of Intent"),
as to which a lesser sales load is applied due to the Letter of Intent, you
acknowledge that you will receive a reduced Dealer Discount with respect to
any Letter of Intent that is satisfied. You further acknowledge and agree,
as set forth in our standard Letter of Intent, that if your customer fails
to satisfy such Letter of Intent within the specified time, that they will
be given the choice of either buying enough shares to fulfill the Letter of
Intent or paying the difference between any sales charge previously paid and
the otherwise applicable sales charge based on the intended aggregate
purchases described in the Letter of Intent. If, after the requisite
election period, your customer does not make an election, we will
automatically redeem the number of the restricted shares needed to make up
the deficiency in sales charges received.
10. Unless you specifically identify to us other holdings for a given customer
in a given Fund at the time of transmitting a purchase order, we may
consider that your customer (the investor or beneficial owner in each case),
owns no other Shares in that Fund or Funds, and may further assume that such
investor is not entitled to any lower sales charge than that accorded to a
single transaction in the amount of the purchase order, as set forth in the
current prospectus.
11. You understand and agree that if any Shares purchased by you under the terms
of this Agreement are redeemed within seven (7) business days after the date
of our confirmation to you of the original purchase order for such Shares,
you shall forfeit the right to, and shall promptly pay over to us the amount
of, any Dealer Discount or Sales Commission allowed to you with respect to
such Shares. We will notify you of such redemption within ten (10) days of
the date upon which the holder of Shares held in a shareholder open Account
places or causes to be placed with us or with such fund an order to have
such shares redeemed.
12. You understand and agree that our obligations to you under this Agreement
are subject to all the provisions of the respective
underwriting/distribution agreements entered into between us and each of the
Funds. You understand and agree that in performing your services under this
Agreement you are acting in the capacity of an independent contractor, and
we are in no way responsible for the manner of your performance or for any
of your acts or
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omissions in connection therewith. Nothing in this Agreement shall be
construed to constitute you or any of your agents, employees, or
representatives as our agent, partner or employee, or the agent, partner of
employee of any of the Funds.
In connection with the sale and distribution of Shares, you agree to
indemnify and hold us and our affiliates, employees, and/or officers
harmless from any damage or expense as a result of (a) the negligence,
misconduct or wrongful act by you or any employee, representative, or agent
of yours, (b) any actual or alleged violation of any applicable law by you
or any employee, representative, or agent of yours, (c) your breach of any
representation, warranty, or covenant hereunder, and/or (d) our reliance on
any instruction provided by you hereunder. Any indebtedness or obligation of
yours to us whether arising hereunder or otherwise, and any liabilities
incurred or moneys paid by us to any person as a result of any
misrepresentation, wrongful or unauthorized act or omission, negligence of,
or failure of you or your employees, representatives or agents to comply
with this Agreement, shall be set off against any compensation payable under
this Agreement. Any differential between such expenses and compensation
payable hereunder shall be payable to us upon demand. The provisions of this
Section 12 shall survive, and shall remain in full force and effect,
notwithstanding any termination of this Agreement.
In connection with the sale and distribution of shares of Shares, we agree
to indemnify and hold you harmless from any damage or expense (i) on account
of the gross negligence, willful misconduct, or wrongful act by us or by any
employee of ours, (ii) which arises out of or is based upon any untrue
statement or alleged untrue statement of material fact, or the omission or
alleged omission of a material fact in: (a) any registration statement,
including any prospectus or any post-effective amendment thereto; or (b) any
material prepared and/or supplied by us for use in conjunction with the
offer or sale of Virtus Funds; or (c) any state registration or other
document filed in any state or jurisdiction in order to qualify any Fund
under the securities laws of such state or jurisdiction. The terms of this
provision shall not be impaired by the termination of this Agreement.
13. We will supply you with reasonable quantities of the current prospectus,
periodic reports to shareholders, and sales materials for each of the Funds.
You agree not to use any other advertising or sales material relating to the
sale of shares of any of the Funds unless other advertising or sales
material is (i) pre-approved in writing by us and (ii) we have, to the
extent that filing of such material is required under applicable law,
mutually agreed in writing as to the filing any such material.
14. You agree, or covenant, to offer and sell Shares only in accordance with the
terms and conditions of the then current prospectus of each of the Shares
and subject to the provisions of this Agreement, and you will make no
representations regarding the Shares, or their offer and sale, not contained
in any such prospectus or any authorized supplemental sales material
supplied by us. You agree to use your best efforts in the development and
promotion of sales of the Shares covered by this Agreement, and agree to be
responsible for the proper instruction, training and supervision of all
sales representatives employed by you in order that such Shares will be
offered in accordance with the terms and conditions of this Agreement and
all applicable laws, rules and regulations. All expenses incurred by you in
connection with your activities under this Agreement shall be borne by you.
In consideration for the extension of the right to exercise telephone
exchange and redemption privileges to you and your registered
representatives, you agree to bear the risk of any loss resulting from any
unauthorized telephone exchange or redemption instructions from you or your
registered representatives.
15. You represent that you are either properly registered as a broker or dealer
under the Securities and Exchange Act of 1934 or exempt from such
registration, and you are either a member of the Financial Industry
Regulatory Authority, Inc. (FINRA) or not eligible for membership with
FINRA; and if you are a bank, you represent that you are a member of all
applicable self-regulatory organizations. You agree to notify us promptly of
any change, termination or suspension of your status(es) as referenced in
the foregoing sentence. You agree to abide by all the rules and regulations
of FINRA and NASD Rules, including NASD Conduct Rule 2830, which is
incorporated herein by reference as if set forth in full. You further agree
to comply with all applicable state and federal laws and the rules and
regulations of applicable regulatory agencies. You further agree that you
will not sell, or offer for sale, Shares in any jurisdiction in which such
Shares have not been duly registered or qualified for sale. You agree to
promptly notify us with respect to (a) the initiation and disposition of any
formal disciplinary action by the FINRA or any other agency or
instrumentality having jurisdiction over your or any of your employees or
agents with respect to the subject matter hereof; (b) the issuance of any
form of deficiency notice by the FINRA or any such agency regarding your
training, supervision or sales practices; and (c) the effectuation of any
consensual order with respect thereto.
15.1 Patriot Act. You shall employ policies and procedures designed to
comply with the rules and regulations promulgated from time to time
by the Office of Foreign Asset Control (including transactions
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involving embargoed countries or Specifically Designated Nationals
and Blocked Persons) and all other applicable money laundering
restrictions, including, without limitation, such restrictions as may
be adopted pursuant to the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA Patriot Act) of 2001 with respect to similarly
situated financial institutions as VPD. You agree that you will
perform the Customer Identification Program requirements of the USA
Patriot Act, as applicable, with respect to all beneficial owners of
all Accounts established, and transactions made, pursuant to this
Agreement.
15.2 Xxxxxxxx-Xxxxx Act. You agree to cooperate with VPD and will
facilitate the filing by VPD, each underlying registered investment
companies (collectively, the "Funds") and/or their respective
officers and auditors of any and all certifications or attestations
as required by the Xxxxxxxx-Xxxxx Act of 2002, including, without
limitation, furnishing such sub-certifications from your relevant
officers with respect to the services performed by you under this
Agreement as reasonably requested from time to time.
15.3 Rule 38a-1. Upon reasonable request, you agree to provide your
written policies and procedures to the Funds' chief compliance
officer for review and the Funds' board of trustees' approval to
assist our compliance with Rule 38a-1 under the Investment Company
Act of 1940, as amended. You further agree to cooperate with VPD in
its review of such written policies and procedures, including,
without limitation, furnishing such certifications and
sub-certifications as VPD shall reasonably request from time to time.
You agree that you shall promptly notify VPD and Funds in the event
that a "material compliance matter" (as such term is defined pursuant
to Rule 38a-1 under the 0000 Xxx) arises with respect the services
you provide under this Agreement.
15.4 Late Trading. You will accept no orders for the purchase and
redemption of Fund shares after 4:00 p.m. Eastern time on any
Business Day. For the purposes hereof, a "Business Day" shall mean
any day on which the New York Stock Exchange is open for trading and
on which a Fund calculates its net asset value pursuant to the rules
of the Securities and Exchange Commission (hereinafter, the "SEC"),
as amended from time to time, subject to such terms and conditions as
may be set forth in the registration statements for the Funds as
filed with the SEC, as the same shall be amended from time to time.
15.5 Market Timing. VPD may refuse to sell shares of any Fund (or series
thereof) to any person, or suspend or terminate the offering of
shares of any Fund (or series thereof), if such action is required by
law or by regulatory authorities having jurisdiction with respect to
VPD or Fund, as the case may be, or is, in the reasonable discretion
of VPD, reasonably necessary in order to protect the best interests
of its investors. You shall establish and maintain policies and
procedures reasonably designed to detect, monitor and deter
(including, without limitation, rejecting specific purchase orders)
account owners (or their agents) whose purchase and redemption
activity follows a market timing pattern, and to take such other
actions as you deem necessary to discourage or reduce market timing
activity. For the purposes hereof, "market timing activity" shall
mean and refer to any discernable pattern of excessive trading in and
out of a Fund (or series thereof) by one or more account owners (or
their agents), including, without limitation, any purchase and sale
(round trip) in and out of a single series of a Fund within any
thirty day period. The parties acknowledge that, if necessary, such
policies and procedures may include the identification of account
owners engaged in such market timing activity and the imposition of
restrictions on their requests to purchase or exchange Fund shares.
You shall provide reasonable reports regarding your implementation
and enforcement of such restrictions on purchase and redemption
activity that follows a market-timing pattern upon request.
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16. Shareholder Information and SEC Rule 22c-2. If trading as an intermediary
(an "Intermediary" for purposes of this Section 16, meaning a broker,
dealer, bank or other entity that holds securities of record issued by the
Funds in an Account registered in nominee name, in an omnibus Account, in an
Account registered in your name for the benefit of your customers; and in
the case of a participant-directed employee benefit plan that owns
securities issued by the Funds, a retirement plan administrator under ERISA
or any entity that maintains the plan's participant records) you hereby
agree as follows:
16.1 Agreement to Provide Information. Intermediary agrees to provide the
Funds, upon written request, the taxpayer information number ("TIN"),
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 the Shareholder(s) or account (if known), and
transaction type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer, or exchange of Fund shares held
through an account maintained by the Intermediary during the period
covered by the request.
16.1.1 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. The Fund 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 the Fund for the purposes of eliminating or reducing any dilution
of the value of the outstanding shares issued by the Fund. If
requested by the Fund, Intermediary agrees to provide the
information specified in 16.1 for each trading day.
16.1.2 Form and Timing of Response. Intermediary agrees to transmit the
requested information that is on its books and records to the Funds
or its designee promptly, but in any event not later than 10 business
days, after receipt of a request. If the requested information is not
on the Intermediary's books and records, Intermediary agrees to use
reasonable efforts to: (i) promptly obtain and transmit the requested
information; (ii) obtain assurances from the accountholder that the
requested information will be provided directly to the Fund Agent
promptly; or (iii) if directed by the Fund Agent, block further
purchases of Fund shares from such accountholder. In such instance,
Intermediary agrees to inform the Fund Agent whether it plans to
perform (i), (ii) or (iii). Responses required by this paragraph must
be communicated in writing and in format mutually agreed upon by the
parties. To the extent practicable, the format for any transaction
information provided to the Fund Agent should be consistent with the
NSCC Standardized Data Reporting Format.
16.1.3 Limitations on Use of Information. The Fund Agent agrees not to use
the information received for marketing or any other similar purpose
without the prior written consent of the Intermediary.
16.2. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund Agent to restrict or prohibit further
purchases or exchanges of Fund shares by a Shareholder that has been
identified by the Fund Agent as having engaged in transactions of the
Funds' shares (directly or indirectly through the Intermediary's
account) that violate policies established by the Funds for the
purposes of eliminating or reducing any dilution of the value of the
outstanding shares issued by the Funds.
16.2.1 Form of Instructions. Instructions must include the TIN, if known,
and the specific restriction(s) to be executed. If the TIN is not
known, the instructions must include any equivalent identifying
number of the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
16.2.2 Timing of Response. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five business days
after receipt of the instructions by the Intermediary.
16.2.3 Confirmation by Intermediary. Intermediary must provide written
confirmation to the Fund Agent that instructions have been executed.
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the
instructions have been executed.
16.3 Definitions. For purposes of this paragraph:
16.3.1 The term "Funds" includes the fund's principal underwriter and
transfer agent. The term not does include any "excepted funds" as
defined in SEC Rule 22c-2(b) under the Investment Company Act of
1940.
16.3.2 The term "Shares" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Fund under the
Investment Company Act of 1940 that are held by the Intermediary.
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16.3.3 The term "Shareholder" means the beneficial owner of Shares, whether
the Shares are held directly or by the Intermediary in nominee name
or, if applicable, the Plan participant notwithstanding that the Plan
may be deemed to be the beneficial owner of Shares.
17. Either party may terminate this Agreement for any reason by written or
electronic notice to the other party which termination shall become
effective fifteen (15) days after the date of mailing or electronically
transmitting such notice to the other party. We may also terminate this
Agreement for cause or as a result of a violation by you, as determined by
us in our discretion, of any of the provisions of this Agreement, said
termination to be effective on the date of mailing written or electronic
notice to you of the same. Without limiting the generality of the foregoing,
your own expulsion from the FINRA will automatically terminate this
Agreement without notice. Your suspension from the FINRA or violation of
applicable state or Federal laws or rules and regulations of applicable
regulatory agencies will terminate this Agreement effective upon the date of
our mailing written notice or transmitting electronic notice to you of such
termination. Our failure to terminate this Agreement for any cause shall not
constitute a waiver of our right to so terminate at a later date.
18. All communications and notices to you or us shall be sent to the addresses
set forth at the beginning of this Agreement or to such other address as may
be specified in writing from time to time.
19. VPD agrees to comply with all laws, rules, regulations, and ordinances
relating to privacy, confidentiality, security, data security, and the
handling of customer information which may from time to time be established.
VPD agrees not to disclose or use any consumer nonpublic personal
information (including nonpublic personal financial information and
nonpublic personal health information), which may be supplied by you to VPD
in performance under this Agreement other than to: a) carry out the purpose
for which the information was provided; and b) to use or disclose the
information as otherwise permitted or required by law. You agree to comply
with all laws, rules, regulations, and ordinances relating to privacy,
confidentiality, security, data security, and the handling of customer
information which may from time to time be established. You agree not to
disclose or use any consumer nonpublic personal information (including
nonpublic personal financial information and nonpublic personal health
information), which may be supplied by VPD to you in performance under this
Agreement other than to: a) carry out the purpose for which the information
was provided; and b) to use or disclose the information as otherwise
permitted or required by law. This provision will survive, and continue in
full force and effect after, the termination of this Agreement.
20. This Agreement shall become effective upon the date of its acceptance by us
as set forth herein. This Agreement may be amended by VPD from time to time
by sending a copy of the amendment to you. In the event that fail to object
to the terms of such amendment within thirty (30) days of the receipt
thereof, or in the event that you place a transaction in an Account or open
an new Account after receipt of any such amendment, the terms of such
amendment shall be deemed to be binding and enforceable by you. This
Agreement and all rights and obligations of the parties hereunder shall be
governed by and construed under the laws of the State of Connecticut. This
Agreement is not assignable or transferable, except that we may assign or
transfer this Agreement to any successor distributor of the Shares described
herein.
ACCEPTED ON BEHALF OF ACCEPTED ON BEHALF OF
VP DISTRIBUTORS, LLC
---------------------------------------
OneAmerica Securities, Inc.
Date 6/8/17 Date 5/22/17
-------------------------- --------------------------
By /s/ Xxxxx Xxxxxxxxx By /s/ Xxxxxxx X Xxxxxxxxx
-------------------------- --------------------------
Name Xxxxx Xxxxxxxxx Print Name Xxxxxxx X Xxxxxxxxx
-------------------------- --------------------------
Title President Print Title President
-------------------------- --------------------------
FINRA CRD Number 4173
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VPD 80(3/17)
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