FORM OF
SELLING AGREEMENT
The Winsbury Company Limited Partnership
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Ladies and Gentlemen:
This will confirm the agreement between the undersigned (the "Distributor")
as Distributor of each of the portfolios (each, a "Fund," collectively the
"Funds") of Pacific Capital Funds and you ("Selling Agent") concerning the
provision of sales support assistance relating to the Funds, of which we are the
principal underwriter as defined in the Investment Company Act of 1940 (the
"1940 Act") and the exclusive agent for the continuous distribution of said
shares.
The terms and conditions of this Selling Agreement are as follows:
Section 1. You agree to provide reasonable sales support assistance in
connection with the sale of Fund Shares to your customers ("Customers"), which
assistance may include forwarding sales literature and advertising provided by
the Funds or by us to Customers and providing such other sales support
assistance as may be requested by us from time to time. All services rendered
hereunder by you shall be performed in a professional, competent and timely
manner.
Section 2. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the sales support
services contemplated hereby.
Section 3. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us, or the Funds except those
contained in the Funds' applicable then current prospectuses and statements of
additional information, as amended or supplemented from time to time, copies of
which will be supplied by us to you, or in such supplemental literature or
advertising as may be authorized by us or the Funds in writing.
Section 4. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us or the
Funds in any matter or in any respect, except as provided herein. By your
written acceptance of this Agreement, you agree to and do release, indemnify and
hold us and the Fund harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of Fund shares (or orders relating
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to the same) by or on behalf of Customers. You and your employees will, upon
request, be available during normal business hours to consult with us or the
Funds or our respective designees concerning the performance of your
responsibilities under this Agreement.
Section 5. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payment therefor, a
fee as described in the applicable them current prospectuses. The fees payable
under this Section 5 shall be used primarily for sales support services
provided, and related expenses incurred, by you. By your acceptance of this
Agreement, you agree to and do waive such portion of any fee payable to you
hereunder to the extent necessary to assure that such fee and other expenses
required to be accrued hereunder with respect to the Fund shares owned by or on
behalf of Customers on any day does not exceed the income to be accrued by the
Fund to such shares on that day. The fee rate payable to you may be
prospectively increased or decreased by us or by the Funds in our or in its sole
discretion, at any time upon notice to you. Further, we or the Fund may, in our
or its discretion and without notice, suspend or withdraw the sale of Fund
shares of any or all Funds for the account of any Customer or Customers.
Section 6. You agree to provide to us and the Funds, at least quarterly, a
written report of amounts expended by you in connection with the provision of
sales support services hereunder and the purposes for which such expenditures
were made. In addition, you will furnish us or the Funds or our respective
designees with such information as we or they may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Customers of the services described herein), and will otherwise cooperate with
us and the Funds and our respective designees (including, without limitation,
any auditors or legal counsel designated by us or the Funds), in connection with
the preparation of reports to the Funds' Board of Directors concerning this
Agreement and the monies paid or payable by us pursuant hereto, as well as any
other reports or filings that may be required by law.
Section 7. We may enter into other similar Agreements with any other person
or persons without your consent.
Section 8. By your written acceptance of this Agreement, you represent,
warrant and agree that the compensation payable to you hereunder, together with
any other compensation you receive in connection with the investment of your
Customers' assets in shares of the Funds, will be disclosed by you to your
Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not be excessive or unreasonable under the
laws and instruments governing your relationships with Customers. By your
written acceptance of this Agreement, you represent and warrant that: (i) in the
event an issue pertaining to this Agreement or the Distribution Plan related
hereto is submitted for shareholder approval, and you have the authority to do
so, you will vote any shares held for your own account in the same proportion as
the vote of the shares held for your Customers' benefit; and (ii) you will not
engage in activities pursuant to this Agreement which constitute acting as a
broker or dealer under state law unless you have obtained any licenses required
by such law. In addition, you
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understand that this Agreement has been entered into pursuant to Rule 12b-1
under the Act, and is subject to the provisions of said rule, as well as any
other applicable rules or regulations promulgated by the Securities and Exchange
Commission.
Section 9. You agree to conform to compliance standards adopted by the Fund
or its distributor as to when a class of shares in a Fund may be appropriately
sold to particular investors.
Section 10. We recognize that you may be subject to the provisions of the
Xxxxx-Xxxxxxxx Act and other laws governing, among other things, the conduct of
activities by federally chartered and supervised banks and other banking
organizations. As such, you may be restricted in the activities you may
undertake and for which you may be paid. You will perform only those activities
which are consistent with statutes and regulations applicable to you. You will
act solely as agent for, upon the order of, and for the account of your
customers.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee and continues
in effect until terminated. This Agreement is terminable, without penalty, at
any time by the Funds (which termination may be by a vote of a majority of the
disinterested Directors of the Funds or by vote of the holders of a majority of
the outstanding shares of such Funds) or by us or you upon notice to the other
party hereto.
Section 12. All notices and other communications to either you or us will
be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a conforming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the laws of
the Commonwealth of Massachusetts without giving effect to principles of
conflict of laws, and is nonassignable by the parties hereto.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of letter where indicated below and promptly return it to us,
at the following address:
Very truly yours,
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By: The Winsbury Corporation
General Partnership
Date: ____________________ By: ____________________
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Name: ____________________
Title: ___________________
Accepted and Agreed to:
SELLING AGENT
_______________________________
(Firm Name)
_______________________________
(Address)
_______________________________
(City)(State)(County)
Fax: #_________________________
Attention:_____________________
Date:____________________ By:____________________________
Name:__________________________
Title:_________________________
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