FIRST FUND DISTRIBUTORS, INC.
SALES AGREEMENT
From:
To: First Fund Distributors, Inc.
Ladies and Gentlemen:
We desire to enter into an agreement with you for the sale and
distribution of the shares of each open-end investment company (or class or
series thereof having a separate portfolio) for which you act as principal
underwriter. Each such investment company (or such a class or series) is
hereafter referred to as a "Fund". A list of Funds at the present time is
attached hereto as Appendix A. Upon acceptance of this Agreement by you, we
understand that we may offer and sell shares of each of the Funds (whether or
not listed in appendix A), subject, however, to all of the terms and
conditions hereof and to your right, without notice, to suspend and terminate
the sale of the shares of any one or more of the Funds.
1. We understand that the shares of each Fund will be offered and sold at
the current offering price in effect at the time the order for such
shares is confirmed and accepted by you. All purchase requests and
applications submitted by us are subject to acceptance or rejection in
your sole discretion, and, if accepted, each purchase will be deemed to
have been consummated at your office.
2. We certify that (a) we are a member of the National Association of
Securities Dealers, Inc. ("NASD")and agree to maintain membership in the
NASD, or (b) we are a foreign dealer not eligible for membership in the
NASD, or (c) we are not a "non-member broker or dealer" as defined in
the Rules of Conduct of the NASD. In any case, we agree to abide by all
the rules and regulations of the Securities and Exchange Commission and
the NASD that are binding upon underwriters and dealers in the
distribution of securities of open-end investment companies, including,
without limitation, Rule 2830 of the NASD Rules of Conduct, all of which
are incorporated herein as if set forth in full. We further agree to
comply with all applicable state and federal laws and the rules and
regulations of authorized regulatory agencies. We agree that we will
sell or offer for sale shares of each Fund in only those states or
jurisdictions whose laws permit the sale in question, whether or not
such permission is dependent on registration or qualification of a Fund
or its shares under such law.
3. We will offer and sell the shares of each Fund only in accordance with
the terms and conditions set forth in the then current Prospectus
relating to the Fund (which term "Prospectus" used herein shall include
any related statement of additional information), and we will make no
representations not included in said Prospectus or in any supplemental
sales material authorized and supplied by you. We will use our best
efforts in the development and promotion of sales of shares of each Fund
and agree to be responsible for the proper instruction and training of
all sales personnel employed by or associated with us, 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. We
agree to hold you and/or each Fund harmless and indemnify you and/or
each Fund in the event that we, or any of our sales representatives
should violate any law, rule or regulation, or any provisions of this
Agreement, which violation may result in liability to you and/or any
Funds; and in the event that you and/or any Fund determine to refund any
amounts paid by any investor by reason of any such violation on our
part, we shall return to you and/or that Fund any commission previously
paid or discounts allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection
with our activities under this Agreement shall be borne by us.
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4. We understand and agree that the sales charge and dealer commission
relative to any sales of shares of a Fund made by us will be in an
amount as set forth in the then current Prospectus relating to the Fund
or in separate written notice to us.
5. Payment for purchases of shares of each Fund made by wire order from us
shall be made to you or for your account and received by you within
three business days after the acceptance of our order or such shorter
time as may be required by law. If such payment is not received by you,
we understand that you reserve the right, without notice, to cancel the
sale, or, at your option, to sell the shares ordered by us back to the
applicable Fund, in which latter case we may be held responsible for any
loss, including loss of profit, suffered by you and/or the Fund,
resulting from our failure to make the aforesaid payment. Where sales of
the shares of the Fund are contingent upon the receipt of payment
therefor, we will forward promptly to you any purchase orders and/or
payments received by us from investors.
6. We agree to purchase shares only from you or from our customers. If we
purchase shares from you, we agree that all such purchases shall be made
only to cover orders received by us from our customers, or for our own
bona fide investment. If we purchase shares from our customers, we agree
to pay such customers not less than the redemption price as established
by the then applicable current Prospectus.
7. Unless at the time of transmitting an order we advise you to the
contrary, you may consider the order to be the total holding of an
investor and assume that the investor is not entitled to any reduction
in sales price beyond that accorded to the amount of the purchase as
determined by the schedule set forth in the then applicable current
Prospectus.
8. We understand and agree that if any shares sold by us under the terms of
this Agreement are redeemed by a Fund or are repurchased by you as agent
for that Fund or are tendered to that Fund for redemption within seven
business days after the confirmation to us of our purchase order for
such shares, we will promptly refund to you the full amount of the
commission allowed to us on the original sale.
9. Your obligations to us under this Agreement are subject to all the
provisions of any agreement entered in to between you and the applicable
Fund (or investment company of which a Fund is a class or series). We
understand and agree that in performing our services covered by this
Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement shall be construed to
constitute us or any of our agents, employees or representatives as your
agent, partner or employee, or the agent or employee of a Fund.
10. We may terminate this Agreement by notice in writing to you, which
termination shall become effective thirty days after the date of mailing
to you. We agree that you have and reserve the right, in your sole
discretion without notice, to suspend sales of shares of any of the
Funds, or to withdraw entirely the offering of shares of any of the
Funds, or, in your sole discretion, to modify, amend or cancel this
Agreement upon written notice to us of such modification, amendment or
cancellation, which shall be effective on the date stated in such
notice. Without limiting the foregoing, you may terminate this Agreement
for cause on violation by us of any of the provisions of this Agreement,
said termination to become effective on the date of mailing notice to us
of such termination. Without limiting the foregoing, any provision
hereof to the contrary notwithstanding, our expulsion from the NASD will
automatically terminate this Agreement without notice; our suspension
from NASD or violation of applicable state or federal laws or rules or
regulations of authorized regulatory agencies will terminate this
Agreement effective upon the date of your mailing notice to us of such
termination. Your failure to terminate for any cause shall not
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constitute a waiver of your right to terminate at a later date for any
such cause. All notices hereunder shall be to the respective parties at
the address listed hereon, unless changed by notice given in accordance
with this Agreement.
11. This Agreement shall become effective as of the date it is executed and
dated by you below. This Agreement may not be assigned or transferred;
provided, however, that you may assign or transfer this Agreement to any
successor firm or distributor of any of the Funds.
12. To the extent that state law has not been preempted by the provisions of
any law of the United States heretofore or hereafter enacted, as the
same may be amended from time to time, this Agreement shall be construed
and enforced in accordance with the laws of the State of Arizona.
____________________________________________
Dealer Firm
____________________________________________
Street Address
____________________________________________
City State ZIP
____________________________________________
Area Code Telephone Number
____________________________________________
Authorized Signature Date
____________________________________________
Name and Title
Accepted:
FIRST FUND DISTRIBUTORS, INC.
_______________________________________
Authorized Signature Date
_______________________________________
Name and Title
RETURN SIGNED AGREEMENTS TO:
FIRST FUND DISTRIBUTORS, INC.
0000 XXXX XXXXXXXXX XX., XXX. 000X
XXXXXXX, XX 00000
ATTN: XXXX XXXXXXX
A FULLY EXECUTED ORIGINAL WILL BE RETURNED FOR YOUR RECORDS.
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NSCC NETWORKING BILATERAL AGREEMENT
Agreement made this of __________ 2001, by First Fund Distributors, Inc., a
Delaware corporation and __________________________________________ (the
"Broker"), an entity that engages in the purchase and sale of shares of the
Funds listed on Appendix A. (The "Funds").
The undersigned agrees to comply with the NSCC rules and procedures as stated
in NETWORKING AGREEMENT (the "Agreement") issued in the ICI Memorandum dated
April 23, 1993.
First Fund Distributors, Inc. ______________________________________
FIRM NAME OF BROKER/DEALER
______________________________________ ______________________________________
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
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