3
DEALER SALES CONTRACT
Between: XXXXXX MUTUAL FUNDS CORP. and
General Distributor of
The Xxxxxx Family of Mutual Funds
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
As general distributor of The Xxxxxx Family of Mutual Funds (the
"Funds"), we agree to sell you shares of beneficial interest
issued by the Funds (the "Shares"), subject to any limitations
imposed by any of the Funds and to confirmation by us in each
instance of such sales. By your acceptance hereof, you agree to
all of the following terms and conditions:
1. OFFERING PRICE AND FEES
The public offering price at which you may offer the Shares is
the net asset value thereof, as computed from time to time, plus
any applicable sales charge described in the then-current
Prospectus of the applicable Fund. As compensation for each sale
of Shares made by you, you will be allowed the dealer discount if
any, on such Shares described in the then-current Prospectus of
the Fund whose Shares are sold. We reserve the right to revise
the dealer discount referred to herein upon ten days' written
notice to you. We will furnish you upon request with the public
offering prices for the Shares, and you agree to quote such
prices in connection with any Shares offered by you for sale.
Your attention is specifically called to the fact that each sale
is always made subject to confirmation by us at the public
offering price next computed after receipt of the order. There
is no sales charge or dealer discount to dealers on the
reinvestment of dividends and distributions.
In addition to the dealer discount, if any, allowed pursuant to
the foregoing provisions of this Section 1, we may, at our
expense, provide additional promotional incentives or payments to
dealers. If non-cash concessions are provided, each dealer
earning such a concession may elect to receive an amount in cash
equivalent to the cost of providing such concessions. Notice of
the availability of concessions will be given to you by us. All
dealer discounts, promotional incentives, payments and
concessions will be made by us in accordance with National
Association of Securities Dealers, Inc. ("NASD") guidelines and
rules.
2. MANNER OF OFFERING,
SELLING AND PURCHASING SHARES
We have delivered to you a copy of each Fund's current Prospectus
and will provide you with such number of copies of each Fund's
Prospectus, Statement of Additional Information and shareholder
reports and of supplementary sales materials prepared by us, as
you may reasonably request. You will offer and sell the Shares
only in accordance with the terms and conditions of the current
Prospectus and Statement of Additional Information of the
applicable Fund. Neither you nor any other person is authorized
to give any information or to make any representations other than
those contained in such Prospectuses, Statements of Additional
Information and shareholder reports or in such supplementary
sales materials. You agree that you will not use any other
offering materials for the Funds without our written consent.
You hereby agree:
(i) to exercise your best efforts to find purchasers for the
Shares of the Funds,
(ii) to furnish to each person to whom any sale is made a
copy of the then-current Prospectus of the applicable fund,
(iii) to transmit to us promptly upon receipt any and all
orders received by you, and
(iv) to pay to us the offering price, less any dealer
discount to which you are entitled, within three (3)
business days of our confirmation of your order, or such
shorter time as may be required by law. If such payment is
not received within said time period, we reserve the right,
without prior notice, to cancel the sale, or at our option
to return the Shares to the issuer for redemption or
repurchase. In the latter case, we shall have the right to
hold you responsible for any loss resulting to us. Should
payment be made by check, liquidation of Shares may be
delayed pending clearance of the check. In the event your
check is dishonored for any reason, you shall remain liable
for the purchase price and any loss incurred by us. In
addition, should payment be made by means of a second or
third party check, you shall be deemed to have made all
presentment, transfer and other applicable warranties set
forth in the Uniform Commercial Code, and in the event such
check is either dishonored or subsequently determined to be
invalid for any reason (including without limitation as a
result of such check having been lost, stolen or
unauthorized) you shall remain liable for the purchase price
and any loss incurred by us.
3. COMPLIANCE WITH LAW
You hereby represent that you are registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended, and are
licensed and qualified as a broker-dealer or otherwise authorized
to offer and sell the Shares under the laws of each jurisdiction
in which the Shares will be offered and sold by you. You further
confirm that you are a member in good standing of the NASD and
agree to maintain such membership in good standing or, in the
alternative, you are a foreign dealer not eligible for membership
in the NASD.
You agree that in selling Shares you will comply with all
applicable laws, rules and regulations, including the applicable
provisions of the Securities Act of 1933, as amended, the
applicable rules and regulations of the NASD, and the applicable
rules and regulations of any jurisdiction in which you sell,
directly or indirectly, any Shares. You agree not to offer for
sale or sell the Shares in any jurisdiction in which the Shares
are not qualified for sale or in which you are not qualified as a
broker-dealer.
4. RELATIONSHIP WITH DEALERS
In offering and selling Shares under this Contract, you shall be
acting as principal and nothing herein shall be construed to
constitute you or any of your agents, employees or
representatives as our agent or employee, or as an agent or
employee of the Funds. As general distributor of the Funds, we
shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the
distribution of the Shares. We shall not be under any obligation
to you, except for obligations expressly assumed by us in this
Contract.
5. TERMINATION
Either party hereto may terminate this Contract, without cause,
upon ten days' written notice to the other party. We may
terminate this Contract for cause upon the violation by you of
any of the provisions hereof, such termination to become
effective on the date such notice of termination is mailed to
you. This Contract shall terminate automatically if either Party
ceases to be a member of the NASD.
6. ASSIGNABILITY
This Contract is not assignable or transferable, except that we
may assign or transfer this Contract to any successor which
becomes general distributor of the Funds.
7. GOVERNING LAW
This Contract and the rights and obligations of the parties
hereunder shall be governed by and construed under the laws of
The Commonwealth of Massachusetts.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for
that purpose, whereupon this letter shall constitute a binding
agreement between us.
Very truly yours,
XXXXXX MUTUAL FUNDS CORP.
By:
------------------------------
Xxxxxxx X. Xxxxxxxx, President
and Chief Executive Officer
We accept and agree to the foregoing Contract as of the date set
forth below.
Please indicate which best Dealer:__________________
describes your firm's entity:
/ / Partnership --------------------
/ / Corporation
By: ____________________
/ / Other - please specify: Authorized
Signature, Title
---------------------
-------------------------
Please provide your organization's
Tax Identification Number on the -------------------------
following line: Address
---------------------------- Dated:___________________
Please return the signed Xxxxxx copy to Xxxxxx Mutual Funds
Corp., X.X. Xxx 00000, Xxxxxxxxxx, XX 00000-0000
Approval:_____________________
Date required:________________
NF-1 9
