Quasar Distributors, LLC
SALES AGREEMENT
From:
To: Quasar Distributors, LLC
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. (a) We certify that (i) we are registered as a broker-dealer under the
Securities Exchange Act of 1934 (the "1934 Act") or are exempt from
registration as a broker-dealer under the 1934 Act, (ii) we are qualified
as a broker-dealer in all states or other jurisdictions in which we sell
Fund Shares or are exempt from registration as a broker-dealer in all
states or other jurisdictions in which we sell Fund Shares, and, (iii) if
we sell shares in additional states or jurisdictions in the future, we will
become qualified to act as a dealer in each such state or jurisdiction
prior to selling any Fund shares or will confirm an exemption from
registration as a broker-dealer in each such state or jurisdiction prior to
selling any Fund shares. 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. We shall maintain any
filings and licenses required by federal and state laws to conduct the
business contemplated under this Agreement. We agree to notify Quasar
immediately in the event of any finding that we violated any applicable
federal or state law, rule or regulation arising out of our activities as a
broker-dealer or in connection with this Agreement, or which may otherwise
affect in any material way our ability to act in accordance with the terms
of this Agreement. (b) If we are a "bank," as such term is defined in
Section 3(a)(6) of the 1934 Act, we further represent and warrant that we
are a member of the Federal Deposit Insurance Corporation ("FDIC") in good
standing and agree to notify Quasar immediately of any changes in our
status with the FDIC. (c) If we are registered as a broker-dealer under the
1934 Act, we represent and warrant that we are a member in good standing of
the National Association of Securities Dealers, Inc. (the "NASD") and that
we agree to abide by the Conduct Rules of the NASD. We agree to notify
Quasar immediately in the event of our expulsion or suspension from the
NASD. (d) If we are registered as a broker-dealer under the 1934 Act, we
further represent and warrant that we are a member of the Securities
Investor Protection Corporation ("SIPC") in good standing and agree to
notify Quasar immediately of any changes in our status with SIPC.
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.
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 into 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 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 herein, 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. Both parties hereto agree to preserve the confidentiality of any and all
materials and information furnished by either party in connection with this
Agreement. The provisions of this Paragraph shall not apply to any
information which is: (a) independently developed by the receiving party,
provided the receiving party can satisfactorily demonstrate such
independent development with appropriate documentation; (b) known to the
receiving party prior to disclosure by the disclosing party; (c) lawfully
disclosed to the receiving party by a third party not under a separate duty
of confidentiality with respect thereto to the disclosing party; or (d)
otherwise publicly available through no fault or breach by the receiving
party.
In accordance with Regulation S-P, the parties hereto will not disclose any
non-public personal information, as defined in Regulation S-P, regarding
any Customer; provided, however, that either party hereto may disclose such
information as necessary in the ordinary course of business to carry out
the purposes for which such information was disclosed to such party, or as
may be required by law. Both parties agrees to use reasonable precautions
to protect and prevent the unintentional disclosure of such non-public
personal information.
13. 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 Wisconsin.
______________________________ Accepted:
Dealer Firm Quasar Distributors, LLC
______________________________ _______________________________________
Street Address Authorized Signature Date
______________________________ Xxxxx Xxxxxxxxx, President_________
City State Zip Code Name and Title
______________________________
Authorized Signature Date
______________________________
Name and Title
Return signed agreements to:
Quasar Distributors, LLC
Dealer Agreement Department
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
A fully executed original will be returned for your records.
BILATERAL NETWORKING AGREEMENT
This Agreement is made this ______ day of ______, 20__, by and between Quasar
Distributors, LLC, a Delaware limited liability company, and
___________________________ , an entity that engages in the purchase and sale of
shares of the Funds listed on Appendix A hereto (collectively, the "Funds").
The undersigned parties each agree to comply with the National Securities
Clearing Corporation rules and procedures as stated in the Standard Networking
Agreement issued in the ICI Memorandum dated April 23, 1993.
Quasar Distributors, LLC
By:__________________________ Date:_______________
Xxxxx Xxxxxxxxx, President
By:_________________________ Date:_______________
Name:
Title:
