FORESIDE DISTRIBUTION SERVICES, L.P., Distributor (or subsequent affiliated distributor) DEALER AGREEMENT Re: Commonwealth International Series Trust Ladies and Gentlemen:
FORESIDE
DISTRIBUTION SERVICES, L.P., Distributor
(or
subsequent affiliated distributor)
Ladies
and Gentlemen:
As
the
distributor of the shares ("Shares") of each investment company portfolio
("Fund"), of the investment company or companies covered hereunder
(collectively, "Company") which may be amended by us from time to time, Foreside
Distribution Services, L.P. ("Distributor") hereby invites you to participate
in
the selling group on the following terms and conditions. In this letter, the
terms "we," "us," and similar words refer to the Distributor, and the terms
"you," "your," and similar words refer to the dealer executing this agreement,
including its associated persons.
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1.
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Dealer.
You hereby represent that you are a broker-dealer properly registered
and
qualified under all applicable federal, state and local laws to engage
in
the business and transactions described in this agreement, and that
you
are a member in good standing of the Financial Industry Regulatory
Authority (“FINRA”) (formerly theNational Association of Securities
Dealers, Inc. ("NASD")) and the Securities Investor Protection Corporation
("SIPC"). You agree that it is your responsibility to determine the
suitability of any Fund Shares as investments for your customers,
and that
we have no responsibility for such determination. You further agree
to
maintain all records required by Applicable Laws (as defined below)
or
that are otherwise reasonably requested by us relating to your
transactions in Fund Shares. In addition, you agree to notify us
immediately in the event your status as a member of the NASD/FINRA
or SIPC
changes.
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2.
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Qualification
of Shares. The
Fund will make available to you a list of the states or other
jurisdictions in which Fund Shares are registered for sale or are
otherwise qualified for sale, which may be revised by the Fund from
time
to time. You will make offers of Shares to your customers only in
those
states, and you will ensure that you (including your associated persons)
are appropriately licensed and qualified to offer and sell Shares
in any
state or other jurisdiction that requires such licensing or qualification
in connection with your activities.
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3.
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Orders.
All orders you submit for transactions in Fund Shares shall reflect
orders
received from your customers or shall be for your account for your
own
bona fide investment, and you will date and time-stamp your customer
orders and forward them promptly each day and in any event prior
to the
time required by the applicable Fund prospectus (the "Prospectus,"
which
for purposes of this agreement includes the Statement of Additional
Information incorporated therein). As agent for your customers, you
shall
not withhold placing customers' orders for any Shares so as to profit
yourself or your Customer as a result of such withholding. You are
hereby
authorized to: (i) place your orders directly with the relevant investment
company (the "Company") for the purchase of Shares and (ii) tender
Shares
directly to the Company for redemption, in each case subject to the
terms
and conditions set forth in the Prospectus and any operating procedures
and policies established by the Fund (directly or through its Transfer
Agent) from time to time. All purchase orders you submit are subject
to
acceptance or rejection, and we reserve the right to suspend or the
limit
the sale of Shares. You are not authorized to make any representations
concerning Shares of any Fund except such representations as are
contained
in the Prospectus and in such supplemental written information that
the
Fund or the Distributor (acting on behalf of the Fund) may provide
to you
with respect to a Fund. All orders that are accepted for the purchase
of
Shares shall be executed at the next determined public offering price
per
share (i.e., the net asset value per share plus the applicable sales
load,
if any) and all orders for the redemption of Shares shall be executed
at
the next determined net asset value per share and subject to any
applicable redemption fee, in each case as described in the
Prospectus.
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4.
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Compliance
with Applicable Laws; Distribution of Prospectus and Reports;
Confirmations.
In
connection with its respective activities hereunder, each party agrees
to
abide by the Conduct Rules of the NASD/FINRA and all other rules
of
self-regulatory organizations of which the relevant party is a member,
as
well as all laws, rules and regulations, including federal and state
securities laws, that are applicable to the relevant party (and its
associated persons) from time to time in connection with its activities
hereunder ("Applicable Laws"). You are authorized to distribute to
your
customers the current Prospectus, as well as any supplemental sales
material received from the Fund or the Distributor (acting on behalf
of
the Fund) (on the terms and for the period specified by us or stated
in
such material). You are not authorized to distribute, furnish or
display
any other sales or promotional material relating to a Fund without
our
written approval, but you may identify the Funds in a listing of
mutual
funds available through you to your customers. Unless otherwise mutually
agreed in writing, you shall deliver or cause to be delivered to
each
customer who purchases shares of any Funds from or through you, copies
of
all annual and interim reports, proxy solicitation materials, and
any
other information and materials relating to such Funds and prepared
by or
on behalf of the Funds or us. If required by Rule 10b-10 under the
Securities Exchange Act or other Applicable Laws, you shall send
or cause
to be sent confirmations or other reports to your customers containing
such information as may be required by Applicable Laws.
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5.
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Sales
Charges and Concessions.
On
each purchase of Shares by you (but not including the reinvestment
of any
dividends or distributions), you shall be entitled to receive such
dealer
allowances, concessions, sales charges or other compensation, if
any, as
may be set forth in the Prospectus. Sales charge reductions and discounts
may be available as provided in the Prospectus. To obtain any such
reductions, the Company or Distributor must be notified promptly
when a
transaction or transactions would qualify for the reduced charge
and you
must submit information that is sufficient (in the discretion of
the
Company and/or us) to substantiate qualification therefor. The foregoing
shall include advising us of any Letter of Intent signed by your
customer
or of any Right of Accumulation available to such customer. If you
fail to
so advise us, you will be liable for the return of any commissions
plus
interest thereon. Rights of accumulation (including rights under
a Letter
of Intent) are available, if at all, only as set forth in the Prospectus,
and you authorize any adjustment to your account (and will be liable
for
any refund) to the extent any allowance, discount or concession is
made
and the conditions therefor are not fulfilled. Each price is always
subject to confirmation, and will be based upon the net asset value
next
determined after receipt of an order that is in good form. If any
Shares
purchased are tendered for redemption or repurchased by the Fund
for any
reason within seven business days after confirmation of the purchase
order
for such Shares, you agree to promptly refund the full sales load
or other
concession and you will forfeit the right to receive any compensation
allowable or payable to you on such Shares. We reserve the right
to waive
sales charges. You represent to us that you are eligible to receive
any
such sales charges and concessions paid to you by us under this
section.
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6.
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Transactions
in Fund Shares.
With respect to all orders you place for the purchase of Fund Shares,
unless otherwise agreed, settlement shall be made with the Company
within
three (3) business days after acceptance of the order. If payment
is not
so received or made, the transaction may be cancelled. In this event
or in
the event that you cancel the trade for any reason, you agree to
be
responsible for any loss resulting to the Funds or to us from your
failure
to make payments as aforesaid. You shall not be entitled to any gains
generated thereby. You also assume responsibility for any loss to
a Fund
caused by any order placed by you on an "as-of" basis subsequent
to the
trade date for the order, and will immediately pay such loss to the
Fund
upon notification or demand. Such orders shall be acceptable only
as
permitted by the Company and shall be subject to the Company's policies
pertaining thereto, which may include receipt of an executed Letter
of
Indemnity in a form acceptable to the Fund and/or to us prior to
the
Company’s acceptance of any such order.
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7.
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Accuracy
of Orders; Customer Signatures.
You shall be responsible for the accuracy, timeliness and completeness
of
any orders transmitted by you on behalf of your customers by any
means,
including wire or telephone. In addition, you agree to guarantee
the
signatures of your customers when such guarantee is required by the
Company and you agree to indemnify and hold harmless all persons,
including us and the Funds' transfer agent, from and against any
and all
loss, cost, damage or expense suffered or incurred in reliance upon
such
signature guarantee.
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8.
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Indemnification.
You agree to indemnify us and hold us harmless from and against any
claims, liabilities, expenses (including reasonable attorneys fees)
and
losses resulting from (i) any failure by you to comply with Applicable
Laws in connection with activities performed under this agreement,
or (ii)
any unauthorized representation made by you concerning an investment
in
Fund Shares. We agree to indemnify you and hold you harmless from
and
against any claims, liabilities, expenses (including reasonable attorneys
fees) and losses resulting from (i) any failure by us to comply with
Applicable Laws in connection with our activities as Distributor
under
this agreement, or (ii) any untrue statement of a material fact set
forth
in a Fund's Prospectus or supplemental sales material provided to
you by
us (and used by you on the terms and for the period specified by
us or
stated in such material), or omission to state a material fact required
to
be stated therein to make the statements therein not misleading;
provided,
however, that the indemnification in this clause (ii) shall be limited
to
indemnification actually received by us as Distributor from the Funds,
except to the extent that the relevant claims, liabilities, expenses
and
losses result from our own failure to exercise reasonable care in
the
preparation or review of the Prospectus or such other
materials.
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9.
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Multi-Class
Distribution Arrangements.
You understand and acknowledge that the Funds may offer Shares in
multiple
classes, and you represent and warrant that you have established
compliance procedures designed to ensure that your customers are
made
aware of the terms of each available class of Fund Shares, to ensure
that
each customer is offered only Shares that are suitable investments
for him
or her, to ensure that each customer is availed of the opportunity
to
obtain sales charge break points as detailed in the Prospectus, and
to
ensure proper supervision of your representatives in recommending
and
offering the Shares of multiple classes to your
customers.
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10.
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Anti-Money
Laundering Compliance.
Each party to this agreement acknowledges that it is a financial
institution subject to the USA Patriot Act of 2001 and the Bank Secrecy
Act (collectively, the “AML Acts”), which require, among other things,
that financial institutions adopt compliance programs to guard against
money laundering. Each party represents and warrants that it is in
compliance and will continue to comply with the AML Acts and applicable
rules thereunder ("AML Laws"), including NASD/FINRA Conduct Rule
3011, in
all relevant respects. The parties agree to cooperate with one another
to
satisfy AML due diligence policies of the Company and Distributor,
which
may include annual compliance certifications and periodic due diligence
reviews and/or other requests deemed necessary or appropriate by
us to
ensure compliance with AML Laws.
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11.
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Privacy.
The parties agree that any Non-public Personal Information, as the
term is
defined in Regulation S-P ("Reg S-P") of the Securities and Exchange
Commission, that may be disclosed hereunder is disclosed for the
specific
purpose of permitting the other party to perform the services set
forth in
this agreement. Each party agrees that, with respect to such information,
it will comply with Reg S-P and that it will not disclose any Non-Public
Personal Information received in connection with this agreement to
any
other party, except to the extent required to carry out the services
set
forth in this agreement or as otherwise permitted by
law.
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12.
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Distribution
and/or Service Fees.
Subject to and in accordance with the terms of each Prospectus and
the
Distribution Plan and/or Service Plan, if any, adopted by resolution
of
the Board pursuant to Rule 12b-1 under the Investment Company Act
of 1940
(the “1940 Act”), we may pay financial institutions with which we have
entered into an agreement in substantially the form annexed hereto
as
Appendix A or such other form as may be approved from time to time
by the
Board (the "Fee Agreement") such fees as may be determined in accordance
with such Fee Agreement, for distribution, shareholder or administrative
services, as described therein.
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Order
Processing.
In
accordance with NASD/FINRA Notice to Members 03-50 (reminding members
of
their responsibility to ensure that they have in place policies and
procedures reasonably designed to detect and prevent the occurrence
of
mutual fund transactions that would violate Rule 22c-1 under the
1940 Act,
NASD/FINRA Conduct Rule 2110 and other applicable rules and regulations),
you represent that you have reviewed your policies and procedures
to
ensure that they are adequate with respect to preventing violations
of law
and prospectus requirements related to timely order-taking and market
timing activity, and you hereby provide the confirmation set forth
on
Appendix B hereto. You represent that you will be responsible for
the
collection and payment to the Company of any Redemption Fees based
upon
the terms outlined in the Company’s
prospectus.
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14.
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Amendments.
This
agreement may be amended from time to time by the following procedure.
We
will mail a copy of the amendment to you at your address shown below
or as
registered as your main office from time to time with the FINRA.
If you do
not object to the amendment within fifteen (15) days after its receipt,
the amendment will become a part of this agreement. Your objection
must be
in writing and be received by us within such fifteen (15) days. All
amendments shall be in writing and except as provided above shall
be
executed by both parties.
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15.
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Termination.
This
agreement shall inure to the benefit of the successors and assigns
of
either party hereto, provided, however, the Dealer may not assign
this
agreement without our prior written consent. This agreement may be
terminated by either party, without penalty, upon ten days' prior
written
notice to the other party. Any unfulfilled obligations hereunder,
and all
obligations of indemnification, shall survive the termination of
this
agreement.
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16.
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Notices.
All
notices and communications to us shall be sent to us at 000 Xxxxxx
Xxxxxx,
00xx
Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Broker-Dealer Compliance
Department, or at such other address as we may designate in writing.
All
notices and other communication to you shall be sent you at the address
set forth below or at such other address as you may designate in
writing.
All notices required or permitted to be given pursuant to this agreement
shall be given in writing and delivered by personal delivery, by
postage
prepaid mail, or by facsimile or similar means of same-day delivery,
with
a confirming copy by mail.
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17.
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Authorization.
Each party represents to the other that all requisite corporate
proceedings have been undertaken to authorize it to enter into and
perform
under this agreement as contemplated herein, and that the individual
that
has signed this agreement below on its behalf is a duly elected officer
that has been empowered to act for and on behalf of such party with
respect to the execution of this agreement.
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18.
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Miscellaneous.
This
agreement supersedes any other agreement between the parties with
respect
to the offer and sale of Fund Shares and other matters covered herein.
The
invalidity or unenforceability of any term or provision hereof shall
not
affect the validity or enforceability of any other term or provision
hereof. This agreement may be executed in any number of counterparts,
which together shall constitute one instrument. This agreement shall
be
governed by and construed in accordance with the laws of the Commonwealth
of Massachusetts without regard to conflict of laws principles, and
shall
bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
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* * * *
If
the
foregoing corresponds with your understanding of our agreement, please sign
this
document and the accompanying copies thereof in the appropriate space below
and
return the same to us, whereupon this agreement shall be binding upon each
of
us.
FORESIDE
DISTRIBUTION SERVICES, L.P.
(or
subsequent affiliated distributor)
By: __________________________
Insert
Name: __________________________
Title:
__________________________
Date:
__________________________
Agreed
to
and accepted:
________________________________
[Dealer]
By:__________________________
Insert
Name: __________________________
Title:
__________________________
Date:
__________________________
Address
of Dealer:
__________________________
__________________________
Appendix
A
FORESIDE
DISTRIBUTION SERVICES, L.P., Distributor
(or
subsequent affiliated distributor)
Distribution/Service
Fee Agreement
Ladies
and Gentlemen:
This
Fee
Agreement (“Agreement”) confirms our understanding and agreement with respect to
Rule 12b-1 payments to be made to you in accordance with the Dealer Agreement
between you and us (the “Dealer Agreement”), which entitles you to serve as a
selected dealer of certain Funds for which we serve as Distributor. Capitalized
terms used but not defined herein shall have the respective meanings set forth
in the Dealer Agreement.
1.
From
time to time during the term of this Agreement, we may make payments to you
pursuant to one or more distribution and service plans (the “Plans”) adopted by
certain of the Funds pursuant to Rule 12b-1 of the 1940 Act. You agree to
furnish sales and marketing services and/or shareholder services to your
customers who invest in and own Fund Shares, including, but not limited to,
answering routine inquiries regarding the Funds, processing shareholder
transactions, and providing any other shareholder services not otherwise
provided by a Fund’s transfer agent. With respect to such payments to you, we
shall have only the obligation to make payments to you after, for as long as,
and to the extent that, we receive from the Fund an amount equivalent to the
amount payable to you. The Fund or us, as Distributor, each reserves the right,
without prior notice, to suspend or eliminate the payment of such Rule 12b-1
Plan payments or other dealer compensation by amendment, sticker or supplement
to the then-current Prospectus of the Fund.
2.
Any
such fee payments shall reflect the amounts described in a Fund’s Prospectus.
Payments will be based on the dollar amount of Fund Shares which are owned
by
those customers of yours whose records, as maintained by the Funds or the
transfer agent, designate your firm as the customer’s dealer of record. No such
fee payments will be payable to you with respect to shares purchased by or
through you and redeemed by the Funds within seven business days after the
date
of confirmation of such purchase. You represent that you are eligible to receive
any such payments made to you under the Plans.
3.
You
agree that all activities conducted under this Agreement will be conducted
in
accordance with the Plans, as well as all applicable state and federal laws,
including the Investment Company Act of 1940, the Securities Exchange Act of
1934, the Securities Act of 1933 and any applicable rules of the
NASD/FINRA.
4.
Upon
request, on a quarterly basis, you shall furnish us with a written report
describing the amounts payable to you pursuant to this Agreement and the purpose
for which such amounts were expended. We shall provide quarterly reports to
the
Funds' Board of amounts expended pursuant to the Plans and the purposes for
which such expenditures were made. You shall furnish us with such other
information as shall reasonably be requested by us in connection with our
reports to the Board with respect to the fees paid to you pursuant to this
Agreement.
5.
This
Agreement shall continue in effect until terminated in the manner prescribed
below or as provided in the Plans or in Rule 12b-1. This Agreement may be
terminated, with respect to one or more Funds, without penalty, by either of
us,
upon ten days’ prior written notice to the other party. In addition, this
Agreement will be terminated with respect to any Fund upon a termination of
the
relevant Plan or the Dealer Agreement, if a Fund closes to new investments,
or
if our Distribution Agreement with the Funds terminates.
6.
This
Agreement may be amended by us from time to time by the following procedure.
We
will mail a copy of the amendment to you at your address shown below or as
registered from time to time with the FINRA. If you do not object to the
amendment within fifteen (15) days after its receipt, the amendment will become
a part of this Agreement. Your objection must be in writing and be received
by
us within such fifteen days.
7.
This
Agreement shall become effective as of the date when it is executed and dated
by
us below. This Agreement and all the rights and obligations of the parties
hereunder shall be governed by and construed under the laws of the Commonwealth
of Massachusetts, without regard to conflict of laws principle.
8.
All
notices and other communications shall be given as provided in the Dealer
Agreement.
If
the
foregoing is acceptable to you, please sign this Agreement in the space provided
below and return the same to us.
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FORESIDE
DISTRIBUTION SERVICES, L.P.
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Agreed
to and Accepted:
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(or
subsequent affiliated distributor)
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Name
and Address of Dealer firm:
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By:__________________________
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__________________________
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Insert
Name: __________________________
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__________________________ | |
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Title:
__________________________
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__________________________ | |
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Date:
__________________________
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By:
__________________________
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Insert
Name:__________________________
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Title:
__________________________
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Date:
__________________________
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Appendix
B
To:
FORESIDE DISTRIBUTION SERVICES, L.P.
(or
subsequent affiliated distributor)
AS
DISTRIBUTOR OF COMMONWEALTH INTERNATIONAL SERIES TRUST
Confirmation
Pursuant to NASD/FINRA Notice to Members 03-50
As
a
selected dealer of the Shares of the above-referenced Funds, and pursuant to
the
terms of our Dealer Agreement, we hereby certify to you that we will at all
times comply with (i) the provisions of our Dealer Agreement related to
compliance with all applicable rules and regulations; and (ii) the terms of
each
registration statement and prospectus for the Funds.
We
have
performed a review of our internal controls and procedures to ensure that such
controls and procedures are adequate to (i) prevent the submission of any order
received after the deadline for submission of orders in each day that are
eligible for pricing at that day's net asset value per share ("NAV"); and (ii)
prevent the purchase of Fund Shares by an individual or entity whose stated
objectives are not consistent with the stated policies of a Fund in protecting
the best interests of longer-term investors, particularly where such
customer-investor may be seeking market timing or arbitrage opportunities
through such purchase.
