Exhibit (e)(1)
[BISYS LOGO]
BISYS FUND SERVICES LIMITED PARTNERSHIP, DISTRIBUTOR
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000-0000
DEALER AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of each investment company
portfolio ("Fund") listed in Exhibit A attached hereto, which may be amended
from time to time, BISYS Fund Services Limited Partnership ("BISYS") hereby
agrees with you as follows:
1. You hereby represent that you are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD") and 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. You also represent
that you are a member in good standing of the Securities Investor
Protection Corporation ("SIPC"). We both agree to abide by the
Conduct Rules of the NASD and all applicable laws, rules and
regulations, including applicable federal and state securities laws,
rules and regulations that are now or may become applicable to
transactions hereunder. You agree that it is your responsibility to
determine the suitability of any Fund Shares as investments for your
customers, and that BISYS has no responsibility for such
determination. You further agree to maintain all records required by
applicable law or otherwise reasonably requested by BISYS relating
to Fund transactions that you have executed. In addition, you agree
to notify us immediately in the event your status as a SIPC member
changes.
2. We have furnished you with a list of the states or other
jurisdictions in which Fund Shares have been registered for sale or
are otherwise qualified for sale. Such list appears in Exhibit B
attached hereto. Shares of the Funds may from time to time be
registered or otherwise qualified for sale in states or
jurisdictions other than those listed in Exhibit B. Those states or
jurisdictions are incorporated into Exhibit B by reference. You
agree to indemnify us and/or the Funds for any claim, liability,
expense or loss in any way arising out of a sale of Shares in any
state or jurisdiction in which such Shares are not so registered or
qualified for sale.
3. In all sales of Fund Shares, you shall act as agent for your
customers or as principal for your own bona fide investment. In no
transaction shall you act as our agent or as agent for any Fund or
the Funds' Transfer Agent. As agent for your customers, you are
hereby authorized to: (i) place orders directly with the investment
company (the "Company") for the purchase of Shares and (ii) tender
Shares to the Company for redemption, in each case subject to the
terms and conditions set forth in the applicable prospectus
("Prospectus") and the operating procedures and policies established
by us. The minimum dollar purchase of Shares shall be the applicable
minimum amount set forth in
the applicable Prospectus, and no order for less than such amount
shall be accepted by you. The procedures relating to the handling of
orders shall be subject to instructions which we shall forward to
you from time to time. All orders are subject to acceptance or
rejection by BISYS in its sole discretion. No person is authorized
to make any representations concerning Shares of any Fund except
such representations contained in the relevant then-current
Prospectus and statement of additional information ("Statement of
Additional Information") and in such supplemental information that
may be supplied to you by us for a Fund. If you should make such an
unauthorized representation, you agree to indemnify the Funds and us
from and against any and all claims, liability, expense or loss in
any way arising out of or in any way connected with such
representation. You are specifically authorized to distribute the
Prospectus and Statement of Additional Information and sales
material received from us. No person is authorized to distribute any
other sales material relating to a Fund without our prior written
approval. You further agree to deliver, upon our request, copies of
any relevant amended Prospectus and Statement of Additional
Information to shareholders of the Fund to whom you have sold
Shares. As agent for your customers, you shall not withhold placing
customers' orders for any Shares so as to profit yourself as a
result of such withholding and shall not purchase any Shares from us
except for the purpose of covering purchase orders already received.
If any Shares purchased by you are repurchased by a Fund or by us
for the account of a Fund, or are tendered for redemption within
seven business days after confirmation by us of the original
purchase order for such Shares, (i) you agree forthwith to refund to
us the full concession allowed to you on the original sale and (ii)
we shall forthwith pay to such Fund that part of the discount
retained by us on the original sale. Notice will be given to you of
any such repurchase or redemption within ten days of the date on
which the tender of Shares for redemption is delivered to us or to
the Fund. Neither party to this Agreement shall purchase any Shares
from a record holder at a price lower than the net asset value next
computed by or for the issuer thereof. Nothing in this subparagraph
shall prevent you from selling Shares for the account of a record
holder to us or the issuer and charging the investor a fair
commission for handling the transaction. Any order placed by you for
the repurchase of Shares of a Fund is subject to the timely receipt
by the Company of all required documents in good order. If such
documents are not received within a reasonable time after the order
is placed, the order is subject to cancellation, in which case you
agree to be responsible for any loss resulting to the Fund or to us
from such cancellation.
4. We will furnish you, upon request, with offering prices for the
Shares in accordance with the then-current Prospectuses for the
Funds, and you agree to quote such prices subject to confirmation by
us on any Shares offered to you for sale. The public offering price
shall equal the net asset value per Share of a Fund plus a front-end
sales load, if applicable. For Funds with a front-end sales load,
you will receive a discount from the public offering price as
outlined in the current Prospectus. For Funds with a contingent
deferred sales load, you will receive from us, or a paying agent
appointed by us, a commission in the amount shown in Exhibit C. We
reserve the right to waive sales charges. Each price is always
subject to confirmation, and will be based upon the net asset value
next computed after receipt by us of an order that is in good form.
You acknowledge that it is
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your responsibility to date and time stamp all orders received by
you and to transmit such orders promptly to us. You further
acknowledge that any failure to promptly transmit such orders to us
that causes a purchaser of Shares to be disadvantaged, based upon
the pricing requirements of Rule 22c-1 under the 1940 Act, shall be
your sole responsibility. We reserve the right to cancel this
Agreement at any time without notice if any Shares shall be offered
for sale by you at less than the then-current offering price
determined by or for the applicable Fund.
5. Your customer will be entitled to a front-end sales load reduction
with respect to purchases made under a letter of intent ("Letter of
Intent") or right of accumulation ("Right of Accumulation")
described in the Prospectuses. In such case, your dealer's
concession will be based upon such reduced sales load; however, in
the case of a Letter of Intent signed by your customer, an
adjustment to a higher dealer's concession will thereafter be made
to reflect actual purchases by your customer if he or she should
fail to fulfill the Letter of Intent. Your customer will be entitled
to an additional front-end sales load reduction in those instances
in which the customer makes purchases that exceed the dollar amount
indicated in the Letter of Intent and qualifies for an additional
front-end sales load reduction pursuant to the appropriate
Prospectus. In such case, your dealers concession will be reduced to
reflect such additional sales load reduction. When placing wire
trades, you agree to advise us of any Letter of Intent signed by
your customer or of any Right of Accumulation available to such
customer of which he or she has made you aware. If you fail to so
advise us, you will be liable for the return of any commissions plus
interest thereon.
6. With respect to orders that are placed for the purchase of Fund
Shares, unless otherwise agreed, settlement shall be made with the
Company within three (3) business days after our acceptance of the
order. If payment is not so received or made, we reserve the right
to cancel the sale, or, at our option, to sell the Shares to the
Funds at the then prevailing net asset value. 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.
7. You shall be responsible for the accuracy, timeliness and
completeness of any orders transmitted by you on behalf of your
customers by wire or telephone for purchases, exchanges or
redemptions, and shall indemnify us against any claims by your
customers as a result of your failure to properly transmit their
instructions. In addition, you agree to guarantee the signatures of
your customers when such guarantee is required by the Prospectus of
a Fund. In that connection, you agree to indemnify and hold harmless
all persons, including us and the Funds' Transfer Agent, against any
and all loss, cost, damage or expense suffered or incurred in
reliance upon such signature guarantee.
8. No advertisement or sales literature with respect to a Fund (as such
terms are defined in the NASD's Conduct Rules) shall be used by you
without first having obtained our approval.
9. The parties acknowledge that they are financial institutions subject
to the USA Patriot Act of 2001 and the Bank Secrecy Act
(collectively, the "AML Acts"), which require,
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among other things, that financial institutions adopt compliance
programs to guard against money laundering. The parties further
acknowledge that they are in compliance and will continue to comply
with the AML Acts and applicable anti-money laundering rules of self
regulatory organizations, including 3011 of the NASD, in all
relevant respects.
10. Neither of us shall be liable to the other except for (1) acts or
failures to act which constitute a lack of good faith or negligence
and (2) obligations expressly assumed under this Agreement. In
addition, you agree to indemnify us and hold us harmless from any
claims or assertions relating to the lawfulness of your
participation in this Agreement and the transactions contemplated
hereby or relating to any activities of any persons or entities
affiliated with your organization which are performed in connection
with the discharge of your responsibilities under this Agreement. If
such claims are asserted, we shall have the right to manage our own
defense, including the selection and engagement of legal counsel,
and all costs of such defense shall be borne by you.
11. This Agreement will automatically terminate in the event of its
assignment. This Agreement may be terminated by either of us,
without penalty, upon ten days' prior written notice to the other
party. This Agreement may also be terminated at any time without
penalty by the vote of a majority of the members of a Fund's Board
of Trustees who are not "interested persons" (as such term is
defined in the 1940 Act), or (with respect to a Fund) by a vote of a
majority of the outstanding voting securities of that Fund on ten
days' written notice.
12. All communications to us shall be sent to the address set forth on
page 1 hereof or at such other address as we may designate in
writing. Any notice to you shall be duly given if mailed or
telecopied to you at the address set forth below or at such other
address as you may provide in writing.
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13. You hereby represent that all requisite corporate proceedings have
been undertaken to authorize you to enter into this Agreement and to
perform the services contemplated herein. You further represent that
the individual that has signed this Agreement below is a duly
elected officer that has been empowered to act for and on behalf of
your organization with respect to the execution of this Agreement.
14. This Agreement supersedes any other agreement between us with
respect to the offer and sale of Shares and relating to any other
matters discussed herein. All covenants, agreements, representations
and warranties made herein shall be deemed to have been material and
relied on by each party. The invalidity or unenforceability of any
term or provision hereof shall not affect the validity or
enforceability of any other term or provision thereof. This
Agreement may be executed in any number of counterparts, which
together shall constitute one instrument, and shall be governed by
and construed in
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accordance with the laws (other than the conflict of laws rules) of
the State of Ohio and shall bind and insure to the benefit of the
parties hereto and their respective successors and assigns.
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, effective as of the date of execution.
BISYS FUND SERVICES LIMITED PARTNERSHIP The foregoing Agreement is hereby
BY: BISYS FUND SERVICES, INC. accepted:
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Company Name
By By
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Authorized Officer Date Authorized Officer Date
Title:
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BISYS FUND SERVICES LIMITED PARTNERSHIP
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
EXHIBIT A
INVESTMENT PORTFOLIOS
Fund Type CUSIP Symbol
---- ---- ----- ------
Kensington Strategic Realty Fund (Class A) 490148103 KSRAX
Kensington Strategic Realty Fund(Class B) 490148301 KSRBX
Kensington Strategic Realty Fund(Class C) 490148202 KSRCX
Kensington Select Income Fund (Class A) 00000X000 KIFAX
Kensington Select Income Fund (Class B) 00000X000 KIFBX
Kensington Select Income Fund (Class C) 00000X000 KIFCX
Kensington Real Estate Securities Fund (Class A) KREAX
Kensington Real Estate Securities Fund (Class B) KREBX
Kensington Real Estate Securities Fund (Class C) KRECX
A-1
KENSINGTON
EXHIBIT B
BLUE SKY REGISTRATIONS
BISYS FUND SERVICES LIMITED PARTNERSHIP
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
FUND NAME STATES/JURISDICTIONS REGISTERED
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Kensington Strategic Realty Fund Class A, B, and C Shares All 50 states plus Washington DC and Puerto Rico, Virgin Islands
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Kensington Select Income Fund Class A, B, and C Shares All 50 states plus Washington DC and Puerto Rico, Virgin Islands
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Kensington Real Estate Securities
Fund Class A, B, and C Shares California
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B-1
EXHIBIT C
KENSINGTON FUNDS
COMMISSION AMOUNT PAYABLE FOR FUNDS
CHARGING A CONTINGENT DEFERRED SALES LOAD
X 1. percent of the public offering price
-- Class B Shares 4.00%
Class C Shares 1.00%
2. Not Applicable
(Place a check next to the appropriate category)
C-1