Exhibit (7)(e)
THE WINSBURY COMPANY
0000 XXXX XXXXXX-XXXXXXXXX XXXX
XXXXXXXX, XXXX 00000
DEALER AGREEMENT
The Winsbury Company, an Ohio limited partnership (the "Distributor"),
hereby agrees with you, AmSouth Bank, N.A., 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxx 00000 (sometimes referred to herein as "Dealer"), as follows:
1. REFERENCE TO PROSPECTUSES
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Reference is made to the prospectuses (the "Prospectuses") of each series
(each a "Portfolio") of The ASO Outlook Group, a Massachusetts business trust
(the "Fund"), as from time to time are effective under the Securities Act of
1933 (the "1933 Act"). Terms defined therein and not otherwise defined herein
are used herein with the meaning so defined.
2. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
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2.1 REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR. The Distributor
hereby represents and warrants as follows: It is the principal underwriter of
each Portfolio of the Fund (See Exhibit A, attached hereto, for a list of the
Portfolios) a diversified, open-end management investment company which is
registered with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940 (the "1940 Act"). The Distributor has furnished
you a list of the states or other jurisdictions in which the Distributor
believes the shares of the Group ("Shares") have been qualified for sale under,
or are exempt from the requirements of, the respective securities laws of such
states or jurisdictions.
2.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEALER. You hereby
represent, warrant and covenant as follows: You will be at all times relevant to
this Agreement qualified under all applicable federal, state and local laws to
engage in the business and transactions described in this Agreement. You agree
to comply with the requirements of all applicable laws, including federal and
state securities laws, rules and regulations. You further agree that you will
maintain all records required by applicable law or otherwise reasonably
requested by the Distributor relating to Fund transactions that you have
executed.
3. DEALER AUTHORIZATION; ADDITIONAL DUTIES; DISTRIBUTION FEE
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3.1 DEALER AUTHORIZATION. In all sales of Shares to the public, you shall
act as agent for the Distributor and in no transaction shall you act as dealer
for your own account. As agent for the Distributor, you are hereby authorized
to: (i) place orders directly with the Portfolios' Transfer Agent for the
purchase of Shares and (ii) tender Shares to the Transfer Agent for redemption,
in each case subject to the terms and conditions set forth in the Prospectus and
the operating procedures and policies established by the Distributor. The
minimum dollar purchase of Shares shall be the applicable minimum amount set
forth in the 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 the Distributor shall forward to you from time to
time. All orders are subject to acceptance or rejection by the Distributor in
its sole discretion. No person is authorized to make any representations
concerning Shares of any Portfolio except such representations contained in the
relevant then-current Prospectus and Statement of Additional Information and in
such printed information as the Fund or the Distributor may subsequently
prepare. You are specifically authorized to distribute the Prospectus and
Statement of Additional Information and sales material received by you from the
Distributor. No person is authorized to distribute any other sales material
relating to a Portfolio without the prior approval of the Distributor. You
further agree to deliver, upon the request of the Distributor, copies of any
relevant amended Prospectus and Statement of Additional Information to
shareholders of a Portfolio ("Customers") to whom you have sold Shares.
Neither party to this Agreement shall, as agent, 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.
3.2 OFFERING PRICE. The Distributor will furnish you, on request, with
offering prices for the Shares in accordance with the then-current prospectuses
of the respective Portfolios of the Fund, and you agree to quote such prices
subject to confirmation by the Distributor on any Shares offered to you for
sale. Your attention is called specifically to the fact that each price is
always subject to confirmation, and will be the price next computed after
receipt of an order. The Distributor reserves the right to cancel this Agreement
at any time without notice if any Share shall be offered for sale by you at less
than the then-current offering price determined by or for the respective
Portfolio of the Fund.
4. EXCULPATION; INDEMNIFICATION
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4.1 EXCULPATION. The Distributor shall not be liable to you and you
shall not be liable to the Distributor except for acts or failures to act which
constitute lack of good faith or gross negligence and for obligations expressly
assumed by either party hereunder. Nothing contained in this Agreement is
intended to operate as a waiver by the Distributor or by you of compliance with
any provision of the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act
or the rules and regulations promulgated by the SEC, the NASD or any state
securities administrator.
4.2 INDEMNIFICATION OF DISTRIBUTOR. You will indemnify the Distributor
and hold it 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 you which
are performed in connection with the discharge of your responsibilities under
this Agreement. If such claims are asserted, the Distributor shall have the
right to manage its own defense, including the selection and engagement of legal
counsel, and all costs of such defense shall be borne by you.
4.3 INDEMNIFICATION OF DEALER. The Distributor will indemnify you and
hold you harmless from any claims or assertions relating to the lawfulness of
the Distributor's participation in this Agreement and the transactions
contemplated hereby or relating to any activities of any persons or entities
affiliated with the Distributor which are performed in connection with the
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discharge of the Distributor's responsibilities under this Agreement. If any
such claims are asserted, you shall have the right to manage your own defense,
including the selection and engagement of legal counsel, and all costs of such
defense shall be borne by the Distributor.
5. GENERAL
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5.1 ASSIGNMENT; TERMINATION. This Agreement will automatically terminate
in the event of its assignment. This Agreement may be terminated by the
Distributor or by you, 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 the Board of Trustees of the
Fund who are not "interested persons" (as such term is defined in the 1940 Act),
or (with respect to a Portfolio) by a vote of a majority of the outstanding
voting securities of that Portfolio on ten days' written notice.
5.2 NOTICE. All communications to the Distributor shall be sent to the
address set forth on page 1 hereof or at such other address as the Distributor
may designate to you in writing. Any notice to you shall be duly given if mailed
or telecopied to you at the address set forth on page 1 hereof or at such other
address as you may provide in writing to the Distributor.
5.3 MISCELLANEOUS. This Agreement supersedes any other agreement between
the Distributor and you with respect to the 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, notwithstanding any investigation made by either party or on behalf
of either party, and shall survive the execution and delivery of this Agreement.
The invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of any other term or provision hereof. The
headings in this Agreement are for convenience of reference only and shall not
alter, or otherwise affect the meaning hereof. This Agreement may be executed in
any number of counterparts which together shall constitute one instrument and
shall be governed by and construed in accordance with the laws (other than the
conflict of laws rules) of the State of Ohio and shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns.
If the foregoing corresponds with your understanding of our agreement,
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to the Distributor, whereupon this Agreement shall be
binding between the Distributor and you effective as of the date of execution.
THE WINSBURY COMPANY
By: THE WINSBURY CORPORATION
General Partner
By: /s/ G. Xxxxxx Xxxxxxxxx 3/16/90
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G. Xxxxxx Xxxxxxxxx Date
President
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The foregoing Agreement is hereby accepted:
AMSOUTH BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx, Xx. 4/13/90
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Xxxxxx X. Xxxxxxx, Xx. Date
Vice President
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THE WINSBURY COMPANY
0000 XXXX XXXXXX-XXXXXXXXX XXXX
XXXXXXXX, XXXX 00000
EXHIBIT A
TO DEALER AGREEMENT BETWEEN
THE WINSBURY COMPANY LIMITED PARTNERSHIP
AND
AMSOUTH BANK, N.A.
INVESTMENT PORTFOLIOS OF
THE ASO OUTLOOK GROUP
Variable NAV Variable NAV
Fixed Income Funds Equity Funds
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Bond Fund Equity Fund
Limited Maturity Bond Fund Regional Equity Fund
Money Market Funds
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U.S. Treasury Fund
Prime Obligations Fund
Tax Exempt Fund
AGREEMENT TO TRANSFER
SHAREHOLDER ACCOUNTS
We acknowledge that the shareholder accounts, listed on the attachment,
should be transferred from The Winsbury Company (Number 1900) as the servicing
broker to AmSouth Bank, N.A. (Number 1700) in accordance with the terms of the
Dealer Agreement dated April 13, 1990, between AmSouth Bank, N.A. and The
Winsbury Company. Pursuant to this transfer, AmSouth Bank, N.A. agrees to assume
the position of servicing broker and to perform in accordance with all
applicable laws, rules and regulations. The effective date of this change will
be January 15, 1991.
Authorized By:
THE WINSBURY COMPANY LIMITED PARTNERSHIP
BY THE WINSBURY CORPORATION, General Partner
/s/ Xxxxxxx X. Xxxxxxxx DATE: 1-9-91
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Xxxxxxx X. Xxxxxxxx, Chairman
AMSOUTH BANK, N.A.
/s/ Xxxxxx X. Xxxxxxx, Xx. DATE: 2/1/91
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