XXXXX DISTRIBUTORS, LLC
DEALER AGREEMENT
This Agreement sets forth arrangements between XXXXX DISTRIBUTORS, LLC
("DD, LLC") and (BROKER / DEALER) ("Advisor") relating to the sale of shares of
mutual funds for which DD, LLC serves as the distributor and which are listed on
Exhibit A attached hereto ("Funds") to clients of the Advisor ("Clients") and
redemptions and other transactions in such shares (and services provided by DD,
LLC to the Advisor in connection therewith). Advisor is either: (i) a
broker/dealer member of the National Association of Securities Dealers, Inc.
("NASD"); or (ii) a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934 ("1934 Act").
1. Sales of Fund Shares. Any sales and redemptions of Fund shares for the
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account of Clients shall be conducted by the Advisor in compliance with
the terms and conditions of the Funds' prospectuses and statements of
additional information ("SAIs") in effect from time to time. DD, LLC
shall provide the Advisor with current copies of the Funds'
prospectuses and SAIs and any supplements thereto. From time to time,
DD, LLC may notify the Advisor of changes in the list of Funds to which
this Agreement relates by sending to the Advisor (by mail, or by
facsimile transmission followed by hard copy by mail) a revised Exhibit
A and the effective date of the change.
In accordance with the then current applicable prospectuses, shares of
certain Funds may be offered on a no-load basis ("No-Load Shares") and shares of
other Funds may be offered pursuant to a multi-class distribution system
("Multi-Class Shares") under which investors will have the choice of purchasing
Class A Shares, Class B Shares, Class C Shares, or Class Y Shares. With respect
to Class A Shares, orders for shares received from the Advisor and accepted by
DD, LLC will be at the public offering price applicable to each order, which
will include the applicable sales load. It shall be the responsibility of the
Advisor to inform DD, LLC if an order placed by Advisor for Class A Shares is
entitled to a reduced sales charge. With respect to No-Load Shares, Class B
Shares, Class C Shares and Money Market Fund Class A Shares, the Advisor will
offer and sell shares of the Funds only at their respective net asset values.
With respect to Class A Shares, the Advisor will be paid an appropriate
agency commission, on the basis set forth in the then current applicable
prospectus. Commissions will be paid to the Advisor semi-monthly with respect to
direct purchases and deducted from settlement with respect to all wire order
purchases. With respect to Class B and Class C Shares, DD, LLC, will pay
commissions to the Advisor on sales of such shares. Commissions will be paid to
the Advisor semi-monthly with respect to direct purchases and deducted from
settlement with respect to all wire order purchases.
The Advisor agrees not to share or rebate any portion of such
commissions or to otherwise grant any commissions, discounts, or other
allowances to any person who is not a broker or dealer actually engaged in the
investment banking or securities business or a bank as defined in Section
3(a)(6) of the Act. The Advisor will receive commissions, as indicated above, on
all purchase transactions in shareholder accounts (excluding reinvestment of any
dividends and distributions) for which the Advisor is designated as dealer of
record, except where we determine that any such purchase was made with the
proceeds of a redemption or repurchase of shares of the same Fund or another
Fund.
2. Redemption of Fund Shares. Redemptions of Class A Shares and No-Load
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Shares on behalf of the Advisor's Clients shall be at a price not less
than the net asset value which is next computed following receipt of
the request for such purchase and quoted by us, as principal
underwriter for each Fund. With respect to Class B and Class C Shares,
the Advisor agrees to pay such Clients the applicable net asset value
per share, less any CDSC that is applicable in accordance with the then
current applicable prospectus (and such CDSC shall be remitted to us).
DEALER AGREEMENT
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Nothing herein contained shall prevent the Advisor from selling any
shares for the account of the record holder, to DD, LLC or to the Fund at such
net asset value (less the appropriate CDSC, if any) in accordance with these
procedures and charging the Client a fair commission for handling the
transaction, as the Client's agent.
If any shares sold to the Clients of the Advisor under the terms of
this agreement are repurchased by the Fund, or are tendered for redemption,
within seven business days after the date of our confirmation of the original
purchase by the Clients of the Advisor, it is agreed that the Advisor shall
forfeit the right to any commission on such sales even though the shareholder
may be charged a CDSC by the Fund. DD, LLC will notify the Advisor of any such
repurchase or redemption within the next ten business days after the date on
which the certificate or written request for redemption is delivered to DD, LLC
or to the Fund and the Advisor shall forthwith refund to DD, LLC the full amount
of any concession or commission the Advisor received on such sale. DD, LLC
agrees, in the event of any such repurchase or redemption, to refund to the Fund
any commission retained on such sale and upon receipt from the Advisor of the
commissions paid to the Advisor to pay such commissions forthwith to the Fund.
3. Orders. Orders placed by the Advisor for the purchase or redemption of
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shares of the Funds for the account of Clients will be accepted only on
the terms and conditions set forth in the then current prospectuses of
the Funds. It shall be the responsibility of the Advisor to receive and
transmit orders on a timely basis in accordance with such prospectuses.
No "as of" orders shall be permitted. DD, LLC reserves the right to
cancel this agreement at any time without notice if any orders for the
purchase of shares of the Funds are executed by Advisor at other than
the then current offering price, as described in Paragraph 1 hereof.
All orders for the purchase of shares of the Funds are subject to
acceptance or rejection by DD, LLC in its sole discretion. DD, LLC
reserves the right to suspend sales or withdraw the offering of any
class of shares of any Fund without notice and at its sole discretion.
The Advisor shall receive confirmation of purchases and redemptions and
notice of any rejections, by telephone, wire, the National Securities
Clearing Corporation ("NSCC"), or through any other mutually acceptable
telecommunication or computer facilities. Conditional orders for the
purchase or redemption of shares will not be accepted. The Advisor
shall be responsible for the payment of the purchase price for Fund
shares for which the Advisor has placed orders. If payment is not
received by the settlement date, the sale may be canceled without any
responsibility or liability on the part of DD, LLC or the Fund and the
Advisor shall be responsible for any loss, including loss of profit,
suffered by the Fund from the Advisor's failure to make such payment,
or, at DD, LLC's option, such shares may be sold back to the Fund, in
which case the Advisor may be held responsible for any loss, including
loss of profit, suffered by DD, LLC as a result of Advisor's failure to
make such payment.
4. Client Accounts. The Client will have full beneficial ownership of the
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Fund shares. Shares will, however, be registered in the name of the
Advisor or its nominee, pursuant to instructions for registration
received from the Advisor from time to time. The Advisor assumes full
responsibility for the timely delivery to the Client of then-current
prospectuses of the Funds and confirmations for the purchase and
redemption of shares of the Funds, as well as all other documentation
sent by the Funds to the registered owners, including, without
limitation, semi-annual and annual reports to shareholders, proxy
materials and tax notices. Upon request of a Client, the Advisor shall
deliver to such Client the SAIs of any Funds. If a Client account is
established without signature by the Client on the Application form
then currently in use by DD, LLC for the Funds, the Advisor represents
that the instructions received from the Advisor relating to
registration (including, without limitation, the Client's tax
identification number, any tax withholding information and any
information required from time to time by the NASD and the selection of
options and privileges) are in accordance with the Client's
instructions and the Advisor shall indemnify the Funds, the Funds'
Transfer Agent and DD, LLC for any loss, expense, costs, or claims
(including legal fees) resulting from acting upon such instructions.
DEALER AGREEMENT
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5. Compliance With Applicable Laws, Rules and Regulations. The Advisor
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warrants, represents and covenants that it and all its agents and
employees shall comply with (a) all applicable federal and state laws
in conducting its and their activities including, without limitation,
federal and state securities laws, (b) all rules, regulations and
interpretations by governmental and regulatory bodies and
self-regulatory organizations having jurisdiction, including, without
limitation, the NASD, (c) all rules, regulations and procedures of the
NSCC (subject to any limitations contained herein) if and to the extent
that the Advisor uses NSCC for effecting purchases and redemptions of
Fund shares through NSCC and (d) all federal and state banking laws, if
applicable.
6. Authority. The Advisor warrants, represents and covenants that it has
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full authority to act on behalf of Clients in the manner contemplated
by this Agreement and each time Advisor so acts it shall be deemed to
have restated such warranty, representation and covenant. The Advisor
shall promptly notify DD, LLC in writing in the event that it ceases to
have such authority. Nothing in this Agreement constitutes the
appointment of the Advisor or its agents or employees as an agent of
the Funds or DD, LLC. Advisor shall act solely as agent for its clients
in connection with all transactions hereunder.
7. Representations. In placing orders for the purchase of shares of the
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Funds, the Advisor shall rely solely and conclusively on the
representations contained in the then current prospectuses and SAIs of
the Funds and in such supplemental information as is furnished in
writing to the Advisor by DD, LLC, additional copies of which are and
will be, available from DD, LLC upon request. No person is authorized
to make any representation relating to the shares of the Funds, whether
oral, in writing or otherwise, except those contained in the then
current prospectuses and SAIs and in such supplemental information as
is furnished in writing to the Advisor by DD, LLC from time to time.
The Advisor agrees not to use other advertising and sales materials
relating to the Funds unless the Advisor has applied for and obtained
pre-clearance of such material from the NASD and with any other
regulatory or self-regulatory body having jurisdiction and such
material has also been approved in writing by DD, LLC in advance of
such use. The Advisor shall indemnify DD, LLC and the Funds and all
directors, trustees, officers and employees of each of them for any
loss, expense, costs, or claims (including legal fees) arising out of
any unauthorized representations by it, its agents, or employees, in
written materials or otherwise.
8. Exchanges. The Advisor may from time to time instruct DD, LLC by
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telephone, electronically, or in writing to effect exchange
transactions for one or more Clients either separately or concurrently;
provided, that the Advisor is responsible for ascertaining that all of
such Clients' accounts for which it seeks to effect any exchange
transactions are eligible for exchange transactions. Any instructions
to effect a separate or concurrent exchange transaction shall
immediately be confirmed by the Advisor in writing (which shall be sent
to DD, LLC by facsimile transmission before the close of business on
the same day, followed by hard copy by mail). Such transactions shall
be subject to all terms and conditions of the Funds' prospectuses in
effect from time to time. The Advisor shall indemnify and hold harmless
DD, LLC and the Funds and all directors, trustees, officers and
employees of each of them from any loss, expense, costs, or claims
(including legal fees) arising out of such exchange transactions.
9. Suitability. The Advisor agrees that in making recommendations to its
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Clients with respect to the purchase, sale, or exchange of any shares
of the Funds, the Advisor will comply with all requirements of Section
2 of Article III of the NASD Rules of Fair Practice, as such
requirements may be amended from time to time. In addition, with
respect to any Fund with Multi-class shares, the Advisor agrees to
comply with the compliance standards set forth below and as set forth
from time to time in the then current applicable prospectus, which are
designed to protect Clients so that they do not make choices as between
the classes which are unfavorable to them:
a. The Advisor will advise Clients of the expense impact of the
various classes based upon the Client's expected holding
period with respect to the shares. For example, Class A
DEALER AGREEMENT
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Shares may be more appropriate for the long-term investor who
can incur a sales charge once rather than pay a 12b-1 fee for
an extended period. Class B Shares and Class C Shares may be
more appropriate for the shorter term investor.
b. The Advisor agrees to advise customers who are choosing
between Class B and Class C Shares that, because of the
conversion feature of the Class B Shares (which places a time
limit on the period during which the higher Rule 12b-1 fees
are incurred), it may be more appropriate for a long-term
investor to purchase Class B Shares; however, for a short-term
investor, it may be more appropriate to purchase Class C
Shares since there is no front-end sales charge or CDSC beyond
one year.
c. The Advisor will not sell Class B Shares or Class C Shares to
any investor for whom it would be more advantageous to sell
Class A shares due to the volume discounts and rights of
accumulation associated with such Class A Shares (i.e.,
certain large investors) and in no event will the Advisor
accept any purchase of Class B shares in the amount of
$250,000 or more per investor, or in such other amount as may
from time to time be set forth in the then current applicable
prospectus.
10. Modification and Termination; Governing Law; Assignment. This agreement
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may be amended by DD, LLC at any time upon written notice to Advisor
and Advisor's placing any order after the effective date of any such
amendment shall constitute acceptance thereof by the Advisor. This
agreement may be terminated by either party on thirty (30) days' prior
written notice. DD, LLC may immediately terminate this agreement for
cause upon written notice to the Advisor. This Agreement shall be
interpreted in accordance with the laws of the State of Arizona. The
Advisor may not assign any of its rights, duties, or obligations
without the prior written consent of DD, LLC and no waiver of any
provision of this Agreement on any particular occasion shall be deemed
a waiver of such provision on any subsequent occasion. This Agreement
is intended to benefit and may be relied upon by the Funds.
11. Indemnification. The Advisor shall indemnify the Funds and DD, LLC and
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the directors, trustees, officers and employees of each, for any loss,
expense, costs, or claims (including legal fees) resulting from acting
upon (a) instructions set forth on applications, (b) any unauthorized
representations by it, its agents, or employees, (c) failure of the
Advisor, its agents and employees to comply with all applicable laws,
regulations and procedures in accordance with Section 5 hereof, (d)
breach by the Advisor of the representations and warranties set forth
in Section 6 hereof, (e) exchange transactions effected pursuant to
Section 8 hereof and (f) orders to purchase or redeem submitted by
telephonic, telex, or telegraphic means if such order is erroneous or
not authentic. The indemnification provided by the Advisor in
Paragraphs 4, 7, 8 and 11 hereof shall cover only direct losses,
expenses, costs and claims and reasonable legal fees; and in no event
shall the Advisor be responsible or liable for any indirect special
consequential or punitive damages, even if the Advisor is aware of the
potential for such damages.
XXXXX DISTRIBUTORS, LLC
By:
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Date
Address: 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
DEALER AGREEMENT
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(BROKER/DEALER)
Address:
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By:
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Authorized Signature Date
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Print Name of Authorized Signatory
DEALER AGREEMENT
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EXHIBIT "A"
FUNDS UNDERWRITTEN BY XXXXX DISTRIBUTORS, LLC
No-Load Shares
Selected American Shares, Inc.
Selected Special Shares, Inc.
Selected Capital Preservation Trust:
U.S. Government Income Fund
Daily Government Fund
Multi-Class Shares
Xxxxx New York Venture Fund Class X, X, X xxx X
Xxxxx Xxxxxx Xxxxxxxxxxx Fund Class A, B, C and Y
Xxxxx Government Bond Fund Class A, B, C and Y
Xxxxx Government Money Market Fund Class A, B, C and Y
Xxxxx Financial Fund Class A, B, C and Y
Xxxxx Convertible Securities Fund Class X, X, X xxx X
Xxxxx Xxxx Xxxxxx Fund Class A, B, C and Y
Xxxxx International Total Return Fund Class A, B, C and Y
Xxxxx Growth & Income Fund Class A, B, C and Y
DEALER AGREEMENT
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