EXHIBIT 99.(E)(2)
HOTCHKIS AND WILEY FUNDS
SELLING GROUP AGREEMENT
XXXXXXXX INC.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We are the exclusive distributor of the shares of capital stock of the
several portfolios (each, a "Fund" and collectively, the "Funds") of Hotchkis
and Wiley Funds (the "Company"), a Delaware business trust, pursuant to the
terms of a Distribution Agreement between us and the Company. The Company is an
open-end management investment company registered under the Investment Company
Act of 1940 ("the Act"), as amended, and the shares being offered to the public
are registered under the Securities Act of 1933 ("1933 Act"), as amended. We
invite you to participate in the distribution of the shares of beneficial
interest of certain of the Funds (as identified to you on Schedule 1, as such
Schedule may be revised from time to time) ("Shares") on the following terms:
1. You represent and warrant that you are either (a) a registered
broker or dealer pursuant to the Securities Exchange Act of 1934
("1934 Act"), and a member of the National Association of
Securities Dealers, Inc. (the "NASD"), and that you will maintain
such registration and membership and abide by the Conduct Rules,
the Constitution and By-Laws of the NASD and all other rules and
regulations that are now or may become applicable to you and your
activities hereunder; or (b) a bank exempt from registration as a
broker-dealer under the federal securities laws, and that you
will conduct your activities hereunder and otherwise in a manner
so as to remain exempt from such registration and in compliance
with the provisions of the Xxxxx-Xxxxxxxx Act and all other rules
and regulations that are now or may become applicable to you and
your activities hereunder. You agree that you will immediately
advise us in the event of your expulsion or suspension from the
NASD.
2. You represent and warrant that you are registered or qualified to
act as a broker or dealer (or are exempt from being required to
register or qualify as such) in the states or other jurisdictions
where you transact business. You agree that you will maintain
such registrations or qualifications in full force and effect
throughout the term of this Agreement (and if an exemption
becomes no longer available, to immediately so qualify or
register). You agree to comply with all applicable federal, state
and local laws, including, without limiting the generality of the
foregoing, the 1933 Act, the 1934 Act and the 1940 Act, and all
applicable rules or regulations thereunder. You agree to offer
and sell Shares only in the states and other jurisdictions in
which we have indicated that such offers and sales can be made
and in which you are qualified to so act. You further agree not
to offer or sell Shares outside the several states, territories
and possessions of the United States.
3. You agree to offer and sell Shares of the Funds to your customers
only at the applicable public offering price then in effect as
described in the respective Fund's then currently effective
prospectus, including any supplements or amendments thereto
(each, a "Prospectus"). You may establish and charge reasonable
service fees to your customers for processing exchange or
redemption orders for Shares, provided you provide written
disclosure of the fees to your customers.
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4. Purchase orders for Shares ("Purchase Orders") received from you
and accepted by us will be executed at the applicable public
offering price next determined after our receipt and acceptance
of such Purchase Order, in accordance with the Prospectuses. All
Purchase Orders must meet the applicable minimum initial and
subsequent investment requirements as described and set forth in
the Prospectuses. You agree to date and time stamp all orders
received by you and to promptly forward all Purchase Orders to us
or the Company's Transfer Agent in time for processing at the
public offering price next determined after receipt by you. You
agree that you will not withhold Purchase Orders or purchase
Shares in anticipation of receiving Purchase Orders from
customers. The procedures applicable to the handling of Purchase
Orders shall be subject to such instructions as may be issued by
us or the Company's Transfer Agent from time to time.
5. All Purchase Orders are subject to acceptance by us and
confirmation by the Company or its Transfer Agent. We reserve the
right in our sole discretion to reject any Purchase Order,
including contingent or conditional Purchase Orders, in whole or
in part. We also reserve the right in our discretion without
notice to you to suspend sales or withdraw the offering of
Shares, in whole or in part, or to cancel this Agreement.
6. You agree to purchase Shares only through us or from your
customers. Purchases through us shall be made only for the
purpose of covering Purchase Orders already received from your
customers or for your bona fide investment. Purchases from your
customers, if any, shall be at a price that is not less than the
applicable net asset value quoted by the Company at the time of
such purchase as determined in the manner set forth in the
Prospectuses. All transactions in Shares shall be subject to the
terms and provisions set forth in the Prospectuses.
7. Shares purchased hereunder will not be issued in certificated
form.
8. If a customer's account with a Fund is established without the
customer signing an Account Application, you represent that the
instructions relating to the registration and shareholder options
selected (whether on the Account Application, in some other
document or orally) are in accordance with the customer's
instructions, and you shall be responsible to the Company, its
Transfer Agent and us for any losses, claims, damages or expenses
resulting from acting upon such instructions.
9. If payment for Shares purchased hereunder is not received or made
within the applicable time period specified in the governing
Prospectus, or if you cancel any order at any time after our
acceptance of the Purchase Order, we reserve the right to cancel
the sale (or, at our option, to redeem the Shares), in which case
you shall be responsible to the Company, its Transfer Agent and
us for any losses, claims, damages or expenses resulting from
your failure to make payment or cancellation as aforesaid.
10. You have no authority whatsoever to act as agent for, partner of
or participant in a joint venture with the Company or us or any
other member of the Selling Group, and nothing in this Agreement
shall constitute either of us the agent of the other or shall
constitute you or the Company the agent of each other. In all
transactions in the Shares, you are acting as principal or as
agent for your customer and we are acting as agent for the
Company and not as principal. We are not responsible for the
issuance, form, validity, enforceability or value of the
Company's Shares.
11. No person is authorized to act for us or to make any
representations concerning the Company or its Shares except those
contained in the Prospectuses and the Statements of Additional
Information, and in sales literature issued by us supplemental to
the Prospectuses and Statements of Additional Information ("Sales
Literature"). In
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purchasing Shares through us, you shall rely solely upon the
representations contained in the Prospectuses, the Statements of
Additional Information and the Sales Literature. We will furnish
you, upon request, with a reasonable quantity of copies of the
Prospectuses, Statements of Additional Information, Sales
Literature and amendments and supplements thereto. You agree that
if and when we supply you with copies of any supplements to any
Prospectus, you will affix copies of such supplements to all such
Prospectuses in your possession, that thereafter you will
distribute such Prospectuses only with such supplements affixed,
and that you will present Purchase Orders only from persons who
have received Prospectuses with such supplements affixed. You
agree not to use Sales Literature in connection with the
solicitation of Purchase Orders unless accompanied or preceded by
the relevant Prospectus.
12. As compensation for distribution-related or account maintenance
services performed by you in connection with the distribution of
Shares of any of the Funds which have distribution plans in
effect under Rule 12b-1 under the 1940 Act that provide for
compensation for distribution-related or account maintenance
services, you may receive a periodic fee based upon a percentage
of the average daily net asset value of Shares of the respective
Funds attributable to you, in accordance with the applicable
Distribution Plans as disclosed in the governing Prospectus.
13. You agree to indemnify the Company, its Transfer Agent and us for
any losses, claims, damages or expenses arising out of or in
connection with any wrongful act or omission by you, your
representatives, agents or sub-agents not in accordance with this
Agreement, provided that such losses, claims, damages or expenses
were not caused by the indemnitees' willful misfeasance, bad
faith or gross negligence.
14. This Agreement shall become effective upon receipt by us of a
signed copy hereof, and shall cancel and supersede any and all
prior Selling Group Agreements or similar agreements or contracts
between us relating to the distribution of the Shares. Any
amendments to this Agreement shall be deemed accepted by you, and
will take effect with respect to, and on the date of, any orders
placed by you after the date set forth in any notice of amendment
sent by us to you. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Arkansas.
15. This Agreement may be terminated upon written notice by either
party at any time, and shall automatically terminate upon its
attempted assignment by you, whether by operation of law or
otherwise, or by us otherwise than by operation of law. We
reserve the right to cancel this Agreement at any time without
notice if any Shares are offered for sale by you at less than the
applicable public offering price as set forth in the
Prospectuses.
16. This Agreement is in all respects subject to statements regarding
the sale and repurchase or redemption of Shares made in the
Prospectuses, and to the NASD's Conduct Rules, which shall
control and override any provision to the contrary in this
Agreement.
17. All communications to us shall be sent to us by mail or by
confirmed telefacsimile at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxx, Xxxxxxxx 00000. Any notice to you shall be duly given if
sent by mail or by confirmed telefacsimile to you at your address
as set forth on the signature page hereof. Any party that changes
its address shall promptly notify the other party in accordance
with the terms of this paragraph.
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XXXXXXXX INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
The undersigned, on behalf of the below-named institution, accepts this
invitation to become a member of the Selling Group and agrees to abide by the
foregoing terms and conditions.
Name of Institution:
Dated:
Address:
Telephone:
Telefacsimile:
By: By:
------------------------------- -------------------------------
(Authorized Signature) (Authorized Signature)
Name: Name:
----------------------------- -----------------------------
Title: Title:
--------------------------- ----------------------------
Please execute this Agreement in duplicate and return one copy to
Xxxxxxxx Inc.
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SCHEDULE 1
HOTCHKIS AND WILEY FUNDS
Small Cap Value Fund
Class A
Class B
Class C
Class I
Mid-Cap Value Fund
Class A
Class B
Class C
Class I
Large Cap Value Fund
Class A
Class B
Class C
Class I
Equity Fund For Insurance Companies
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