DEALER ASSISTANCE AGREEMENT
FOR THE SALE OF ADVISOR CLASS SHARES OF THE FAM FUNDS
Ladies and Gentlemen:
We have entered into a Distribution Agreement with Xxxxxxxx Asset
Management Trust (the "Trust"), a Massachusetts business trust registered as a
management investment company under the Investment Company Act of 1940 (the
"1940 Act"), in connection with its two separate series, FAM Value Fund and FAM
Equity-Income Fund (the "Funds"), pursuant to which we have been appointed
distributor and exclusive agent for the sale of shares of the Funds.
This Dealer Assistance Agreement (the "Agreement") has been adopted
pursuant to Rule 12b-1 under the 1940 Act by the Trust on behalf of the Advisor
Class Shares of each of the Funds under a Service and Distribution Plan for
Advisor Class Shares (the "Plan") adopted pursuant to said Rule. This Agreement,
being made between Xxxxxxxx Securities, Inc. (the "Distributor") and the
undersigned authorized dealer, relates to the services to be provided by the
authorized dealer and for which it is entitled to receive payments pursuant to
the Plan.
1. To the extent that you provide distribution assistance and/or account
maintenance and personal services in accordance with the Plan and applicable
rules of the National Association of Securities Dealers, Inc. (the "NASD") to
those of your customers who may from time to time directly or beneficially own
Advisor Class Shares of the Funds, we shall pay you a fee periodically.
2. The fee paid with respect to each applicable Fund will be computed daily
and paid quarterly at an annual rate of up to 1.00% of the average net asset
value of the Advisor Class Shares of such Fund purchased or acquired (0.25% of
such amount being designated as a "service fee" as defined in the applicable
rules of the NASD), provided that such shares are owned of record at the close
of business on the last business day of the payment period by your firm as
nominee for your customers, or are owned on such date by those customers of your
firm whose records, as maintained by the Fund or its shareholder servicing
agent, designate your firm as the customers' dealer of record or holder of
record (the "Subject Shares").
3. We shall pay you the total of the fees calculated for each respective
Fund for any period with respect to which such calculations are made within 45
days after the close of such period.
4. We reserve the right to withhold payment with respect to the Subject
Shares purchased by you and redeemed or repurchased by the Fund or by us as
agent within seven (7) business days after the date of our confirmation of such
purchase. We reserve the right at any time to impose minimum fee payment
requirements before any periodic payments will be made to you hereunder.
5. You shall furnish us and the Funds with such information as shall
reasonably be requested either by the Trustees of the Funds or by us with
respect to the fees paid to you pursuant to this Agreement.
6. We shall furnish the Trustees of the Funds, for their review on a
quarterly basis, a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
7. Neither you nor any of your employees or agents are authorized to make
any representation concerning shares of the Funds except those contained in the
then current Prospectus for the Funds, and you shall have no authority to act as
agent for the Funds or for the Distributor.
8. We may enter into other similar agreements with any other person without
your consent.
9. You represent that you are a member of the NASD and agree to maintain
membership in the NASD. You agree to abide by all the rules and regulations of
the Securities and Exchange Commission and the NASD which are binding upon
underwriters and dealers in the distribution of the securities of open-end
investment companies, including without limitation, Rule 2830 of the NASD
Conduct Rules. You shall comply with all applicable state and Federal laws and
the rules and regulations of authorized regulatory agencies. You will not sell
or offer for sale shares of any Fund in any state where (i) you are not
qualified to act as a dealer or (ii) the shares are not qualified for sale under
the Blue Sky laws and regulations for such state, except for states in which
they are exempt from qualification. You agree to notify us immediately if your
license or registration to act as a broker-dealer is revoked or suspended by any
Federal, self-regulatory or state agency.
10. This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the Trustees of such
Fund who are not interested persons of that Fund (the "Non-interested Trustees")
or by a vote of a majority of a Fund's outstanding Advisor Class Shares, on
sixty (60) days' written notice. It will be terminated by any act which
terminates either the Distribution Agreement with us or the Service and
Distribution Plan, and in any event, it shall terminate automatically in the
event of its assignment as that term is defined in the 1940 Act.
11. The provisions of the Distribution Agreement, insofar as they relate to
the Plan, are incorporated herein by reference. This Agreement shall become
effective upon execution and delivery hereof and shall continue in full force
and effect as long as the continuance of the Plan and this related Agreement are
approved at least annually by a vote of the trustees, including a majority of
the Non-interested Trustees, cast in person at a meeting called for the purpose
of voting thereon. All communications to us should be sent to the address shown
on the first page of this Agreement. Any notice to you shall be duly given if
mailed or telegraphed to you at the address specified by you below.
12. This Agreement shall be construed in accordance with the laws of the
State of New York.
XXXXXXXX SECURITIES, INC.
By:
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Name:
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Title:
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ACCEPTED:
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Dealer's Name
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Address
By:
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Name:
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Title:
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Dated: , 200
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