DEALER SERVICE AGREEMENT
Between: and
Xxxxxx Retail Management
General Distributor of
The Xxxxxx Family of Mutual Funds
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
We are pleased to inform you that, pursuant to the terms of this Dealer
Service Agreement, we are authorized to pay you service fees in connection
with the accounts of your customers that hold shares of certain Xxxxxx Funds
listed in Schedule 1 that have adopted distribution plans pursuant to Rule
12b-1 (the "12b-1 Funds"). Payment of the service fees is subject to your
initial and continuing satisfaction of the following terms and conditions
which may be revised by us from time to time:
1. Qualification Requirements
(a) You have entered into a Sales Contract with us with respect to the
Xxxxxx Family of Mutual Funds (the "Xxxxxx Funds").
(b) You are the dealer of record for accounts in Xxxxxx Funds having an
aggregate average net asset value of at least the minimum amount set
forth in Schedule 2 (Dealer Firm Requirements) during the period for
which a service fee is to be paid. Xxxxxx Fund accounts are accounts in
any open-end Xxxxxx Fund, but excluding any accounts for your firm's own
retirement plans.
(c) One or more of your current employees must be the designated
registered representative(s) on accounts in Xxxxxx Funds having an
aggregate average net asset value of at least the minimum amount set
forth in Schedule 2 (Registered Representative Requirements) during the
period for which a service fee is to be paid.
(d) You will provide the following information and agree that we will be
entitled to rely on the accuracy of such information in updating our
records for determining the levels of service fees payable to you under
the terms of this Agreement. You understand that such payments will be
based solely on Xxxxxx'x records.
For each Xxxxxx Fund account registered in the name of one of your
customers, you will advise us, preferably by electronic means, before
the end of the second month in each calendar quarter, of the registered
representative's name, identification number, branch number, and
telephone number.
2. Service Fees
(a) If you meet the qualification requirements set forth above in
Paragraph 1, you will be paid a service fee on assets in the 12b-1 Funds
for which you are the dealer of record and which are serviced by a
registered representative of your firm meeting the Registered
Representative Requirements, if any, at the annual rates specified
(excluding any accounts for your firm's own retirement plans).
(b) You understand and agree that:
(i) all service fee payments are subject to the limitations contained in
each 12b-1 Fund's Distribution Plan, which may be varied or discontinued
at any time;
(ii) you shall waive the right to receive service fee payments to the
extent any 12b-1 Fund fails to make payments to us under its
distribution plan with us;
(iii) your failure to provide the services described in Paragraph 4
below as may be amended by us from time to time, or otherwise comply
with the terms of this Agreement, will render you ineligible to receive
service fees; and
(iv) failure of an assigned registered representative to provide
services required by this Agreement will render that representative's
accounts ineligible as accounts on which service fees are paid.
3. Payments and Communications to Registered Representatives
(a) You will pass through to your registered representatives a
significant share of the service fees paid to you pursuant to this
Agreement.
(b) You will assist us in distributing to your registered
representatives periodic statements which we will have prepared showing
the aggregate average net asset value of shares in Xxxxxx Funds with
which they are credited on our records.
4. Required Services
(a) You will assign one of your registered representatives to each
Xxxxxx Fund account on your records and reassign the Xxxxxx Fund account
should that representative leave your firm.
(b) You and your registered representatives will assist us and our
affiliates in providing the following services to shareholders of the
Xxxxxx Funds:
(i) Maintain regular contact with shareholders in assigned accounts and
assist in answering inquiries concerning the Xxxxxx Funds.
(ii) Assist in distributing sales and serviceliterature provided by us,
particularly to the beneficial owners of accounts registered in your
name (nominee name accounts).
(iii) Assist us and our affiliates in the establishment and maintenance
of shareholder accounts and records.
(iv) Assist shareholders in effecting administrative changes, such as
changing dividend options, account designations, address, automatic
investment programs or systematic investment plans.
(v) Assist in processing purchase and redemption transactions.
(vi) Provide any other information or services as the customer or we may
reasonably request.
(c) You will support our marketing efforts by granting reasonable
requests for visits to your offices by our wholesalers and by including
all Xxxxxx Funds on your "approved" list.
(d) Your compliance with the service requirements set forth in this
Agreement will be evaluated by us from time to time by surveying
shareholder satisfaction with service, by monitoring redemption levels
of shareholder accounts assigned to you and by such other methods as we
deem appropriate.
(e) The provisions of this Paragraph 4 may be amended by us from time to
time upon notice to you.
5. Amendment
This Agreement, including any Schedule hereto, shall be deemed amended
as provided in any written notice delivered by us to you.
6. Effective Period and Termination
The provisions of this Agreement shall remain in effect for not more than
one year from the date of its execution or adoption and thereafter for
successive annual periods only so long as such continuance is specifically
approved at least annually by the Trustees of each of the 12b-1 Funds in
conformity with Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). This Agreement shall automatically terminate in the event of
its assignment (as defined by the 1940 Act). In addition, this Agreement may
be terminated at any time, without the payment of any penalty, by either
party upon written notice delivered or mailed by registered mail, postage
prepaid, to the other party, or, as provided in Rule 12b-1 under the 1940
Act, by the Trustees of any 12b-1 Fund or by the vote of the holders of the
outstanding voting securities of any 12b-1 Fund.
7. Written Reports
Xxxxxx Retail Management shall provide the Trustees of each of the 12b-1
Funds, and such Trustees shall review at least quarterly, a written report
of the amounts paid to you under this Agreement and the purposes for which
such expenditures were made.
8. Miscellaneous
(a) All communications mailed to us should be sent to the address
listed below. Any notice to you shall be duly given if mailed or
delivered to you at the address specified by you below.
(b) The provisions of this Agreement shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts.
Very truly yours,
XXXXXX RETAIL MANAGEMENT
By: -----------------------------
Xxxxxxx X. Xxxxxxxx
Senior Managing Director and
Head of Retail Management
We accept and agree to the foregoing Agreement as of the date set forth
below.
Dealer: -----------------------------
By: -----------------------------
Authorized Signature, Title
-------------------------------------
-------------------------------------
Address
Dated: -----------------------------
Please return the signed Xxxxxx copy of this Agreement to Xxxxxx Retail
Management, X.X. Xxx 00000, Xxxxxxxxxx, XX 00000-0000.
Schedule 1: The 12b-1 Funds
Service fees will be paid on the following Xxxxxx Funds at the rates set
forth in the Prospectus of that Fund:
[See s:\boiler\newfunds\NF-67.doc for Xxxxxx funds list]
Schedule 2: Minimum Assets
Dealer Firm Requirements. The minimum aggregate average net asset value
of all accounts in Xxxxxx Funds specified by Paragraph 1(b) is $250,000.
We will review this requirement prior to the start of each year and
inform you of any changes.
Registered Representative Requirements. With respect to Paragraph 1(c),
there is no minimum asset qualification requirement in the Xxxxxx Funds
applicable to each of your representatives. We will review this
requirement prior to the start of each year and inform you of any
changes.
