Exhibit (e)(4)
FORM OF SELLING DEALER AGREEMENT
We at ALPS Distributors, Inc. ("we" or "ALPS") invite you, ( ), to make
available to your customers shares of the open-end investment companies, or the
separate series or classes of the open-end investment companies, in the State
Street Institutional Investment Trust (the "Funds"). We hereby authorize you to
offer shares of the Funds to your customers and acknowledge that you will act as
authorized agent for your customers in purchasing shares of the Funds from us,
subject, however, to all of the terms and conditions of this agreement, and to
our right, without notice, to suspend or terminate any offering of the shares of
the Funds. We may periodically change the list of Funds by giving you written
notice of the change. We are the principal underwriter for the Funds and, as
agent for the Funds, we offer to sell Fund shares to the accounts of customers
on whose behalf you are acting on the following terms and conditions:
1. Certain Defined Terms. As used in this Agreement, the term "Prospectus"
means the applicable prospectus for any particular Fund and the related
statement of additional information, whether in paper format or electronic
format, included in the then currently effective registration statement
(or post-effective amendment thereto) relating to such Fund, and any
information that we or the Fund may issue to you as a supplement to such
prospectus or statement of additional information (a "sticker"), all as
filed with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Act of 1933, as amended.
2. Purchases of Fund Shares for Sale to Customers.
(a) You agree that you are only authorized to offer shares to your
customers. You agree to offer Fund shares to your customers only at
the applicable public offering price, giving effect to cumulative or
quantity discounts or other purchase programs, plans or services
described in the applicable Prospectus. You agree to deliver or
cause to be delivered to each customer, at or prior to the time of
any purchase of shares from us, a copy of the then current
prospectus (including any stickers thereto) and, to each customer
who so requests, a copy of the then current statement of additional
information (including any stickers thereto).
(b) You agree that you will not buy or sell shares directly to or from
any customer.
(c) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for Fund
shares. All orders are subject to acceptance or rejection by us in
our sole discretion. We reserve the right in our discretion, and
without notice to you, to suspend sales or to withdraw the offering
of Fund shares, in whole or in part, or to make a limited offering
of Fund shares.
(d) The placing of orders with us will be governed by instructions that
we will periodically deliver to you. The purchase of Fund shares on
behalf of your customers must be in federal funds in accordance with
such instructions, and we must receive your payment on or before the
settlement date established in accordance with Rule 15c6-1 under the
Securities Exchange Act of 1934. If we do not receive such payment
on or before such settlement date, we may, without notice, cancel
the sale, or, at our option, sell the shares that you ordered on
behalf of your customers back to the issuing Fund, and we may hold
your customers responsible for any loss suffered by us or the
issuing Fund as a result of the failure to make payment as required.
(e) You will comply with all applicable state and federal laws and with
the rules and regulations of authorized regulatory agencies
thereunder. You will not offer shares of any Fund for sale unless
such shares are duly registered under the applicable state and
federal laws and the rules and regulations thereunder or otherwise
exempt from such registration requirements.
(f) Any transaction in Fund shares shall be effected and evidenced by
book-entry on the records maintained by the transfer agent of the
Funds. A confirmation statement evidencing transactions in Fund
shares will be transmitted to you by the transfer agent.
3. Account Options.
(a) You may appoint the transfer agent for the Funds as your agent to
execute customers' transactions in Fund shares in accordance with
the terms and provisions of any account, program, plan or service
established or used by your customers and to confirm each such
transaction to your customers on your behalf..
(b) You may instruct the transfer agent for the Funds to register shares
purchased in your name and account as nominee for your customers, in
which event all Prospectuses, proxy statements, periodic reports and
other printed material will be sent to you and all confirmations and
other communications to shareholders will be transmitted to you. You
shall be responsible for forwarding such printed material,
confirmations and communications, or the information contained
therein, to all customers for whom you hold such shares as nominee.
However, the transfer agent for the Funds or the Funds themselves
shall be responsible for the reasonable costs associated with your
forwarding such printed material, confirmations and communications
and shall reimburse you in full for such costs. You shall also be
responsible for complying with all reporting and tax withholding
requirements with respect to the customers for whose account you are
holding such shares. With respect to customers other than such
customers, you shall provide us with all information (including,
without limitation, certification of taxpayer identification numbers
and back-up withholding instructions) necessary or appropriate for
us to comply with legal and regulatory reporting requirements.
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(c) Accounts opened or maintained pursuant to the Networking system of
the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement
or other arrangement with us relating to Networking.
4. Your Compensation.
(a) Your concession, if any, on sales of Fund shares to your customers
will be as provided in the Prospectus or in the applicable schedule
of concessions issued by us and in effect at the time of our sale to
your customers. Upon written notice to you, we, or any Fund, may
change or discontinue any schedule of concessions, or issue a new
schedule.
(b) In the case of a Fund or class thereof which has adopted a
Distribution and Service Plan (a "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act"), we may
elect from time to time to make payments to you as provided under
such Plan. Any such payments shall be made in the amount and manner
set forth in the applicable schedule of distribution and service
payments issued by us and then in effect as set forth in the
Prospectus. Such schedule of distribution and service payments may
be discontinued or changed by us from time to time and shall be in
effect with respect to a Fund which has a Plan only so long as such
Fund's Plan remains in effect. In the case of a Fund or class
thereof that has no currently effective Plan, we may, to the extent
permitted by applicable law, elect to make payments to you from our
own funds.
(c) In the event that Rule 2830 of the National Association of
Securities Dealers (the "NASD") Conduct Rules precludes any Fund or
class thereof from imposing, or us from receiving, a sales charge
(as defined in that Rule) or any portion thereof, then you shall not
be entitled to any payments from us hereunder from the date that the
Fund or class thereof discontinues or is required to discontinue
imposition of some or all of its sales charges. If the Fund or class
thereof resumes imposition of some or all of its sales charge, you
will be entitled to payments hereunder on the same terms as the Fund
extends to us.
(d) After the effective date of any change in or discontinuance of any
schedule of concessions, distribution payments, or service payments,
or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you
only in accordance with such change, discontinuance, or termination.
You agree that you will have no claim against us or any Fund by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.
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(e) If, within seven business days after confirmation by us of any
original purchase order for shares of a Fund, such shares are
repurchased by the issuing Fund or by us for the account of such
Fund or are tendered for redemption by any of your customers, you
shall forthwith refund to us any distribution and service payments
made to you prior to such repurchase or redemption. You shall refund
to the Fund immediately upon receipt the amount of any dividends or
distributions paid to you as nominee for your customers with respect
to redeemed or repurchased Fund shares to the extent that the
proceeds of such redemption or repurchase may include the dividends
or distributions payable on such shares. You shall be notified by us
of such repurchase or redemption within ten days of such repurchase
or redemption. We hereby agree that delivery to the transfer agent
for the Funds is delivery to the Fund. In connection with all
purchase orders or the submission to you of tenders of shares in
connection with any offers by the Fund to repurchase shares, we
acknowledge that you are acting as agent for your customers and each
transaction is for the account of your customer and not for your own
account.
5. Status as Registered Broker/Dealer.
(a) You represent that you are and will remain a member in good standing
of the National Association of Securities Dealers, Inc. ("NASD"),
and agree to abide by all of its rules and regulations including its
Rules of Conduct. You further agree to comply with all applicable
state and federal laws and rules and regulations of regulatory
agencies having jurisdiction. Reference is hereby specifically made
to Section 2830 of the Conduct Rules of the NASD, which is
incorporated herein by reference. The termination of your membership
in the NASD or any breach of said Section 2830 will immediately and
automatically terminate this Agreement. You further represent that
you are qualified to act as a broker/dealer in the states where you
transact business.
(b) Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for
any Fund. Neither we nor the Funds shall be liable for any of your
acts or obligation as a dealer under this Agreement.
6. Information Relating to the Funds.
(a) No person is authorized to make any representations concerning Fund
shares except those contained in the relevant Prospectus for such
Fund. Upon your request, we will furnish you with a reasonable
number of copies of the Funds' current prospectuses or statements of
additional information or both (including any stickers thereto).
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(b) You may not use, without obtaining our prior written approval, any
sales literature or advertising material (including material
disseminated through radio, television or other electronic media)
concerning Fund shares, other than the relevant Prospectus for such
Fund or such printed information that is given to you by us. You
shall not distribute or make available to investors any printed
information furnished by us which is marked "FOR BROKER/DEALER USE
ONLY" or which otherwise indicates that it is confidential or not
intended to be distributed to investors.
7. Indemnification. Each party ("indemnifying party") will indemnify and hold
the other party ("indemnified party") harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of the indemnifying party,
its agents and employees, in carrying out its obligations under this
Agreement. Such indemnification will survive the termination of this
Agreement. In addition, we agree to indemnify you against any and all
claims, demands, liabilities and reasonable expenses (including attorneys'
fees) which you may incur arising from, related to or otherwise connected
with any untrue or alleged untrue statement of a material fact contained
in any Prospectus for the Funds, or as a result of or based upon any
omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading.
8. Term and Termination. This Agreement, with respect to any Fund, will
continue in effect for one year from its effective date, and thereafter
will continue automatically for successive annual periods; provided,
however, that such continuance is subject to termination at any time
without penalty if a majority of a Fund's Trustees who are not interested
persons of the Fund (as defined in the 1940 Act), or a majority of the
outstanding shares of the Fund, vote to terminate or not to continue a
Plan. This Agreement, other than with respect to a Plan, will continue in
effect from year to year after its effective date, unless terminated as
provided herein. Either party to this Agreement may terminate the
Agreement with or without cause by giving the other party at least thirty
(30) days prior written notice of its intention to terminate. This
Agreement will automatically terminate in the event of its assignment, as
defined in the Investment Company Act of 1940, as amended.
9. Amendment of Agreement. We may change or amend any provision of this
Agreement by giving you written notice of the change or amendment.
10. Arbitration. In the event of a dispute, such dispute shall be settled by
arbitration before arbitrators sitting in Denver, Colorado in accordance
with the NASD's Code of Arbitration Procedure in effect at the time of the
dispute. The arbitrators shall act by majority decision, and their award
may allocate attorneys' fees and arbitration costs between us. Their award
shall be final and binding between us, and such award may be entered as a
judgment in any court of competent jurisdiction.
11. Notices. All notices required or permitted to be given under this
Agreement shall be given
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in writing and delivered by personal delivery, by postage prepaid mail, or
by facsimile or a similar means of same day delivery (with a confirming
copy by mail). All notices to us shall be given or sent to us at our
offices located at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000,
Attn: General Counsel. All notices to you shall be given or sent to you at
the address specified by you below. Each of us may change the address to
which notices shall be sent by giving notice to the other party in
accordance with this paragraph.
12. Miscellaneous. This Agreement shall become effective as of the date when
it is accepted and dated below by us. This Agreement shall be construed in
accordance with the laws of the State of Colorado. The captions in this
Agreement are included for convenience of reference only and in no way
define or limit any of the provisions of this Agreement or otherwise
affect their construction or effect. This Agreement supersedes and cancels
any prior agreement between us, whether oral or written, relating to the
sale of shares of the Funds or any other subject covered by this
Agreement. Failure of either party to terminate this Agreement upon the
occurrence of any event set forth in this Agreement as a cause for
termination shall not constitute a waiver of the right to terminate this
Agreement at a later time on account of such occurrence. The termination
of this Agreement with respect to any one Fund will not cause its
termination with respect to any other Fund.
13. Anti-Money Laundering Program. You represent and warrant that you have
adopted an anti-money laundering program ("AML Program") that complies
with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any
future amendments (the "PATRIOT Act", and together with the Bank Secrecy
Act, the "Act"), the rules and regulations under the Act, and the rules,
regulations and regulatory guidance of the SEC, the NASD or any other
applicable self-regulatory organization (collectively, "AML Rules and
Regulations"). You further represent that your AML Program, at a minimum,
(a) designates a compliance officer to administer and oversee the AML
Program, (b) provides ongoing employee training, (c) includes an
independent audit function to test the effectiveness of the AML Program,
(d) establishes internal policies, procedures, and controls that are
tailored to your particular business, (e) will include a customer
identification program consistent with the rules under sec. 326 of the
Act, (f) provides for the filing of all necessary anti-money laundering
reports including, but not limited to, currency transaction reports and
suspicious activity reports, (g) provides for screening all new and
existing customers against the Office of Foreign Asset Control ("OFAC")
list and any other government list that is or becomes required under the
Act, and (h) allows for appropriate regulators to examine your AML books
and records.
14. Regulation S-P. In accordance with Regulation S-P, if non-public personal
information regarding shareholders is disclosed to either party in
connection with this Agreement, the party receiving such information will
not disclose or use that information other than as necessary to carry out
the purposes of this Agreement. Any privacy notice that you deliver to
your customers will comply with the Xxxxx-Xxxxx-Xxxxxx Act and Regulation
S-P, as each may be amended, and will notify customers that non-public
personal information may be provided to financial service providers such
as security broker-dealers or investment
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companies and as permitted by law.
Very truly yours,
Dated as of: _________________ ALPS DISTRIBUTORS, INC.
By: ________________________
Name: ______________________
Title: _____________________
ACCEPTED AND AGREED:
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Firm
By: __________________________
Name: ________________________
Title: _______________________
Address: _____________________
______________________________
_____________________________
NSCC Dealer # ________________ Fax Number: ____________________
NSCC Dealer Alpha Code _______ Date: __________________________
NSCC Clearing # ______________ Mutual Fund Coordinator/Primary
Contact:
Phone Number: ________________ _______________________________
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