EXHIBIT 99.(e)(4)(2)
UMB DISTRIBUTION SERVICES, LLC
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
DEALER AGREEMENT FOR THE SALE OF SHARES
OF GIANT 5 FUNDS
Gentlemen:
We have entered into a Distribution Agreement with the Giant 5 Funds (the
"Trust"), a statutory trust registered as a management investment company under
the Investment Company Act of 1940 (the "1940 Act"), in connection with its two
separate series, and such other series as may be added to the Trust in the
future (collectively the "Funds"), pursuant to which we have been appointed
distributor of shares of the Funds.
This Dealer Agreement (the "Agreement") has been adopted pursuant to Rule 12b-1
under the 1940 Act by the Trust on behalf of the Funds under a Distribution Plan
(the "Plan") adopted pursuant to said Rule. This Agreement, being made between
UMB Distribution Services, LLC (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 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 shares of the Funds, you shall be entitled to a fee
periodically pursuant to the Plan.
2. In our discretion payment may be withheld with respect to the Subject Shares
purchased by you and redeemed or repurchased by the Fund within seven (7)
business days after the date of the confirmation of such purchase.
3. 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
services provided and the fees paid to you pursuant to this Agreement, including
but not limited to blue sky sales reports. 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.
4. Orders shall be placed either directly with the Funds' Transfer Agent in
accordance with such procedures as may be established by us or the Transfer
Agent, or with the Transfer Agent through the facilities of the National
Securities Clearing Corporation ("NSCC"), if available, in accordance with the
rules of the NSCC. In addition, all orders are subject to acceptance or
rejection by the Distributor or the relevant Fund in the sole discretion of
either. Purchase orders shall be subject to receipt by the Trust's Transfer
Agent of all required documents in proper form and to the minimum initial and
subsequent purchase requirements set forth in the Registration Statement.
5. Settlement of transactions shall be in accordance with such procedures as may
be established by us, the Transfer Agent or, if applicable, the rules of the
NSCC. If payment is not so received, we and the Funds reserve the right
forthwith to cancel the sale, or at the option of us or the Funds to sell the
Shares at the then prevailing net asset value, in which in either case you agree
to be responsible for any loss resulting to the Funds and/or to us from your
failure to make payments as aforesaid.
6. For all purposes of this Agreement you will be deemed to be an independent
contractor and neither you nor any of your employees or agents shall have any
authority to act in any matter or in any respect as agent for the Funds or for
the Distributor. 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. By your written acceptance of this
Agreement, you agree to and do release, indemnify and hold us harmless from and
against any and all liabilities, losses, claims, demands, charges, costs and
expenses (including reasonable attorneys fees) resulting from requests,
directions, actions or inactions of or by you or your officers, employees or
agents or the purchase, redemption, transfer or registration of shares of the
Funds (or orders relating to the same) by you or your clients, or from your
breach of any of the terms of this agreement. Notwithstanding anything herein to
the contrary, the foregoing indemnity and hold harmless agreement shall
indefinitely survive the termination of this Agreement.
7. We may enter into other similar agreements with any other person without your
consent.
8. 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, Section 2830 of the NASD
Conduct Rules, all of which are incorporated herein as if set forth in full. You
shall comply with all applicable laws including 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 or jurisdiction where (i) you are
not qualified to act as a dealer or (ii) the shares are not qualified for sale,
including under the Blue Sky laws and regulations for such state, except for
jurisdictions 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. We do not
assume any responsibility in connection with your registration under the laws of
the various states or jurisdictions or under federal law or your qualification
under any applicable law or regulation to offer or sell shares.
9. You agree to maintain all records required by law relating to transactions
involving the shares, and upon the request of us, or the Trust, promptly make
such of these records available to us or the Trust's administrator as are
requested. In addition you hereby agree to establish appropriate procedures and
reporting forms and/or mechanisms and schedules in conjunction with us and the
Trust's administrator, to enable the Trust to identify the location, type of,
and sales to all accounts opened and maintained by your customers or by you on
behalf of your customers.
10. You hereby certify that you are in compliance and will continue to comply
with all applicable anti-money laundering laws, regulations, rules and
government guidance and have in place a comprehensive anti-money laundering
compliance program that includes: internal policies, procedures and controls for
complying with the USA PATRIOT Act, a designated compliance officer, an ongoing
training program for appropriate employees and an independent audit function.
You also certify that you are in compliance and will continue to comply with the
economic sanctions programs administered by the U.S. Treasury Department's
Office of Foreign Asset Control ("OFAC") and have an OFAC compliance program in
place that satisfies all applicable laws and regulations. You acknowledge that,
because the Distributor will not have access to detailed information about your
customers who purchase Subject Shares, you will assume responsibility for
compliance with the foregoing laws and regulations in regard to such customers.
You hereby agree to notify the Distributor promptly whenever, (i) pursuant to
the provisions of your programs, indications of suspicious activity or OFAC
matches are detected in connection with the purchase, sale or exchange of
Subject Shares; or (ii) you receive any reports from any regulator(s) pertaining
to your compliance with the foregoing laws or regulations in connection with
your customers.
11. This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty, upon notice to the other party, by the
Distributor or the vote of a majority of the Trustees of such Fund who are not
interested persons of that Fund and have no direct or indirect financial
interest in the operation of the plan or any agreements relating to the Plan
(the "Independent Trustees") or by a vote of a majority of the Fund's
outstanding shares. It will be terminated, without notice, by any act which
terminates either the Distribution Agreement with us or the Plan, upon your
expulsion or suspension from the NASD, and in any event, it shall terminate
automatically in the event of its assignment as that term is defined in the 1940
Act. We may in our sole discretion modify or amend this Agreement upon written
notice to you of such modification or amendment, which shall be effective on the
date stated in such notice.
12. The provisions of the Plan and the Distribution Agreement, insofar as they
relate to our obligations, are incorporated herein by reference. This Agreement
shall become effective upon acceptance and execution by us. Unless sooner
terminated as provided herein, this Agreement 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 Independent 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.
13. This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, excluding the laws on conflicts of laws.
UMB DISTRIBUTION SERVICES, LLC
-------------------------------------- 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Name of Dealer (Please Print or Type)* Xxxxxxxxx, Xxxxxxxxx 00000
--------------------------------------
Address of Dealer
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By: By:
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Authorized Officer Authorized Officer
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Print Name Print Name
Date: Date:
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Phone:
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*NOTE: Please sign and return both copies of this Agreement to UMB Distribution
Services, LLC, Attention: Xxxxxx Xxxxxxxxx. Upon acceptance, one
countersigned copy will be returned to you for your files.
