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 three
separate series, FAM Value Fund, FAM Equity-Income Fund and FAM Small Cap 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 Financial Industry Regulatory
Authority (“FINRA”) and agree to maintain membership in FINRA. 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:
Name:
Title:
ACCEPTED:
Dealer’s Name
Address
By:
Name:
Title:
Dated:
, 2012
0000000.0.XXXXXXXX
