Exhibit 6b
XXXXX SECURITIES CORP.
000 XXXXX XXXXXX
XXX XXXX, XX 00000
000-000-0000
SELLING GROUP AGREEMENT
As principal underwriter of the shares (the "Shares") of Xxxxx Series
Trust and Euclid Mutual Funds (each a "Trust", collectively the "Trusts"), we
invite you to join a selling group for the distribution of the Shares. As
exclusive agent of the Trusts, we offer to sell you Shares on the following
terms:
1. Orders received from you will be accepted only at the offering price
applicable to each order, as described in a Trust's then-current prospectus (the
"Prospectus"). Acceptance of orders shall be subject to all provisions of the
Prospectus, including the applicable minimum and the Trust's right to decline to
accept any order, and to the terms and conditions set forth herein. No
conditional orders will be accepted. As distributor of the Shares of the Trust,
we shall have full authority to take such action as we may deem advisable in
respect of all matters pertaining to the distribution of its Shares. The
procedures relating to the handling of orders shall be subject to instructions
that we shall forward to you from time to time.
2. Each series of each Trust currently issues multiple classes of Shares.
Each series of each Trust currently offers the same classes of Shares except for
Xxxxx Cash Fund, a money market series of Xxxxx Series Trust, which offers Class
M Shares in addition to the other classes of Shares offered. In the future a
Trust may create additional classes of Shares. The Trust's prospectus will be
revised to reflect the creation of any such additional classes. This Agreement
is applicable to the distribution of any Shares, whether of a class currently
issued or issued in the future. The creation of any class of Shares in the
future will not affect the terms of this Agreement with respect to any existing
class of Shares, and will not constitute an amendment or modification to this
Agreement. The sales charges and dealer concessions applicable to sales of
Shares by you which are accepted by us shall be as set forth in each Trust's
Prospectus. For the payment of asset based sales charges and service fees, as
set forth in the Prospectus and in accordance with any distribution plan or
plans adopted by the Board of Trustees of a Trust pursuant to Rule 12b-1 under
the Investment Company Act of 1940 with respect to any class of Shares of any
series of the Trust, you will assist us in providing services to customers who
may, from time to time, directly or beneficially own shares of the Trust,
including but not limited to, distributing prospectuses and sales literature,
answering routine customer inquiries regarding the Trust, assisting customers in
effecting administrative changes, such as, changing dividend options, account
designations and addresses, assisting in the establishment and maintenance of
customer accounts and records and in the processing of purchase and redemption
transactions, investing dividends and capital gains distributions automatically
in Shares and providing such other information and services as the Trust or
customer may reasonably request. In accordance with Xxxxx Series Trust's
Distribution Sharing Plan for the Class M Shares of the Xxxxx Cash Fund adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, and
related Service Agreements, to the extent that you have entered into a Service
Agreement for distribution, promotion, and administration of and/or servicing
investors in the Class M Shares, you will be paid Service Payments, as set forth
in Xxxxx Series Trust's Prospectus describing Xxxxx Cash Fund Class M Shares.
3. You understand that all fees and concessions relating to the Shares,
including any Rule 12b-1 fees applicable to any class of Shares, shall be
payable to you only if and to the extent that such fees and/or concessions are
actually received by us from a Trust. Any sales commission or concession shall
be payable only upon the Trust's receipt of the full public offering price of
the related purchase of shares. We reserve the right at any time without notice
to modify, suspend, or terminate such payments hereunder. All such payments
shall be subject to our continued authority to distribute a Trust's Shares and
its authority to terminate or modify its distribution arrangements with us.
4. You shall have the option of placing orders for Shares through State
Street Bank and Trust Company (the "Transfer Agent") or the National Securities
Clearing Corporation ("NSCC"). Payment for Shares shall be made to the Transfer
Agent on or before the settlement date specified in the applicable confirmation,
and each Trust reserves the right to delay transfer of Shares until the check in
payment for such Shares has cleared. If such payment is not received, we reserve
the right, without notice, forthwith to cancel the sale or, at our option, to
resell the Shares on your behalf to the Trust at the prevailing repurchase
price. In this event or in the event you cancel the trade for any reason, you
agree to be responsible for any loss, expense, liability or damage resulting to
the Trust or us or our designated agent from your failure to make payment as
aforesaid. You shall not be entitled to any benefit, whether by offset or
otherwise, resulting from any increase in the asset value of Shares, payment for
which has not been received by us.
5. By accepting this Agreement you agree that:
a. You will order Shares only from us and our designated agents. All
such purchases shall be made only to cover purchase orders already received from
your customers or for your own bona fide investment.
b. You will not withhold placing orders received from your customers
so as to profit yourself as a result of such withholding, and you will place
orders for purchases and redemptions promptly upon receipt from your customers.
6. By opening an omnibus account for any class of Shares, you thereby
represent, warrant and covenant that you will accurately perform the necessary
subaccounting functions, including properly computing and remitting applicable
sales charges and conversions of one class of Shares to
another under the terms of the applicable Prospectus and will deliver all
required prospectuses, shareholder reports and proxy materials.
7. If any of the Shares sold through you hereunder are redeemed by a Trust
or repurchased by us as agent for a Trust within seven business days after
confirmation of the original purchase, it is agreed that you shall forfeit your
right to the entire dealer concession received by you on such Shares. We will
notify you of any such repurchase or redemption within ten business days from
the date thereof and you shall forthwith refund to us the entire amount of all
concessions received by you on such sale. We agree, in the event of any such
repurchase or redemption, to refund to the Trust our share of the sales charge
retained by us, if any, and upon receipt from you of the refund of the
concession allowed to you, to pay such refund forthwith to the Trust.
8. No person is authorized to make any representations concerning the
Shares except those contained in the Prospectus and Statement of Additional
Information of a Trust and in sales literature issued by us supplemental to such
Prospectus and Statement of Additional Information. We will furnish additional
copies of the Trust's Prospectus and any sales literature and other information
issued by us or the Trust in reasonable quantities upon request. If you wish to
use your own advertising material such as mailers, brochures, prospecting
letter, etc. with respect to the availability of Shares of the Trust, all such
advertising must be submitted to us for review and approval prior to use. You
shall be
responsible for filing and obtaining any approvals of such advertising as may be
required by applicable law or regulation.
9. In all sales of Shares to the public you shall act as dealer for your
own account, and in no transaction shall you have any authority to act as agent
for a Trust, for us or for any other member of the Selling Group. You are
responsible for your own conduct, for the employment, control and conduct of
your employees and agents, for injury to such employees or agents or to others
through such employees or agents, and for thorough and prior training of such
employees or agents concerning the selling methods to be used in connection with
the offer and sale of Shares, giving special emphasis to the principles of full
and fair disclosure to prospective investors. You assume full responsibility for
your employees and agents under applicable laws and agree to pay all employer
taxes relating thereto.
10. This Agreement is conditioned upon your representation and warranty
that you (i) are a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD") and are registered as a broker-dealer
under the Securities Exchange Act of 1934, or that you are a foreign
broker-dealer not eligible for membership in the NASD and agree to comply with
its Conduct Rules, including specifically Rule 2830 thereof applicable to
investment company securities; (ii) are qualified to act as a dealer in each
jurisdiction in which you will offer shares of the Trust; and (iii) will
maintain such registrations, qualifications and memberships throughout the term
of this Agreement. You shall comply with all applicable federal law, the laws of
each jurisdiction in which you will offer Shares of a Trust and the rules and
regulations of the NASD and any self-regulatory organization to which you, the
Trust or we are subject. You will provide immediate notice to us if you become
the subject of any order of expulsion or suspension. Expulsion from the NASD
will automatically terminate this Agreement. You shall not be entitled to any
compensation during any period in which you have been suspended or for any
period following your expulsion from membership in the NASD. You further agree
that you will not make available Shares of a Trust in any state or other
jurisdiction in which such Shares may not be lawfully offered for sale. You
shall promptly answer all written complaints received by you relating to Shares
or any account in a Trust and forward copies of such complaints and your
responses to Xxxxx Securities Corp., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attn: Office of the President.
11. You agree to indemnify, defend and hold us and our several officers
and directors and each Trust and its several officers and trustees and any
person who controls us and/or the Trust within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and against any and
all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims and any counsel fees incurred or in
connection therewith) which we or our several officers and directors, and any
such controlling person, as aforesaid, may incur arising out of or based upon
(i) any breach of any representation, warranty or covenant made by you herein,
(ii) any failure by you to perform your obligations as set forth herein, (iii)
your action or inaction relating to any duties, functions, procedures or
responsibilities undertaken by you pursuant to your use of NSCC, including that
which may arise out of the malfunction of programs, systems and equipment, or
(iv) any violation by you of any law, rule or regulation, which violation may
result in liability to us or to the Trust. In the event that we or a Trust
determine to refund any amounts paid by an investor by reason of your breach,
failure or violation, you shall return to us or the Trust any fees previously
paid to you with respect to the transaction for which the refund is being made.
This section shall survive termination of this Agreement.
12. This Agreement shall become effective when accepted by you below. We
and each Trust reserve the right, in our discretion upon notice to you, to
amend, modify or terminate this Agreement at any time or to suspend sales or
withdraw the offering of Shares of a Trust entirely or to change the fees
payable hereunder. You may, upon notice to us, terminate this Agreement at any
time.
Orders received following notice to you of any amendment or modification to this
Agreement shall be deemed to be a confirmation of your acceptance of such
amendment or modification.
13. This Agreement is not assignable or transferable, except that we may
assign or transfer this Agreement to any successor which becomes principal
underwriter of a Trust.
14. All communications to us should be sent to: Xxxxx Securities Corp.,
31st Floor, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any notice to you shall
be duly given if mailed to you at the address specified by you below. This
Agreement shall be construed under the laws of the State of New York."
Please confirm your acceptance by executing both copies of this Agreement
and returning one of the originals to us for our files.
XXXXX SECURITIES CORP.
(Distributor)
By:___________________________________
Xxxxxxxxx Xxxxx
First Vice President
ACCEPTED:
___________________________________
(Selling Group Member)
By:________________________________
Title:_____________________________
___________________________________
(Address)
___________________________________
(City) (State) (Zip Code)
DATED:_____________________________
