FORESIDE FUND SERVICES, LLC
MUTUAL FUND SALES AND SERVICE AGREEMENT
_____________, 2007
Dear Securities Dealer:
Foreside Fund Services, LLC (the "Distributor") invites you (the
"Dealer") to participate in the distribution of the shares of the registered
open-end investment companies or series thereof listed in Appendix A hereto (the
"Funds") for which Distributor serves as principal underwriter, subject to the
terms of this Agreement. Distributor will notify Dealer from time to time of the
Funds which are eligible for distribution and the terms of compensation under
this Agreement (or, if more recently published, the Funds' current prospectus).
1. LICENSING. Both parties represent that they are members in good
standing of the National Association of Securities Dealers, Inc. ("NASD") and
both parties agree to abide by the NASD Conduct Rules. Both parties represent
that they are qualified to act as a broker-dealer in the states or other
jurisdictions where they transact business, and agree to maintain such
registrations, qualifications and membership in good standing in full force and
effect throughout the term of this Agreement. Dealer agrees that termination or
suspension of such membership with the NASD, or of its license to do business by
any state or federal regulatory agency, at any time, shall terminate or suspend
this Agreement forthwith and shall require Dealer to notify Distributor in
writing of such action. This Agreement is in all respects subject to Rule 2830
of the Conduct Rules of the NASD which shall control any provision to the
contrary in this Agreement.
2. SALES OF FUND SHARES. Dealer may offer and sell shares of each Fund
only at the public offering price applicable to the shares in effect at the time
of each transaction. The processing of Fund orders are subject to the terms of
the then current prospectus and statement of additional information of the Fund
(collectively, the "prospectus"), the then current new account application for
the Fund, and our written instructions which may be issued from time to time.
This Agreement is not exclusive, and either party may enter into similar
agreements with third parties.
3. GENERAL DUTIES OF DEALER
Dealer agrees:
(a) To act as principal, or as agent on behalf of your customers, in
all transactions in shares of the Funds except as provided in Section 4 hereof.
Dealer shall not have any authority to act as agent for the issuer (the Funds),
for Distributor, or for any other dealer in any respect, nor will Dealer
represent to any third party that Dealer has such authority or is acting in such
capacity.
(b) To purchase shares of the Funds only from Distributor.
(c) To enter orders for the purchase of shares made through Dealer and
to furnish Distributor with copies of such records upon reasonable request.
(d) To purchase shares from Distributor only for the purpose of
covering purchase orders already received or for your own bonafide investment.
(e) To maintain records of all sales and redemptions of shares made
through Dealer and to furnish Distributor with copies of such records upon
reasonable request.
(f) To distribute prospectuses and reports to your customers in
compliance with applicable legal requirements, except to the extent that
Distributor expressly undertakes to do so on your behalf.
(g) That Dealer will not withhold placing customers' orders for shares
so as to profit itself as a result of such withholding or place orders for
shares in amounts just below the point at which sales charges are reduced so as
to benefit from a higher sales charge applicable to an amount below the
breakpoint.
(h) That Dealer will not purchase any shares from its customers at
prices lower than the redemption or repurchase prices then quoted by the Fund.
Dealer shall, however, be permitted to sell shares for the account of its record
owners to the Fund at the repurchase prices currently established for such
shares and may charge the owner a fair commission for handling the transaction.
(i) That if any shares confirmed to Dealer hereunder are repurchased or
redeemed by any of the Funds within seven business days after such confirmation
of Dealer's original order, Dealer shall refund to Distributor the full
concession allowed to Dealer on such orders. Distributor shall pay to the
appropriate Fund our share, if any, of the "charge" on the original sale and
shall also pay to such Fund the refund from Dealer as herein provided.
Distributor shall notify Dealer of such repurchase or redemption within a
reasonable time after settlement. Termination or cancellation of this Agreement
shall not relieve Dealer or Distributor from the requirements of this
subparagraph.
(j) That if payment for the shares purchased is not received within the
time customary or the time required by law for such payment, the sale may be
canceled without any responsibility or liability on Distributor's part or on the
part of the Funds, or at Distributor's option, Distributor may sell the shares
which Dealer ordered back to the Funds, in which latter case Distributor may
hold Dealer responsible for any loss to the Funds or loss of profit suffered by
Distributor resulting from Dealer's failure to make payment. Distributor shall
have no liability for any check or other item returned unpaid to Dealer after
Dealer has paid Distributor on behalf of a purchaser. Distributor may refuse to
liquidate the investment unless Distributor receives the purchaser's signed
authorization for the liquidation.
(k) That Dealer shall assume responsibility for any loss to the Funds
caused by a correction made subsequent to trade date, provided such correction
was not based on any error, omission or negligence on our part, and that Dealer
will immediately pay such loss to the Funds upon notification.
(l) That if on a redemption which Dealer has ordered, instructions in
proper form, including outstanding certificates, are not received within the
time customary or the time required by law, the redemption may be canceled
without any responsibility or liability on our part or on the part of any Fund,
or at our option, Distributor may buy the shares redeemed on behalf of the Fund,
in which latter case Distributor may hold Dealer responsible for any loss to the
Fund or loss of profit suffered by Distributor resulting from Dealer's failure
to settle the redemption.
(m) That Dealer has implemented and will maintain effective internal
procedures and controls with respect to the transmission and communication of
orders for Fund transactions that are reasonably designed to prevent or detect
on a timely basis your customer's orders received after the NYSE market close
from being aggregated with orders received before the NYSE market close, and to
minimize errors that could result in the late transmission of orders to the
Funds. Dealer separately represents that it will comply with all rules and
regulations of the SEC, NASD and, if applicable, NSCC with respect to the
receipt and transmission of your customer's orders.
4. DUTIES OF DEALER - RETIREMENT ACCOUNTS. In connection with orders
for the purchase of shares on behalf of an individual retirement account,
self-employed retirement plan or other retirement accounts, Dealer shall act as
agent for the custodian or trustee of such account or plan (solely with respect
to the time of receipt of the application and payments), and Dealer shall not
place such an order until Dealer has received from the account or plan payment
for the purchase and, if the purchase represents the initial contribution to the
account or plan, the completed documents necessary to establish the account or
plan. Dealer agrees to indemnify Distributor, the Fund and the Fund's transfer
agent, as applicable, for any claim, loss, or liability resulting from incorrect
investment instructions received from Dealer with respect to any such account or
plan which cause a tax liability or other tax penalty.
5. CONDITIONAL ORDERS; CERTIFICATES. Distributor will not accept from
Dealer any conditional orders for shares of any Fund. Delivery of certificates
for shares purchased shall be made by the Funds only against constructive
2
receipt of the purchase price, subject to deduction for Dealer's concession and
our portion of the sales charge, if any, on such sale. No stock certificates for
shares of any Fund will be issued unless specifically requested.
6. DEALER COMPENSATION
(a) On each purchase of shares by Dealer from Distributor, the total
sales charges and your dealer concessions (if any) shall be as stated in each
Fund's then current prospectus, subject to NASD rules and applicable state and
federal laws. See also Appendix B. Such sales charges and dealer concessions are
subject to reductions under a variety of circumstances as described in the
Funds' prospectuses. For an investor to obtain these reductions, Distributor or
the Fund must be notified at the time of the sale that the sale qualifies for
the reduced charge. If Dealer fails to notify Distributor or the Fund of the
applicability of a reduction in the sales charge at the time the trade is
placed, neither Distributor nor any of the Funds will be liable for amounts
necessary to reimburse any investor for the reduction which should have been
effected. There is no sales charge on the reinvestment of dividends.
(b) In accordance with the Funds' prospectuses, Distributor or our
affiliates may, but are not obligated to, make payments to dealers from our own
resources as compensation for certain sales which are made at net asset value
and are not subject to any contingent deferred sales charges ("Qualifying
Sales"). If Dealer notifies Distributor of a Qualifying Sale, Distributor may
make a contingent advance payment up to the maximum amount available for payment
on the sale. Distributor reserves the right to withhold advances to any dealer,
if for any reason Distributor believes that Distributor may not be able to
recover unearned advances from such dealer. In addition, dealers will generally
be required to enter into a supplemental agreement with Distributor with respect
to such compensation and the repayment obligation prior to receiving any
payments.
7. REDEMPTIONS. Redemptions or repurchases of shares will be made at
the net asset value of such shares, less any applicable deferred sales or
redemption charges, in accordance with the applicable prospectus.
8. EXCHANGES. Telephone exchange orders will be effective only for
shares in plan balance (uncertificated shares) or for which share certificates
have been previously deposited and may be subject to any fees or other
restrictions set forth in the applicable prospectuses. Dealer may charge the
shareholder a fair commission for handling an exchange transaction. Exchanges
from a Fund sold with no sales charge to a Fund which carries a sales charge,
and exchanges from a Fund of shares sold with a sales charge to a Fund which
carries a higher sales charge may be subject to a sales charge in accordance
with the terms of each Fund's prospectus. Dealer shall comply with any
additional exchange policies described in each Fund's prospectus.
9. TRANSACTION PROCESSING. All orders are subject to acceptance by
Distributor and by the Fund or its transfer agent, and become effective only
upon confirmation by Distributor. If required by law, each transaction shall be
confirmed in writing on a fully disclosed basis and if confirmed by Distributor,
a copy of each confirmation shall be sent simultaneously to Dealer if Dealer so
requests. All sales are made subject to receipt of shares by Distributor from
the Funds. Distributor reserves the right in Distributor's discretion, without
notice, to suspend the sale of shares or withdraw the offering of shares
entirely. Orders received by a Dealer after a Fund's cut-off time on a Fund
business day will be submitted by the Dealer to the Fund for processing on the
next Fund business day. All orders must be paid by check or wire payable to the
order of a Fund, which reserves the right to delay issuance or transfer of
shares until such payment is available in investable Federal Funds. All orders
must be drawn payable in U.S. dollars on a U.S. bank, for the full amount of the
investment and in compliance with any other restrictions set forth in the
prospectus.
10. MULTIPLE CLASSES. Distributor may from time to time provide to
Dealer written compliance guidelines or standards relating to the sale or
distribution of Funds offering multiple classes of shares with different sales
charges and distribution-related operating expenses; see Appendix B. These
guidelines or standards are deemed to be written instructions as contemplated in
Section 2. In addition, Dealer agrees to be bound by any applicable rules or
regulations of government agencies or self-regulatory organizations generally
affecting the sale or distribution of Funds offering multiple classes of shares.
3
With respect to Funds offering multiple classes of shares subject to
differing sales charges, including sales charge reductions and waivers (as set
forth more fully in a Fund's then-current prospectus), Dealer represents and
warrants that it has established compliance procedures designed to (i) ensure
that Dealer's customers are aware of the available methods of mutual fund
financing and (ii) ensure proper supervision of mutual fund recommendations.
Dealer agrees to promptly advise Distributor or the Fund of any letter of intent
executed by Dealer's customers or any available right of accumulation in
accordance with applicable procedures.
11. DISTRIBUTION PLAN PAYMENTS
(a) With regard to those Funds which pay asset-based sales charges
(pursuant to a Distribution Plan adopted under Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act"), as noted on Appendix B hereto (or, if more
recently published, the Fund's current prospectus), Distributor hereby appoints
Dealer to render or cause to be rendered distribution and/or shareholder
services to the Funds and their shareholders.
(b) The services to be provided under Paragraph (a) above may include,
but are not limited to, the following:
(i) reviewing the activity in Fund accounts;
(ii) providing training and supervision of its personnel;
(iii) maintaining and distributing current copies of
prospectuses and shareholder reports;
(iv) advertising the availability of its services and
products;
(v) providing assistance and review in designing
materials to send to customers and potential
customers and developing methods of making such
materials accessible to customers and potential
customers; and
(vi) responding to customers' and potential customers'
questions about the Funds.
(c) During the term of this Agreement, Distributor will pay Dealer
asset-based sales charges and/or service fees for each Fund as set forth in
Appendix B to this Agreement (or, if more recently published, the Fund's current
prospectus). Payment to Dealer is made only upon receipt by Distributor of Rule
12b-1 payments from the applicable Fund. Dealer represents that the fees
received pursuant to this Agreement will be disclosed to Dealer's customers,
will be authorized by Dealer's customers (either directly or by operation of
applicable law), and will not result in an excessive fee to Dealer.
(d) In the event an issue pertaining to the Rule 12b-1 Plan is
submitted for shareholder approval, Dealer will vote any shares held for its own
account in the same proportion as the vote of those shares held for the accounts
of Dealer's customers.
12. REGISTRATION OF SHARES AND BLUE SKY. Dealer will not offer or sell
shares except under circumstances that will result in compliance with the
applicable Federal and state securities laws and in connection with sales and
offers to sell shares Dealer will furnish to each person to whom any such sale
or offer is made, a copy of the applicable, then current, prospectus and, if
requested, Statement of Additional Information. Distributor shall notify Dealer
of the states or other jurisdictions in which each Fund's shares are currently
available for sale to the public as set forth in Appendix C. Distributor shall
have no obligation to register or make available Fund shares in any state or
other jurisdiction.
To the extent accounts are maintained in an omnibus position, Dealer
shall track and maintain "blue sky" information and report that information on a
periodic basis to the transfer agent of the Funds in a form as agreed from time
to time by Dealer and the transfer agent in order for the Funds to report
required information to the various states and jurisdictions in which a Fund's
shares are registered.
Distributor shall have no responsibility, under the laws regulating the
sale of securities in any U.S. or foreign jurisdiction, for the qualification or
status of persons selling Fund shares or for the manner of sale of Fund shares.
Nothing in this Agreement, however, shall be deemed to be a condition,
stipulation or provision binding any person acquiring any security to waive
compliance with any provision of the Securities Act of 1933, as amended,
("Securities Act") or of the rules and regulations of the Securities and
Exchange Commission, or to relieve the parties hereto from any liability arising
under the Securities Act.
4
13. FUND INFORMATION. No person is authorized to give any information
or make any representations concerning shares of any Fund except those contained
in the Fund's current prospectus or in materials issued by Distributor as
information supplemental to such prospectus. Distributor will supply
prospectuses and, if requested, statements of additional information, reasonable
quantities of reports to shareholders, supplemental sales literature, sales
bulletins, and additional information as issued. Dealer agrees not to use other
advertising or sales material relating to the Funds except that which (a)
conforms to the requirements of any applicable laws or regulations of any
government or authorized agency in the U.S. or any other country, having
jurisdiction over the offering or sale of shares of the Funds, and (b) is
approved in writing by Distributor in advance of such use. Such approval may be
withdrawn by Distributor in whole or in part upon notice to Dealer, and Dealer
shall, upon receipt of such notice, immediately discontinue the use of such
sales literature, sales material and advertising. Dealer is not authorized to
modify or translate any such materials without our prior written consent. Any
printed information furnished by Distributor other than the then current
prospectus and statement of additional information for each Fund, periodic
reports and proxy solicitation materials are our sole responsibility and not the
responsibility of the Funds, and Dealer agrees that the Funds shall have no
liability or responsibility to Dealer in these respects unless expressly assumed
in connection therewith.
14. RESTRICTIONS ON MARKET TIMERS. The Funds have policies and
procedures regarding market timing or excessive trading as set forth more fully
in each Fund's current prospectus. A Fund or the Distributor may refuse to
accept a purchase or exchange order from any person or entity if, in its sole
discretion, it determines that (1) the order reflects actual or perceived market
timing or excessive trading, or (2) the Fund would be unable to invest the order
proceeds effectively, or (3) the Fund and its shareholders would otherwise be
adversely affected. Dealer shall reasonably cooperate with a Fund to enforce
stated policies in a Fund's currently effective prospectus or statement of
additional information regarding transactions in Fund shares, including those
related to market timing and excessive trading. The Distributor retains the
right to terminate the Agreement (in its entirety or with respect to a Fund)
without penalty if it (after consultation with a Fund(s)) determines that Dealer
is engaged in (or is being used by Dealer's customer or agents to engage in)
market timing or excessive trading with respect to a Fund's shares.
15. DIRECTED BROKERAGE PROHIBITIONS. The Fund, Dealer and Distributor
shall prohibit the use of Fund portfolio securities transactions or related
remuneration to satisfy any compensation obligations herein. No party has agreed
to directly or indirectly compensate Dealer in contravention of Rule 12b-1(h) of
the Investment Company Act of 1940, as amended.
16. INDEMNIFICATION
(a) Dealer shall indemnify and hold harmless the Distributor, each
Fund, the transfer agent of the Funds, and their respective officers, directors,
agents, employees and control persons (as defined in section 15 of the
Securities Act or section 20 of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), from all direct or indirect liabilities, losses or costs
(including reasonable attorneys fees) arising from, related to or otherwise
connected with: (i) any breach by Dealer of any provision of this Agreement;
(ii) any violation of Federal or State securities laws or the rules of any
Self-Regulatory Organization; or (iii) any actions or omissions by Distributor,
any Fund, the transfer agent of the Funds, and their officers, directors,
agents, employees and any person who is or may be deemed to be a controlling
person made in reliance upon any oral, written or computer or electronically
transmitted instructions believed to be genuine and to have been given by or on
behalf of Dealer.
(b) Distributor shall indemnify and hold harmless Dealer and its
officers, directors, agents, employees, and control persons, from and against
any and all direct or indirect liabilities, losses or costs (including
reasonable attorneys fees) arising from, related to or otherwise connected with:
(i) any breach by Distributor of any provision of this Agreement; (ii) any
violation of Federal or State securities laws or the rules of any
Self-Regulatory Organization; or (iii) any alleged untrue statement of a
material fact contained in any Fund's Registration Statement or Prospectus, or
as a result of or based upon any alleged omission to state a material fact
required to be stated therein or necessary to make the statements contained
therein not misleading.
5
(c) The agreement of the parties in this Paragraph to indemnify each
other is conditioned upon the party entitled to indemnification ("Indemnified
Party") giving notice to the party required to provide indemnification
("Indemnifying Party") promptly after the summons or other first legal process
for any claim as to which indemnity may be sought is served on the Indemnified
Party. The Indemnified Party shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting from it, provided that
counsel for the Indemnifying Party (which approval shall not unreasonably be
withheld) shall conduct the defense of such claim or any litigation resulting
from it, and that the Indemnified Party may participate in such defense at its
expense. The failure of the Indemnified Party to give notice as provided in this
paragraph (c) shall not relieve, the Indemnifying Party from any liability other
than its indemnity obligation under this Paragraph. No Indemnifying Party, in
the defense of any such claim or litigation, shall, without the consent of the
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term the giving by the claimant or
plaintiff to the Indemnified Party of a release from all liability in respect to
such claim or litigation.
(d) The provisions of Sections 6, 11, 13, 16 and 18 shall survive the
termination of this Agreement.
17. ANTI-MONEY LAUNDERING PROGRAM
(a) The Dealer has in place an anti-money laundering program ("AML
Program") that is now and will continue to be reasonably designed to comply with
applicable laws and regulations, including the relevant provisions of the USA
PATRIOT Act (Pub. L. No. 107-56 (2001)) and all implementing rules and
regulations, as well as all related governmental and self-regulatory
organization rules and regulations. As part of your AML Program, Dealer will
take steps to identify customers for whom it acts in its dealings with the Fund
and will monitor customer transactions in order to detect and, where
appropriate, report suspicious activities.
(b) The Dealer further agrees to promptly notify Distributor should it
become aware of any change in or inability to comply with the above
representation and warranty.
(c) The Dealer further agrees that it is in compliance with all
applicable law.
In addition, Distributor, on its own behalf and on behalf of the Funds,
hereby provides notice to the Dealer that Distributor and/or the Fund reserve
the right to make inquires of and request additional information from the Dealer
regarding its AML program.
18. PRIVACY. The parties each acknowledge that certain information made
available to the other party hereunder may be deemed nonpublic personal
information under the Xxxxx-Xxxxx-Xxxxxx Act, other federal or state privacy
laws (as amended) and the rules and regulations promulgated thereunder
(collectively, the "Privacy Laws"). The parties hereby agree (i) not to disclose
or use such information except as required to carry out their respective duties
under this Agreement or as otherwise permitted by law in their ordinary course
of business, (ii) to establish and maintain procedures reasonably designed to
assure the security and privacy of all such information and (iii) to cooperate
with each other and provide reasonable assistance in ensuring compliance with
such Privacy Laws to the extent applicable to either or both of the parties.
This provision shall survive termination of the Agreement.
19. SHAREHOLDER INFORMATION
a. AGREEMENT TO PROVIDE INFORMATION. Dealer agrees to provide the Fund,
upon request, the taxpayer identification number ("TIN"),the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government issued identifier ("GII"), if known, of any or all Shareholder(s) who
have purchased, redeemed, transferred, or exchanged fund shares held through an
account with Dealer and the amount, date, name or other identifier of any
investment professional(s) associated with the Shareholder(s) or account (if
known), and transaction type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer, or exchange of Shares held through an
account maintained by the Dealer during the period covered by the request.
i. PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed 90 days from the date
of the request, for which transaction information is
sought. The Fund may request transaction information
older than 90 days from the date of the request as it
6
deems necessary to investigate compliance with
policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of
the outstanding shares issued by the Fund.
ii. FORM AND TIMING OF RESPONSE. Dealer agrees to
transmit the requested information that is on its
books and records to the Fund or its designee
promptly, but in any event not later than five
business days, after receipt of a request. If
requested, Dealer agrees to use best efforts to: (x)
provide or arrange to provide to the Fund the
requested information from shareholders who hold an
account with an indirect intermediary, including a
determination on whether any specific person about
whom Dealer has received information, is itself a
financial intermediary; or (y) if directed by the
Fund, restrict or prohibit further purchases or
exchanges of Fund Shares from such indirect
intermediary. In such instance, Dealer agrees to
inform the Fund whether it plans to perform (x) or
(y). Responses required by this paragraph must be
communicated in writing and in a format mutually
agreed upon by the parties. To the extent
practicable, the format for any transaction
information provided to the Fund should be consistent
with the NSCC Standardized Data Reporting Format. For
purposes of this provision, an "indirect
intermediary" has the same meaning as in SEC Rule
22c-2 under the Investment Company Act.
iii. LIMITATIONS ON USE OF INFORMATION. The Fund agrees
not to use the information received for marketing or
any other similar purpose without the prior written
consent of the Dealer.
b. AGREEMENT TO RESTRICT TRADING. Dealer agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Fund Shares by a Shareholder who has been identified by the Fund as
having engaged in transactions of the Fund's Shares (directly or indirectly
through the Dealer's account) that violate policies established by the Fund for
the purpose of eliminating or reducing any dilution of the value of the
outstanding Shares issued by the Fund.
i. FORM OF INSTRUCTIONS. Instructions must include the
TIN or other government-issued identifier, if known,
and the specific restriction(s) to be executed. If
the TIN or other government-issued identifier is not
known, the instructions must include an equivalent
identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which
the instruction relates.
ii. TIMING OF RESPONSE. Dealer agrees to execute
instructions as soon as reasonably practicable, but
not later than five business days after receipt of
the instructions by the Dealer.
iii. CONFIRMATION BY DEALER. Dealer must provide written
confirmation to the Fund that instructions have been
executed. Dealer agrees to provide confirmation as
soon as reasonably practicable, but not later than
ten business days after the instructions have been
executed.
c. DEFINITIONS. For purposes of this paragraph 19:
i. The term "Fund" includes the fund's investment
adviser, principal underwriter and transfer agent.
The term does not include any "excepted funds" as
defined in SEC Rule 22c-2(b) under the Investment
Company Act of 1940.1
----------
1 As defined in SEC Rule 22c-2(b), the term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the fund
permits short-term trading of its securities and that such trading may result in
additional costs for the fund.
7
ii. The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record
issued by the Fund under the Investment Company Act
of 1940 that are held by the Dealer.
iii. The term "Shareholder" means the beneficial owner of
Shares, whether the Shares are held directly or by
the Dealer in nominee name or, alternatively, for use
with retirement plan recordkeepers, the term means
the Plan participant notwithstanding that the Plan
may be deemed to be the beneficial owner of Shares.
iv. The term "written" includes electronic writings and
facsimile transmissions.
20. EFFECTIVENESS, AMENDMENT, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement may be amended by Distributor at any time by written
notice to Dealer and Dealer's placing of an order or acceptance of payments of
any kind after the effective date and receipt of notice of any such amendment
shall constitute your acceptance of such amendment.
(b) This Agreement shall continue in effect until terminated.
(c) This Agreement may be terminated by either party, without penalty,
upon ten days' written notice to the other party. This Agreement shall inure to
the benefit of the successors and assigns of either party hereto, provided,
however, that Dealer may not assign this Agreement without our prior written
consent. This Agreement shall terminate immediately upon the appointment of a
trustee under the Securities Investor Protection Act or immediately upon any
other act of insolvency by Dealer. This Agreement may also be terminated at any
time for any particular Fund without penalty by the vote of a majority of the
members of the Board of Directors or Trustees of such Fund or by the vote of a
majority of the outstanding voting securities of the Fund. The termination of
this Agreement shall have no effect upon transactions entered into prior to the
effective date of termination. A trade placed by Dealer subsequent to your
voluntary termination of this Agreement will not serve to reinstate this
Agreement. Reinstatement will only be effective upon written notification by
Distributor.
21. SETOFF. Should any of your concession accounts with Distributor
have a debit balance, Distributor may offset and recover the amount owed from
any other account Dealer has with Distributor, without notice or demand to
Dealer.
22. DISPUTE RESOLUTION. In the event of a dispute concerning any
provision of this Agreement, either party may require the dispute to be
submitted to binding arbitration under the commercial arbitration rules of the
NASD or the American Arbitration Association. Judgment upon any arbitration
award may be entered by any state or federal court having jurisdiction.
23. MISCELLANEOUS
(a) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(b) Neither party to this Agreement shall be liable to the other party
for consequential, special or indirect damages under any provision of this
Agreement.
(c) All written communications to Distributor must be sent to the
following address:
Foreside Fund Services, LLC
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Attention: Chief Compliance Officer
All written communications to Dealer will be sent to your address listed below.
8
(d) This Agreement is cumulative and supersedes any agreement
previously in effect. It shall be binding upon the parties hereto when signed by
Distributor and accepted to Dealer.
THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FORESIDE FUND SERVICES, LLC
By:
------------------------
Xxxxxxx X. Xxxxx
Chief Compliance Officer
--------------------------------------------------------------------------------
DEALER NAME
By:
----------------------------------------------------------------------------
(Signature)
--------------------------------------------------------------------------------
Name and Title
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
Operations Contact
Telephone: Fax:
----------------------------- --------------------------
E-Mail:
------------------------------------------------------
Clears Through (if applicable):
------------------------------------------------
10
MUTUAL FUND SALES AND SERVICES AGREEMENT
APPENDIX A
LIST OF FUNDS
11
FORESIDE FUND SERVICES, LLC
MUTUAL FUND SALES AND SERVICE AGREEMENT
--------------------------------------------------------------------------------
APPENDIX B
FEE SCHEDULE FOR _____________ FUNDS
(DATE)
--------------------------------------------------------------------------------
INSERT LOAD STRUCTURE AND PAYOUTS (IF APPLICABLE)
--------------------------------------------------------------------------------
NOTES
--------------------------------------------------------------------------------
Rights of Accumulation and Letters of Intent are available for funds/classes
with front-end sales charges.
Purchases may be made at net asset value if made in accordance with the terms of
the registration statement. Dealer will receive no discount, commission or other
concession with respect to any such sale at net asset value, but will be
entitled to receive any service fees and/or distribution fees otherwise payable
with respect thereto to the extent provided from time to time in the applicable
prospectus.
--------------------------------------------------------------------------------
12B-1 FEES
--------------------------------------------------------------------------------
List 12b-1 payouts (if applicable)
PAYMENT OF 12B-1 DISTRIBUTION PAYMENTS IS MADE ONLY UPON RECEIPT BY THE
DISTRIBUTOR OF RULE 12B-1 PAYMENTS FROM THE APPLICABLE FUND. WITH RESPECT TO A,
B AND C SHARES, UP TO 0.25% OF AVERAGE DAILY NET ASSETS CAN BE USED TO PAY FOR
SHAREHOLDER SERVICES.
12
FORESIDE FUND SERVICES, LLC
MUTUAL FUND SALES AND SERVICE AGREEMENT
--------------------------------------------------------------------------------
APPENDIX C
BLUE SKY SCHEDULE
--------------------------------------------------------------------------------
PLEASE REFER TO THE FOLLOWING PAGES
13
