SUNSTONE DISTRIBUTION SERVICES, LLC
SALES AGREEMENT
FOR XXXXXXX FUNDS, INC.
From: ________________________
________________________
________________________
________________________
To: Sunstone Distribution Services, LLC
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
We desire to enter into an agreement with you for the sale and
distribution of the shares of Xxxxxxx Funds, Inc. for which you act as
principal underwriter. Xxxxxxx Funds, Inc. and each series thereof is
hereafter referred to as a "Fund." Upon acceptance of this Agreement by
you, we understand that we may offer and sell shares of each of the Funds,
subject, however, to all of the terms and conditions hereof and to your
right, without notice, to suspend and terminate the sale of the shares of
any one or more of the Funds.
1. We understand that the shares of each Fund will be offered
and sold at the current offering price in effect at the time an order for
such shares is confirmed and accepted by the Fund. All purchase requests
and applications submitted by us are subject to acceptance or rejection in
the Fund's sole discretion.
2. We certify that (a) we are a member of the National
Association of Securities Dealers, Inc. ("NASD") and agree to maintain
membership in the NASD or (b) we are a foreign dealer not eligible for
membership in the NASD. In either case, we agree to abide by all the
rules and regulations of the Securities and Exchange Commission and the
NASD that are binding upon underwriters and dealers in the distribution of
securities of open-end investment companies, including, without
limitation, Section 2830 of the Conduct Rules of the NASD, all of which
are incorporated herein as if set forth in full. We further agree to
comply with all applicable state and federal laws and the rules and
regulations of authorized regulatory agencies.
3. We will offer and sell the shares of each Fund only in
accordance with the terms and conditions set forth in the then current
Prospectus relating to that Fund (which term "Prospectus" used herein
shall include any related Statement of Additional Information), and we
will make no representations not included in said Prospectus or in any
supplemental sales material authorized and supplied by you. We will use
our best efforts in the development and promotion of sales of shares of
each Fund and agree to be responsible for the proper instruction and
training of all sales personnel employed by or associated with us, in
order that such shares will be offered in accordance with the terms and
conditions of this Agreement and all applicable laws, rules and
regulations. We agree to hold you and/or each Fund harmless and indemnify
you and/or each Fund in the event that we, or any of our sales
representatives should violate any law, rule or regulation, or any
provisions of this Agreement, which violation may result in liability to
you and/or any of the Funds; and in the event that you and/or any Fund
determine to refund any amount paid by any investor by reason for any such
violation on our part, we shall return to you and/or that Fund any
commission previously paid or discounts allowed by you to us with respect
to the transaction for which the refund is made. All expenses which we
incur in connection with our activities under this Agreement shall be
borne by us.
4. We understand and agree that the sales charge and dealer
commission relative to any sale of shares of a Fund made by us will be in
an amount as set forth in the then current Prospectus relating to that
Fund or in separate written notice to us.
5. Payment for purchases of shares of each Fund made by wire
order from us shall be made to the Fund the next business day after the
acceptance of our order or such shorter time as may be required by law.
If such payment is not received by the Fund, we understand that the Fund
reserves the right, without notice, to cancel the sale, or, at its option,
to redeem the shares ordered by us, in which latter case we may be held
responsible for any loss, including loss of profit, suffered by that Fund
resulting from our failure to make the aforesaid payment.
6. We agree to purchase shares only from you or from our
customers. If we purchase shares from you, we agree that all such
purchases shall be made only to cover orders received by us from our
customers, or for our own bona fide investment. If we purchase shares
from our customers, we agree to pay such customers not less than the
redemption price as established by the then applicable current Prospectus.
7. Unless at the time of transmitting an order we advise you
to the contrary, you may consider the order to be the total holding of an
investor and assume that the investor is not entitled to any reduction in
sales price beyond that accorded to the amount of the purchase as
determined by the schedule set forth in the then applicable current
Prospectus.
8. We understand and agree that if any shares sold by us under
the terms of this Agreement are redeemed by a Fund or are repurchased by
you as agent for that Fund or are tendered to that Fund for redemption
within seven business days after the confirmation to us of our purchase
order for such shares, we will promptly refund to you the full amount of
the commission allowed to us on the original sale.
9. Your obligations to us under this Agreement are subject to
all provisions of any agreement entered into between you and the Fund. We
understand and agree that in performing our services covered by this
Agreement we are acting as an independent contractor, and you are in no
way responsible for the manner of our performance or for any of our acts
or omissions in connection therewith. Nothing in this Agreement shall be
construed to constitute us or any of our agents, employees or
representatives as your agent, partner or employee, or the agent or
employee of any Fund.
10. We may terminate this Agreement by notice in writing to
you, which termination shall become effective thirty days after the date
of mailing to you. We agree that you have and reserve the right, in your
sole discretion without notice, to suspend sales of shares of any of the
Funds, or to withdraw entirely the offering of shares of any of the Fund,
or, in your sole discretion, to modify, amend or cancel this Agreement
upon written notice to us of such modification, amendment or cancellation,
which shall be effective on the date stated in such notice. Without
limiting the foregoing, you may terminate this Agreement for cause on
violation by us of any of the provisions of this Agreement, said
termination to become effective on the date of mailing notice to us of
such termination. Without limiting the foregoing, any provision hereof to
the contrary notwithstanding, our expulsion from the NASD will
automatically terminate this Agreement without notice; our suspension from
the NASD or violation of applicable state or federal laws or rules or
regulations of authorized regulatory agencies will terminate this
Agreement effective upon the date of your mailing notice to us of such
termination. Your failure to terminate for any cause shall not constitute
a waiver of your right to terminate at a later date for any such cause.
All notices hereunder shall be to the respective parties at the address
listed hereon, unless changed by notice given in accordance with this
Agreement.
11. This Agreement shall become effective as of the date it is
executed and dated by you below. This Agreement may not be assigned or
transferred; provided, however, that you may assign or transfer this
Agreement to any successor firm or corporation which becomes the principal
underwriter or distributor of any of the Funds.
This Agreement is to be governed by and construed in accordance
with the laws of the State of Wisconsin.
Date: _______________, 199_.
____________________________
(Name of Dealer Firm)
By: ______________________________
(Authorized Signature)
______________________________
(Name and Title)
Accepted:
SUNSTONE DISTRIBUTION SERVICES, LLC
By: ___________________________________
(Authorized Signature)
