EXHIBIT 99.(e)(7)
SELLING DEALER AGREEMENT
We at ALPS Distributors, Inc. invite you, ( ) to distribute
shares of the open-end investment companies, or the separate series or classes
of the open-end investment companies, listed on Schedule A attached hereto and
incorporated herein by reference (the "Funds"). We may periodically change the
list of Funds by giving you written notice of the change. We are the Funds'
principal underwriter and, as agent for the Funds, we offer to sell Fund shares
to you on the following terms and conditions:
1. CERTAIN DEFINED TERMS. As used in this Agreement, the term "Prospectus"
means the applicable Fund's prospectus and related statement of additional
information, whether in paper format or electronic format, included in the
Fund's then currently effective registration statement (or post-effective
amendment thereto), and any information that we or the Fund may issue to
you as a supplement to such prospectus or statement of additional
information (a "sticker"), all as filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933.
2. PURCHASES OF FUND SHARES FOR SALE TO CUSTOMERS.
(a) In offering and selling Fund shares to your customers, you agree to act
as dealer for your own account and in no transaction shall you have any
authority to act or hold yourself out as agent for us, or any Fund.
(b) You agree to offer and sell Fund shares to your customers only at the
applicable public offering price, giving effect to cumulative or
quantity discounts or other purchase programs, plans or services
described in the applicable Prospectus. You agree to deliver or cause
to be delivered to each customer, at or prior to the time of any
purchase of shares, a copy of the then current prospectus (including
any stickers thereto), and to each customer who so requests, a copy of
the then current statement of additional information (including any
stickers thereto).
(c) You agree to purchase Fund shares from us only to cover purchase orders
that you have already received from your customers. You agree not to
purchase any Fund shares from your customers at a price lower than the
applicable redemption price, determined in the manner described in the
Prospectus. You shall not withhold placing customers' orders for Fund
shares so as to profit yourself as a result of such withholding (e.g.,
by virtue of a change in a Fund's net asset value from that used in
determining the offering price to your customers).
(d) We will accept your purchase orders only at the public offering price
applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for Fund
shares. All orders are subject to acceptance or rejection by us in our
sole discretion. We reserve the right in our discretion, and without
notice to you, to suspend sales or to withdraw the offering of Fund
shares, in whole or in part, or to make a limited offering of Fund
shares.
(e) The placing of orders with us will be governed by instructions that we
will periodically
issue to you. You must pay for Fund shares in federal funds in
accordance with such instructions, and we must receive your payment on
or before the settlement date established in accordance with Rule
15c6-1 under the Securities Exchange Act of 1934. If we do not receive
your payment on or before such settlement date, we may, without notice,
cancel the sale, or, at our option, sell the shares that you ordered
back to the issuing Fund, and we may hold you responsible for any loss
suffered by us or the issuing Fund as a result of your failure to make
payment as required.
(f) You will comply with all applicable state and federal laws and with the
rules and regulations of authorized regulatory agencies thereunder. You
will not offer shares of any Fund for sale unless such shares are duly
registered under the applicable state and federal laws and the rules
and regulations thereunder.
(g) Any transaction in Fund shares shall be effected and evidenced by
book-entry on the records maintained by the transfer agent of the
Funds. A confirmation statement evidencing transactions in Fund shares
will be transmitted to you by the transfer agent.
3. ACCOUNT OPTIONS.
(a) You may appoint the transfer agent for the Funds as your agent to
execute customers' transactions in Fund shares sold to you by us in
accordance with the terms and provisions of any account, program, plan
or service established or used by your customers and to confirm each
such transaction to your customers on your behalf, and at the time of
the transaction you guarantee the legal capacity of your customers so
transacting in such shares and any co-owners of such shares.
(b) You may instruct the Funds' transfer agent to register shares purchased
in your name and account as nominee for your customers, in which event
all Prospectuses, proxy statements, periodic reports and other printed
material will be sent to you and all confirmations and other
communications to shareholders will be transmitted to you. You shall be
responsible for forwarding such printed material, confirmations and
communications, or the information contained therein, to all customers
for whom you hold such shares as nominee. However, the Funds' transfer
agent, or the Funds shall be responsible for the reasonable costs
associated with your forwarding such printed material, confirmations
and communications and shall reimburse you in full for such costs. You
shall also be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you are holding such shares. With respect to customers other
than such customers, you shall provide us with all information
(including, without limitation, certification of taxpayer
identification numbers and back-up withholding instructions) necessary
or appropriate for us to comply with legal and regulatory reporting
requirements.
(c) Accounts opened or maintained pursuant to the Networking system of the
National Securities Clearing Corporation ("NSCC") will be governed by
applicable NSCC rules and procedures and any agreement or other
arrangement with us relating to Networking.
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4. YOUR COMPENSATION.
(a) Your concession, if any, on your sales of Fund shares will be as
provided in the Prospectus or in the applicable schedule of concessions
issued by us and in effect at the time of our sale to you. Upon written
notice to you, we, or any Fund, may change or discontinue any schedule
of concessions, or issue a new schedule.
(b) In the case of a Fund or class thereof which has adopted a Distribution
and Service Plan (a "Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), we may elect from time to time to
make payments to you as provided under such Plan. Any such payments
shall be made in the amount and manner set forth in the applicable
schedule of distribution and service payments issued by us and then in
effect or as set forth in the Prospectus. Such schedule of distribution
and service payments may be discontinued or changed by us from time to
time and shall be in effect with respect to a Fund which has a Plan
only so long as such Fund's Plan remains in effect. In the case of a
Fund or class thereof that has no currently effective Plan, we may, to
the extent permitted by applicable law, elect to make payments to you
from our own funds.
(c) In the event that Rule 2830 of the National Association of Securities
Dealers (the "NASD") Conduct Rules precludes any Fund or class thereof
from imposing, or us from receiving, a sales charge (as defined in that
Rule) or any portion thereof, then you shall not be entitled to any
payments from us hereunder from the date that the Fund or class thereof
discontinues or is required to discontinue imposition of some or all of
its sales charges. If the Fund or class thereof resumes imposition of
some or all of its sales charge, you will be entitled to payments
hereunder on the same terms as the Fund extends to us.
(d) After the effective date of any change in or discontinuance of any
schedule of concessions, distribution payments, or service payments, or
the termination of a Plan, any concessions, distribution payments, or
service payments will be allowable or payable to you only in accordance
with such change, discontinuance, or termination. You agree that you
will have no claim against us or any Fund by virtue of any such change,
discontinuance, or termination. In the event of any overpayment by us
of any concession, distribution payment, or service payment, you will
remit such overpayment.
(e) If, within seven business days after confirmation by us of your
original purchase order for shares of a Fund, such shares are
repurchased by the issuing Fund or by us for the account of such Fund
or are tendered for redemption by the customer, you shall forthwith
refund to us the full discount retained by you on the original sale and
any distribution and service payments made to you. You shall refund to
the Fund immediately upon receipt the amount of any dividends or
distributions paid to you as nominee for your customers with respect to
redeemed or repurchased Fund shares to
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the extent that the proceeds of such redemption or repurchase may
include the dividends or distributions payable on such shares. You
shall be notified by us of such repurchase or redemption within ten
days of such repurchase or redemption. Delivery to the Funds' transfer
agent is delivery to the Fund.
5. STATUS AS REGISTERED BROKER/DEALER.
(a) You represent that you are and will remain a member in good standing of
the National Association of Securities Dealers, Inc. ("NASD"), and
agree to abide by all of its rules and regulations including its Rules
of Conduct. You further agree to comply with all applicable state and
federal laws and rules and regulations of regulatory agencies having
jurisdiction. Reference is hereby specifically made to Section 2830 of
the Conduct Rules of the NASD, which is incorporated herein by
reference. The termination of your membership in the NASD or any breach
of said Section 2830 will immediately and automatically terminate this
Agreement. You further represent that you are qualified to act as a
broker/dealer in the states where you transact business.
(b) Nothing in this Agreement shall cause you to be our partner, employee,
or agent, or give you any authority to act for us or for any Fund.
Neither we nor the Funds shall be liable for any of your acts or
obligation as a dealer under this Agreement.
6. INFORMATION RELATING TO THE FUNDS.
(a) No person is authorized to make any representations concerning Fund
shares except those contained in such Fund's Prospectus, and in buying
shares from us or selling shares to us hereunder, you shall rely solely
on the representations contained in the Prospectus. Upon your request,
we will furnish you with a reasonable number of copies of the Funds'
current prospectuses or statements of additional information or both
(including any stickers thereto).
(b) You may not use any sales literature or advertising material (including
material disseminated through radio, television or other electronic
media) concerning Fund shares, other than the Funds' Prospectuses or
such printed information that is given to you by us without obtaining
our prior written approval. You shall not distribute or make available
to investors any printed information furnished by us which is marked
"FOR BROKER/DEALER USE ONLY" or which otherwise indicates that it is
confidential or not intended to be distributed to investors.
7. INDEMNIFICATION. Each party ("indemnifying party") will indemnify and hold
the other party ("indemnified party") harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of the indemnifying party,
its agents and employees, in carrying out its obligations under this
Agreement. Such indemnification will survive the termination of this
Agreement.
8. TERM. This Agreement, with respect to any Plan, will continue in effect for
one year from its
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effective date, and thereafter will continue automatically for successive
annual periods; provided, however, that such continuance is subject to
termination at any time without penalty if a majority of a Fund's Trustees
who are not interested persons of the Fund (as defined in the 1940 Act), or
a majority of the outstanding shares of the Fund, vote to terminate or not
to continue a Plan. This Agreement, other than with respect to a Plan, will
continue in effect from year to year after its effective date, unless
terminated as provided herein.
9. AMENDMENT AND TERMINATION OF AGREEMENT. We may change or amend any
provision of this Agreement by giving you written notice of the change or
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days written
notice of its intention to terminate. This Agreement will automatically
terminate in the event of its assignment, as defined in the 1940 Act.
10. ARBITRATION. In the event of a dispute, such dispute shall be settled by
arbitration before arbitrators sitting in Denver, Colorado in accordance
with the NASD's Code of Arbitration Procedure in effect at the time of the
dispute. The arbitrators shall act by majority decision, and their award
may allocate attorneys' fees and arbitration costs between us. Their award
shall be final and binding between us, and such award may be entered as a
judgment in any court of competent jurisdiction.
11. NOTICES. All notices required or permitted to be given under this Agreement
shall be given in writing and delivered by personal delivery, by postage
prepaid mail, or by facsimile or a similar means of same day delivery (with
a confirming copy by mail). All notices to us shall be given or sent to us
at our offices located at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx
00000, Attn: General Counsel. All notices to you shall be given or sent to
you at the address specified by you below. Each of us may change the
address to which notices shall be sent by giving notice to the other party
in accordance with this paragraph.
12. MISCELLANEOUS. This Agreement shall become effective as of the date when it
is accepted and dated below by us. This Agreement shall be construed in
accordance with the laws of the state of Colorado. The captions in this
Agreement are included for convenience of reference only and in no way
define or limit any of the provisions of this Agreement or otherwise affect
their construction or effect. This Agreement supersedes and cancels any
prior agreement between us, whether oral or written, relating to the sale
of shares of the Funds or any other subject covered by this Agreement.
Failure of either party to terminate this Agreement upon the occurrence of
any event set forth in this Agreement as a cause for termination shall not
constitute a waiver of the right to terminate this Agreement at a later
time on account of such occurrence. The termination of this Agreement with
respect to any one Fund will not cause its termination with respect to any
other Fund.
13. ANTI-MONEY LAUNDERING PROGRAM. You represent and warrant that you have
adopted an anti-money laundering program ("AML Program") that complies with
the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any future
amendments (the "PATRIOT Act", and together with the Bank Secrecy Act, the
"Act"), the rules and regulations under the Act, and the rules, regulations
and regulatory guidance of the SEC, the NASD or any other applicable
self-
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regulatory organization (collectively, "AML Rules and Regulations"). You
further represent that your AML Program, at a minimum, (a) designates a
compliance officer to administer and oversee the AML Program, (b) provides
ongoing employee training, (c) includes an independent audit function to
test the effectiveness of the AML Program, (d) establishes internal
policies, procedures, and controls that are tailored to your particular
business, (e) will include a customer identification program consistent
with the rules under sec. 326 of the Act, (f) provides for the filing of
all necessary anti-money laundering reports including, but not limited to,
currency transaction reports and suspicious activity reports, (g) provides
for screening all new and existing customers against the Office of Foreign
Asset Control ("OFAC") list and any other government list that is or
becomes required under the Act, and (h) allows for appropriate regulators
to examine your AML books and records.
14. REGULATION S-P. In accordance with Regulation S-P, if non-public personal
information regarding shareholders is disclosed to either party in
connection with this Agreement, the party receiving such information will
not disclose or use that information other than as necessary to carry out
the purposes of this Agreement. Any privacy notice that you deliver to [ ]
U.S. Government Money Market Fund customers will comply with the
Xxxxx-Xxxxx-Xxxxxx Act and Regulation S-P, as each may be amended, and will
notify customers that non-public personal information may be provided to
financial service providers such as security broker-dealers or investment
companies and as permitted by law.
Very truly yours,
Dated as of: _________________ ALPS DISTRIBUTORS, INC.
By:
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Name:
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Title:
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ACCEPTED AND AGREED:
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Firm
By:
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Name:
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Title:
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Address:
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_____________________________
NSCC Dealer #_______________________ Fax Number:______________________________
NSCC Dealer Alpha Code______________ Date: ___________________________________
NSCC Clearing #_____________________ Mutual Fund Coordinator/Primary Contact:
Phone Number:_______________________ _________________________________________
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SCHEDULE A
American Freedom U.S. Government Money Market Fund
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SELLING AGREEMENT FEE SCHEDULE
NAME OF FUND DEALER COMPENSATION
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American Freedom U.S. Government Money Market Fund 0.25%
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