Exhibit (e)(2)
IXIS Asset Management Distributors, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dealer Agreement
This dealer agreement ("Dealer Agreement") is entered into between IXIS Asset
Management Distributors, L.P. ("our", "us", or "we") and the undersigned
company (the "Company" or "you"). As dealer for our own account, we offer to
sell to you shares of each of the mutual funds distributed by us (the "Funds"
and each a "Fund"), for each of which Funds we are a principal underwriter as
defined in the Investment Company Act of 1940, as amended (the "Act"), and from
which we have the right to purchase shares.
With respect to each of the Funds (except for paragraph 4, which applies only
with respect to each Fund having in effect from time to time a service plan,
service and distribution plan or other plan adopted pursuant to Rule 12b-1
under the Act):
1. In all sales of shares of the Funds you shall act as dealer for your own
account, and in no transaction shall you have any authority to act as agent,
broker or employee for any of the Funds or for us. You agree not to purchase
any Fund shares for any customer, unless you deliver or cause to be delivered
to such customer, at or prior to the time of such purchase, a copy of the then
current Prospectus of the applicable Fund. You hereby represent that you
understand your obligation to deliver a Prospectus to customers who purchase
Fund shares pursuant to federal securities laws and you have taken all
necessary steps to comply with such Prospectus delivery requirements.
2. Orders received from you will be accepted by us only at the public offering
price applicable to each order, except for transactions to which a reduced
offering price applies as provided in the then current Prospectus (which term
as hereinafter used shall include the Statement of Additional Information) of
the Fund(s). The minimum dollar purchase of shares of each Fund by any investor
shall be the applicable minimum amount described in the then current Prospectus
of the Fund and no order for less than such amount will be accepted hereunder.
The public offering price shall be the net asset value per share plus the sales
charge, if any, applicable to the transaction, expressed as a percentage of the
public offering price, as determined and effective as of the time specified in
the then current Prospectus of the Fund(s). The procedures relating to the
handling of orders shall be subject to any instructions that we shall forward
from time to time to you. All orders are subject to acceptance or rejection by
us in our sole discretion. You hereby agree to comply with the attached
Policies and Procedures with Respect to the Sales of Shares of Funds Offering
Multiple Classes of Shares.
3. The sales charge applicable to any sale of Fund shares by you and the dealer
concession or commission applicable to any order from you for the purchase of
Fund shares accepted by us shall be set forth in the then current Prospectus of
the Fund. You may be deemed to be an underwriter in connection with sales by
you of shares of the Fund where you receive all or substantially all of the
sales charge as set forth in the Fund's Prospectus, and therefore you may be
subject to applicable provisions of the Securities Act of 1933.
(a) We are entitled to a contingent deferred sales charge ("CDSC") on
redemptions of applicable Classes of shares of the Funds, as described in the
then current Prospectus. You agree that you will sell shares subject to a CDSC
and that are to be held in omnibus accounts only if you are a NETWORKING
participant with the National Securities Clearing Corporation and if such
accounts are established pursuant to a NETWORKING Agreement.
(b) Reduced sales charges or no sales charge may apply to certain transactions
under letter of intent, combined purchases or investments, reinvestment of
dividends and distributions, repurchase privilege, unit investment trust
distribution reinvestment or other programs, as described in the then current
Prospectus of the Fund(s). To obtain any such reductions, you must notify us
when the sale that would qualify for such reduction takes place.
4. Rule 12b-1 Plans. The substantive provisions of this Paragraph 4 have been
adopted pursuant to Rule 12b-1 under the Act by certain Funds, under plans
pursuant to such Rule (each a "Plan").
(a) You agree to provide (i) for the Funds with a Service Plan, personal
services to investors in shares of the Funds and/or services related to the
maintenance of shareholder accounts, and (ii) for those Funds with a Service
and Distribution Plan, both personal services to investors in shares of the
Funds and/or services related to the maintenance of shareholder accounts and
also distribution and marketing services in the promotion of Fund shares. As
compensation for these services, we shall
1
pay you, upon receipt by us from the Fund(s), a quarterly service fee or
service fee and distribution fee based on the average daily net asset value of
Fund shares at the rate set forth with respect to the relevant Class(es) of
shares of the Fund(s) in the then current Prospectus. This fee will be based on
the average daily net asset value of Fund shares which are owned of record by
your firm as nominee for your customers or which are owned by those
shareholders whose records, as maintained by the Fund or its agent, designate
your firm as the shareholder's dealer of record. No such fee will be paid to
you with respect to shares purchased by you or your customers 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. No such fee will be paid to you
with respect to any of your customers if the amount of such fee based upon the
value of such customer's Fund shares would be less than $5.00. Normally,
payment of such fee to you shall be made within forty-five (45) days after the
close of each quarter for which such fee is payable provided, however, that any
other provision of this Dealer Agreement or the Prospectuses to the contrary
notwithstanding, we shall not have any obligation whatsoever to pay any amount
of distribution and/or service fee with respect to shares of any Fund except to
the extent, and only to the extent, that we have actually received payment of
at least such amount of distribution and/or service fee from the Funds with
respect to such shares pursuant to a Plan in consideration of you furnishing
distribution and client services hereunder with respect to your customers that
own such class of shares of such Fund
(b) You shall furnish us and the Fund with such information as shall reasonably
be requested by the Trustees of the Fund with respect to the fees paid to you
pursuant to this paragraph 4.
(c) The provisions of this Paragraph 4 may be terminated by the vote of a
majority of the Trustees of the Funds who are not interested persons of the
Funds and who have no direct or indirect financial interest in the operation of
the Plan or in any agreements related to the Plan, or by a vote of a majority
of the Fund's outstanding shares, on sixty (60) days' written notice, without
payment of any penalty. Such provisions will be terminated also by any act that
terminates either the Fund's Distribution Contract or Underwriting Agreement
with us or this Dealer Agreement and shall terminate automatically in the event
of the assignment (as that term is defined in the Act) of this Dealer Agreement.
(d) The provisions of the Distribution Contract or Underwriting Agreement
between the Fund and us, insofar as they relate to the Plan, are incorporated
herein by reference. The provisions of this paragraph 4 shall continue in full
force and effect only so long as the continuance of the Plan, the Distributor's
Contract or Underwriting Agreement and these provisions are approved at least
annually by a vote of the Trustees, including a majority of the Trustees who
are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan, cast in person at a meeting called for the purpose of voting thereon.
5. You agree to purchase Fund shares only from us or from your customers. If
you purchase Fund shares from us, you agree that all such purchases shall be
made only: (a) to cover orders already received by you from your customers;
(b) for shares being acquired by your customers pursuant to either the exchange
privilege or the reinvestment privilege, as described in the then current
Prospectus of the Fund; (c) for your own bona fide investment; or (d) for
investments by any IRS qualified pension, profit sharing or other trust
established for the benefit of your employees or for investments in Individual
Retirement Accounts established by your employees, and if you so advise us in
writing prior to any sale of Fund shares pursuant to this subparagraph (d), you
agree to waive all your dealer concessions with respect to all sales of Fund
shares pursuant to this subparagraph (d). If you purchase shares from your
customers, you agree to pay such customers not less than the applicable
redemption price next quoted by the Fund pursuant to the procedures set forth
in the then current Prospectus of the Fund.
6. You shall sell shares only: (a) to customers at the applicable public
offering price, except for shares being acquired by your customers at net asset
value pursuant to either the exchange privilege or the repurchase privilege as
described in the then current Prospectus of the Fund, and (b) to us as agent
for the Fund at the redemption price. In such a sale to us, you may act either
as principal for your own account or as agent for your customer. If you act as
principal for your own account in purchasing shares for resale to us, you agree
to pay your customer not less than the price that you receive from us. If you
act as agent for your customer in selling shares to us, you agree not to charge
your customer more than a fair commission or fee for handling the transaction,
except that you agree to receive no compensation of any kind based on the
reinvestment of redemption or repurchase proceeds pursuant to the repurchase
privilege, as described in the current Prospectus of the Fund.
7. You hereby certify that all of your customers' taxpayer identification
numbers ("TIN") or social security numbers ("SSN") furnished to us by you are
correct and that you will not open an account without providing us with the
customer's TIN or SSN.
8. You shall not withhold placing with us orders received from your customers
so as to profit yourself as a result of such withholding; e.g., by a change in
the net asset value from that used in determining the public offering price to
your customers.
2
9. We will not accept from you any conditional orders for shares.
10. If any Fund shares sold to you or your customers under the terms of this
Dealer Agreement are redeemed by the Fund or repurchased by us as agent for the
Fund within seven (7) business days after the date of our confirmation of the
original purchase by you or your customers, it is agreed that you shall forfeit
your right to the dealer concession or commission received by you on such Fund
shares. We will notify you of any such repurchase or redemption within ten
(10) business days after the date thereof and you shall forthwith refund to us
the entire concession or commission allowed or paid to you on such sale. We
agree, in the event of any such repurchase or redemption, to refund to the Fund
the portion of the sales charge, if any, retained by us and, upon receipt from
you of the concession allowed to you on any Fund shares, to pay such refund
forthwith to the Fund.
11. Payment for Fund shares sold to you shall be made on or before the
settlement date specified in our confirmation, at the office of our clearing
agent, and by check payable to the order of the Fund, which reserves the right
to delay issuance, redemption or transfer of shares until such check has
cleared. If such payment is not received by us, we reserve the right, without
notice, forthwith either to cancel the sale, or at our option, or to sell the
shares ordered back to the Fund, in which case you shall bear any loss
resulting from your failure to make payment as aforesaid.
12. You will also act as principal in all purchases by a shareholder for whom
you are the dealer of record of Fund shares with respect to payments sent
directly by such shareholder to the Shareholder Services and Transfer agent
(the "Agent") specified in the then current Prospectus of the Fund, and you
authorize and appoint the Agent to execute and confirm such purchases to such
shareholders on your behalf. The Agent will remit not less frequently than
monthly to you the amount of any concessions due with respect to such
purchases, except that no concessions will be paid to you on any transaction
for which your net sales concession is less than $5.00 in any one month. You
also represent that with respect to all such direct purchases by such
shareholder, you may lawfully sell shares of such Fund in the state designated
as such shareholder's record address.
13. Stock certificates for shares sold to you shall be issued only if
specifically requested and upon terms specified from time to time by the
Trustees of the Fund. If no open account registration or transfer instructions
are received by the Agent within 20 days after payment by you for shares sold
to you, an open account for such shares will be established in your name. You
agree to hold harmless and indemnify us, the Agent and the Fund, for any loss
or expenses resulting from such open account registration of such shares.
14. No person is authorized to make any representations concerning shares of
the Funds except those contained in the then current Prospectuses of the Funds
and in sales literature issued by us supplemental to such Prospectuses or
approved in writing by us. In purchasing shares from us, you shall rely solely
on the representations contained in such Prospectuses and such sales
literature. We will furnish you with additional copies of such Prospectuses and
such sales literature and other releases and information issued by us in
reasonable quantities upon request.
(a) If, with prior approval from us, you use any advertisement or sales
literature which has not been supplied by us, you are responsible for ensuring
that the material complies with all applicable regulations and has been filed
with the appropriate authorities. Also, you will send us copies of all such
materials within (10) days after first use.
(b) You shall indemnify and hold us (and our directors, officers, employees,
controlling persons and agents) and the Fund and its Trustees and officers
harmless from and against any and all losses, claims, liabilities and expenses
(including reasonable attorneys' fees) ("Losses") incurred by us or any of them
arising out of (i) your dissemination of information regarding any Fund that is
alleged to contain an untrue statement of material fact or any omission of a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading and that was not
published or provided to you by or on behalf of us, or accurately derived from
information published or provided by or on behalf of us or any of our
Affiliates, (ii) any breach by you of any representation, warranty or agreement
contained in this Dealer Agreement, or (iii) any willful misconduct or
negligence on your part in the performance of, or failure to perform, your
obligations under this Dealer Agreement, except to the extent such losses are
caused by our breach of this Dealer Agreement or our willful misconduct or
negligence in the performance, or failure to perform, our obligations under
this Dealer Agreement. This Section (14) shall survive termination of this
Dealer Agreement.
15. The Fund reserves the right in its discretion and we reserve the right in
our discretion, without notice, to refuse any order for the purchase of Fund
shares for any reason whatsoever, and to suspend sales or withdraw the offering
of Fund shares (or shares of any class(es)) entirely. We reserve the right, by
written notice to you, to amend, modify, cancel or assign this Dealer Agreement
and any appendices that are now or in the future attached to this Dealer
Agreement. Notice for all purposes shall be deemed to be given when mailed or
electronically transmitted to you.
3
16. This Dealer Agreement shall replace any prior agreement between you and us
or any of our predecessor entities (including but not limited to CDC IXIS Asset
Management Distributors, L.P., Nvest Funds Distributor, L.P., New England
Funds, L.P., TNE Investment Services Corporation, and Investment Trust of
Boston Distributors, Inc.) and is conditioned upon your representation and
warranty that you are (i) registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended, and are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"), (ii) a Registered
Investment Adviser under state and/or federal law, (iii) ineligible for NASD
membership because you are a foreign dealer, or (iv) bank chartered by the
appropriate state or federal agency and authorized to enter into and perform
the transactions contemplated by this Dealer Agreement. Regardless of whether
you qualify, under (i), (ii) (iii) or (iv), you and we agree to abide by the
Rules and Regulations of the NASD, including without limitation Conduct Rules
2310, 2420, 3110, 3510 and 2830, and all applicable state and federal laws,
rules and regulations.
(a) You will not offer Fund shares for sale in any state (a) where they are not
qualified for sale under the blue sky laws and regulations of such state or
(b) where you are not qualified to act as a dealer or adviser.
(b) In the event that you offer Fund shares outside the United States, you
agree to comply with the applicable laws, rules and regulations of the foreign
government having jurisdiction over such sales, including any regulations of
United States military authorities applicable to solicitations to military
personnel.
17. If non-public personal information regarding either party's customers or
consumers is disclosed to the other party in connection with this Dealer
Agreement, the party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this Dealer
Agreement and in accordance with Regulation S-P.
18. Each party to this Dealer Agreement hereby agrees to abide by and comply
with all relevant anti-money laundering laws and regulations, including without
limitation the Bank Secrecy Act, as amended, and the USA PATRIOT Act of 2001.
Each party represents that it has established an Anti-Money Laundering Program
that complies with all material aspects of the USA PATRIOT Act of 2001 and
other applicable anti-money laundering laws and regulations. Each party also
hereby agrees to comply with any new or additional anti-money laundering laws
or regulations.
19. You hereby represent that you have established and will maintain a business
continuity program, in compliance with NASD Rules 3510 and 3520, designed to
ensure that you will at all times fulfill your obligations as set forth in this
Dealer Agreement.
20. All communications to us should be sent to the above address. Any notice to
you shall be duly given if mailed or faxed to you at the address specified by
you below.
21. This Dealer Agreement together with attached appendices shall be effective
when accepted by you below and shall be governed by and construed under the
laws of the Commonwealth of Massachusetts.
22. This Dealer Agreement together with attached appendices shall be effective
as against you and your successor in interest. All obligations,
representations, warranties and covenants made and belonging to you shall be
enforceable against your successor in interest to the same extent that such
would be enforceable against you.
Accepted: IXIS Asset Management Distributors, L.P.
--------------
Dealer's Name By: IXIS Asset Management Distribution
Corporation, its general partner
Address:
--------------
-------------- Address: 000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
--------------
By: By:
--------------------------------- ------------------------------------
Authorized Signature of Dealer Authorized Signature
-------------------------------------
(Please print name)
Date: ____________________________
4
Appendix A
IXIS Asset Management Distributors, L.P.
Policies and Procedures with Respect to Mutual Fund Trading
The Company shall establish and maintain effective internal policies and
controls, including operational and system controls, with respect to the
processing of orders of the funds received prior to and after the close of the
New York Stock Exchange - normally 4:00 p.m. Eastern Time ("Pricing Time") for
the purchase, redemption and exchange of shares of mutual funds, including
mutual funds distributed by us (each, a "Fund").
For all transactions in the Funds, the Company shall follow all applicable
rules and regulations and shall establish internal policies regarding the
timely handling of orders for the purchase, redemption and exchange of shares
of the Funds ("Fund Orders") and maintain effective internal controls over the
ability to distinguish and appropriately process Fund Orders received prior to
and after the Fund's Pricing Time, including operational and systems controls.
Specifically, the Company represents as of the date of this amendment and each
time that it accepts a Fund Order on behalf of a Fund that:
.. The Company's policies and procedures provide reasonable assurance that Fund
Orders received by the Company prior to the Fund's Pricing Time are
segregated from Fund Orders received by the Company after the Fund's Pricing
Time and are properly transmitted to the Funds (or their agents) for
execution at the current day's net asset value ("NAV").
.. The Company's policies and procedures provide reasonable assurances that
Fund Orders received by the Company after the Fund's Pricing Time are
properly transmitted to the Funds (or their agents) for execution at the
next day's NAV.
.. The Company's policies and procedures provide reasonable assurance that
transactional information is delivered to the Funds (or their agents) in a
timely manner.
.. The Company has designed procedures to provide reasonable assurance that
policies with regard to the receipt and processing of Fund Orders are
complied with. Such procedures either prevent or detect on a timely basis
instances of noncompliance with the policies governing the receipt and
processing of Fund Orders.
.. Policies and procedures governing the timely handling of Fund Orders have
been designed and implemented effectively by all third parties to whom the
Company has designated the responsibility to distinguish and appropriately
process Fund Orders received prior to and after the Fund's Pricing Time.
To the extent we or IXIS Asset Management Services, Inc., our affiliated
transfer agent, have entered into related agreements with the Company regarding
your handling of Fund Orders, you acknowledge and agree that this appendix
shall apply to your handling of all Fund Orders, whether authorized under the
Dealer Agreement or any other agreement with us or our affiliates. The
Company's submission and our acceptance of an order for the Funds, or receipt
by us of an executed copy of this Dealer Agreement from you represents your
acknowledgement and acceptance of the terms and conditions of this appendix.
5
Appendix B
IXIS Asset Management Distributors, L.P.
Policies and Procedures with Respect to Sales of Funds Offering Multiple
Classes Of Shares
In connection with the offering of certain Funds (the Funds") with multiple
classes of shares, one subject to a front-end sales load and a service fee or
service and distribution fee ("Class A shares"), one subject to a service fee,
a distribution fee, no front-end sales load and a contingent deferred sales
charge ("CDSC") on redemptions within a time period specified in the then
current Prospectus (which for purposes of these policies and procedures shall
include the Funds' then current statement of additional information) of the
Fund ("Class B shares"), one subject to a front-end sales load, service fee,
distribution fee and a CDSC on redemptions within a period specified in the
then current Prospectus of the Fund ("Class C shares") and one intended only
for certain institutional investors and subject to no front-end sales load
("Class Y shares"), an investor must choose the method of purchasing shares
which best suits his/her particular circumstances. To assist investors in these
decisions, the Distributor has instituted the following policies with respect
to orders for Fund shares. These policies apply to every entity distributing
Fund shares.
1. No purchase order may be placed for Class B shares if the amount of the
orders equals or exceeds $100,000 or the order is eligible for a net asset
value purchase price (i.e., no front-end sales charge) of Class A shares, as
provided in the Prospectus.
2. No purchase order may be placed for Class C shares if the amount of the
order equals or exceeds $1,000,000 or the order is eligible for a net asset
value purchase price (i.e., no front-end sales charge) of Class A shares
unless the investor indicates on the relevant section of the application
that the investor has been advised of the relative advantages and
disadvantages of Classes A and C shares.
3. Any purchase order for less than $1,000,000 may be for either Class A, B or
C shares in light of the relevant facts and circumstances, including:
a) the specific purchase order dollar amount;
b) the length of time the investor expects to hold his/her shares; and
c) any other relevant circumstances such as the availability of purchase
under a Letter of Intent, Breakpoints (a volume discount), or Rights of
Accumulation, as described in the Prospectus.
4. Investors may purchase Class Y shares only if they meet the identity,
suitability, minimum investment and other standards set forth in the Funds'
then current Class Y Prospectuses:
a) tax-qualified retirement plans ($2,000,000 minimum initial investment);
b) endowments, foundations and other tax-qualified organizations
($1,000,000 minimum initial investment);
c) separate accounts of certain insurance companies (no minimum);
d) omnibus accounts of retirement plans with at least 500 eligible plan
participants and $1,000,000 of plan assets.
Investors otherwise eligible to purchase Class Y shares but who will not make
the initial minimum investment amount are eligible to invest in Class A, B or C
shares. They should be advised, however, of the lower fees and expenses
applicable to Class Y shares and should consider whether a larger investment,
to meet the Class Y requirements, would be appropriate and desirable for their
circumstances.
There are instances when purchasing one class of shares may be more appropriate
than the others. For example, investors who would qualify for a significant
discount from the maximum sales load on Class A shares may determine that
payment of such a reduced front-end sales load and service fee is preferable to
payment of a higher ongoing distribution fee. Investors whose orders would not
qualify for such a discount and who anticipate holding their investment for
more than eight years might consider Class B shares because 100% of the
purchase price is invested immediately. Investors making smaller investments
who anticipate redeeming their shares within eight years might consider Class C
shares for the same reason.
Appropriate supervisory personnel within your organization must ensure that all
employees and representatives receiving investor inquiries about the purchase
of shares of a Fund advise the investor of then available pricing structures
offered by the Funds, and the impact of choosing one class of shares over
another. You shall inform investors of available breakpoints and ensure that
such investor receives access to representatives and employees within your
organization to answer any inquiries that such investor may have with respect
to available and applicable breakpoints. In some instances it may be
appropriate for a supervisory person to discuss a purchase with the investor.
This policy is effective with respect to any order for the purchase of shares
of a Fund offering multiple classes of shares.
Questions relating to this policy should be directed to Xxxx X. Xxxxxx,
President and Chief Executive Officer, IXIS Asset Management Distributors, L.P.
at (000) 000-0000.
6
