1
DEALER SALES CONTRACT
Between: XXXXXX MUTUAL FUNDS CORP. and
General Distributor of
The Xxxxxx Family of Mutual Funds
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
As general distributor of The Xxxxxx Family of Mutual Funds
(the "Funds"), we agree to sell you shares of beneficial
interest issued by the Funds (the "Shares"), subject to any
limitations imposed by any of the Funds and to confirmation
by us in each instance of such sales. By your acceptance
hereof, you agree to all of the following terms and
conditions:
1. OFFERING PRICE AND FEES
The public offering price at which you may offer the Shares
is the net asset value thereof, as computed from time to
time, plus any applicable sales charge described in the then-
current Prospectus of the applicable Fund. As compensation
for each sale of Shares made by you, you will be allowed the
dealer discount if any, on such Shares described in the then-
current Prospectus of the Fund whose Shares are sold. We
reserve the right to revise the dealer discount referred to
herein upon ten days' written notice to you. We will
furnish you upon request with the public offering prices for
the Shares, and you agree to quote such prices in connection
with any Shares offered by you for sale. Your attention is
specifically called to the fact that each sale is always
made subject to confirmation by us at the public offering
price next computed after receipt of the order. There is no
sales charge or dealer discount to dealers on the
reinvestment of dividends and distributions.
In addition to the dealer discount, if any, allowed pursuant
to the foregoing provisions of this Section 1, we may, at
our expense, provide additional promotional incentives or
payments to dealers. If non-cash concessions are provided,
each dealer earning such a concession may elect to receive
an amount in cash equivalent to the cost of providing such
concessions. Notice of the availability of concessions will
be given to you by us. All dealer discounts, promotional
incentives, payments and concessions will be made by us in
accordance with National Association of Securities Dealers,
Inc. ("NASD") guidelines and rules.
2. MANNER OF OFFERING,
SELLING AND PURCHASING SHARES
We have delivered to you a copy of each Fund's current
Prospectus and will provide you with such number of copies
of each Fund's Prospectus, Statement of Additional
Information and shareholder reports and of supplementary
sales materials prepared by us, as you may reasonably
request. You will offer and sell the Shares only in
accordance with the terms and conditions of the current
Prospectus and Statement of Additional Information of the
applicable Fund. Neither you nor any other person is
authorized to give any information or to make any
representations other than those contained in such
Prospectuses, Statements of Additional Information and
shareholder reports or in such supplementary sales
materials. You agree that you will not use any other
offering materials for the Funds without our written
consent.
You hereby agree:
(i) to exercise your best efforts to find purchasers
for the Shares of the Funds,
(ii) to furnish to each person to whom any sale is made
a copy of the then-current Prospectus of the applicable
fund,
(iii) to transmit to us promptly upon receipt any and all
orders received by you, and
(iv) to pay to us the offering price, less any dealer
discount to which you are entitled, within three (3)
business days of our confirmation of your order, or
such shorter time as may be required by law. If such
payment is not received within said time period, we
reserve the right, without prior notice, to cancel the
sale, or at our option to return the Shares to the
issuer for redemption or repurchase. In the latter
case, we shall have the right to hold you responsible
for any loss resulting to us. Should payment be made
by check, liquidation of Shares may be delayed pending
clearance of the check. In the event your check is
dishonored for any reason, you shall remain liable for
the purchase price and any loss incurred by us. In
addition, should payment be made by means of a second
or third party check, you shall be deemed to have made
all presentment, transfer and other applicable
warranties set forth in the Uniform Commercial Code,
and in the event such check is either dishonored or
subsequently determined to be invalid for any reason
(including without limitation as a result of such check
having been lost, stolen or unauthorized) you shall
remain liable for the purchase price and any loss
incurred by us.
3. COMPLIANCE WITH LAW
You hereby represent that you are registered as a broker-
dealer under the Securities Exchange Act of 1934, as
amended, and are licensed and qualified as a broker-dealer
or otherwise authorized to offer and sell the Shares under
the laws of each jurisdiction in which the Shares will be
offered and sold by you. You further confirm that you are a
member in good standing of the NASD and agree to maintain
such membership in good standing or, in the alternative, you
are a foreign dealer not eligible for membership in the
NASD.
You agree that in selling Shares you will comply with all
applicable laws, rules and regulations, including the
applicable provisions of the Securities Act of 1933, as
amended, the applicable rules and regulations of the NASD,
and the applicable rules and regulations of any jurisdiction
in which you sell, directly or indirectly, any Shares. You
agree not to offer for sale or sell the Shares in any
jurisdiction in which the Shares are not qualified for sale
or in which you are not qualified as a broker-dealer.
4. RELATIONSHIP WITH DEALERS
In offering and selling Shares under this Contract, you
shall be acting as principal and nothing herein shall be
construed to constitute you or any of your agents, employees
or representatives as our agent or employee, or as an agent
or employee of the Funds. As general distributor of the
Funds, we shall have full authority to take such action as
we may deem advisable in respect of all matters pertaining
to the
distribution of the Shares. We shall not be under any
obligation to you, except for obligations expressly assumed
by us in this Contract.
5. TERMINATION
Either party hereto may terminate this Contract, without
cause, upon ten days' written notice to the other party. We
may terminate this Contract for cause upon the violation by
you of any of the provisions hereof, such termination to
become effective on the date such notice of termination is
mailed to you. This Contract shall terminate automatically
if either Party ceases to be a member of the NASD.
6. ASSIGNABILITY
This Contract is not assignable or transferable, except that
we may assign or transfer this Contract to any successor
which becomes general distributor of the Funds.
7. GOVERNING LAW
This Contract and the rights and obligations of the parties
hereunder shall be governed by and construed under the laws
of The Commonwealth of Massachusetts.
If the foregoing correctly sets forth our understanding,
please indicate your acceptance thereof in the space
provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.
Very truly yours,
XXXXXX MUTUAL FUNDS CORP.
By:
-----------------------------
Xxxxxxx X. Xxxxxxxx, President
and Chief Executive Officer
We accept and agree to the foregoing Contract as of the date
set forth below.
Please indicate which best
Dealer:__________________
describes your firm's entity:
/ / Partnership --------------------
/ / Corporation
By:
____________________ / / Other - please specify:
Authorized
Signature,
Title ---------
-----------
--------------------
----Please provide your organization's
Tax Identification Number on the -------------------------
following line: Address
----------------------------
Dated:___________________
Please return the signed Xxxxxx copy to Xxxxxx Mutual Funds
Corp., X.X. Xxx 00000, Xxxxxxxxxx, XX 00000-0000
Approval:_____________________
Date
required:________________
NF-1 9
