Exhibit (e)(16)
CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
DEALER AGREEMENT
As dealer for our own account, we offer to sell to you shares of each of the
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
(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 or
service and distribution plan adopted pursuant to Rule 12b-1 under the Act):
1. In all sales of shares of the Funds to the public you shall act as dealer for
your own account, and in no transaction shall you have any authority to act as
agent for any of the Funds or for us.
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
used herein 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.
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.
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).
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 pay you, upon receipt by us from the
Fund(s), a quarterly services fee or services 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 and 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
1
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.
(b) You shall furnish us and the Fund with such information as shall reasonably
be requested by the Trustees or Directors 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 or Directors 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 Distributor's 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 Distributor's 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 or Directors, including a majority of the
Trustees or Directors 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 shares only from us or from your customers. If you
purchase 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 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 as established by 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 as 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.
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
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)
2
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 Class A 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. 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.
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.
You shall indemnify and hold us (and our directors, officers, employees,
controlling persons and agents) 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 Agreement, or (iii) any
willful misconduct or negligence on your part in the performance of, or failure
to perform, your obligations under this Agreement, except to the extent such
losses are caused by our breach of this Agreement or our willful misconduct or
negligence in the performance, or failure to perform, our obligations under this
Agreement. This Section (14) shall survive termination of this 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.
Notice for all purposes shall be deemed to be given when mailed or
electronically transmitted to you.
16. This Dealer Agreement shall replace any prior agreement between you and us
or any of our predecessor entities (including but not limited to 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) a member of the National
Association of Securities Dealers, Inc. (NASD) or a Registered Investment
Advisor, or, (ii) that you are ineligible for NASD membership because you are a
foreign dealer, in either case you agree that, in making any sales to purchasers
3
within the United States of securities acquired from us, you will conform to the
provisions of paragraphs (a) and (b) of Rule 2420 of the NASD's Conduct Rules.
You and we agree to abide by the Rules and Regulations of the NASD. Including
without limitation Conduct Rules 2310, 3110, and 2830, and all applicable state
and federal laws, rules and regulations.
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 advisor.
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. In accordance with Regulation S-P, if non-public personal information
regarding either party's customers or consumers is disclosed to the other 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.
18. All communications to us should be sent to the above address. Any notice to
you shall be duly given if mailed or telegraphed to you at the address specified
by you below. This Agreement shall be effective when accepted by you below and
shall be governed by and construed under the laws of the Commonwealth of
Massachusetts.
Accepted: CDC IXIS Asset Management Distributors, L.P.
__________________________________ By:___________________________________
Dealer's Name
Address
----------------------------------
By:_______________________________
Authorized Signature of Dealer
----------------------------------
(Please print name)
Date:_____________________________
4
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 of the Fund ("Class B shares"), one subject to a front-end sales
load, service fee, distribution fee and a CDSC if redeemed in the first year
("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 each Broker-Dealer and Advisor distributing Fund shares.
1. No purchase order may be placed for Class B shares if the amount of the
orders 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, 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 Class 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. The following types of investors are eligible only to purchase Class Y
shares, so long as they meet the minimum initial investment standard:
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.
Institutional investors described above 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. 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, CDC IXIS Asset Management Distributors,
L.P. at (000) 000-0000.
5
