UMB DISTRIBUTION SERVICES, LLC Milwaukee, Wisconsin 53233 DEALER AGREEMENT FOR THE SALE OF SHARES OF ADELANTE FUNDS
UMB
DISTRIBUTION SERVICES, LLC
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx,
Xxxxxxxxx 00000
Gentlemen:
We
have
entered into a Distribution Agreement with Adelante Funds (the “Trust”), a
business trust registered as a management investment company under the
Investment Company Act of 1940 (the “1940 Act”), in connection with its initial
series, and such other series as may be added to the Trust in the future
(collectively the “Funds”), pursuant to which we have been appointed distributor
of shares of the Funds.
This
Dealer Agreement (the “Agreement”) has been adopted pursuant to Rule 12b-1 under
the 1940 Act by the Trust on behalf of the Funds under Plans of Distribution
(the “Plan”) adopted pursuant to said Rule. This Agreement, being made between
UMB Distribution Services, LLC (the “Distributor”) and the undersigned
authorized dealer, relates to the services to be provided by the authorized
dealer and for which it is entitled to receive payments pursuant to the
Plan.
1. To
the
extent that you provide distribution assistance and/or account maintenance
and
personal services in
accordance with the Plan and applicable rules of the National Association of
Securities Dealers, Inc. (the “NASD”) to those of your customers who may from
time to time directly or beneficially own shares of the Funds, you shall be
entitled to a fee periodically pursuant to this Agreement.
2. The
fee
paid with respect to each applicable Fund will be computed daily and paid
quarterly at an annual rate of up to 0.25% of the average net asset value of
the
Class K shares of such Fund purchased or acquired by your firm as nominee for
your customers, or are owned by those customers of your firm whose records,
as
maintained by the Fund or its transfer agent, designate your firm as the
customers’ dealer of record or holder of record (the “Subject Shares”). For
purposes of determining the fees payable under this Agreement, the average
daily
net asset value of the Subject Shares will be computed in the manner specified
in the Funds’ Registration Statement (“Registration Statement”) (as the same is
in effect from time to time) in connection with the computation of the net
asset
value of shares for purposes of purchases and redemptions.
3. The
total
of the fees calculated for each respective Fund for any period with respect
to
which such calculations are made will be paid within 45 days after the close
of
such period. We reserve the right at any time to impose minimum fee payment
requirements before any periodic payments will be made to you
hereunder.
In
the
event payment due for a period is less than $10.00, such payment may not be
made
but will be included with the next scheduled payment when the aggregate due
exceeds $10.00.
4. You
shall
promptly furnish us and the Funds with such information as shall reasonably
be
requested either by the Trustees of the Funds or by us with respect to the
services provided and the fees paid to you pursuant to this Agreement, including
but not limited to blue sky sales reports. We shall furnish the Trustees of
the
Funds, for their review on a quarterly basis, a written report of the amounts
expended under the Plan by us and the purposes for which such expenditures
were
made.
5. Orders
shall be placed either directly with the Funds’ Transfer Agent in accordance
with such procedures as may be established by us or the Transfer Agent, or
with
the Transfer Agent through the facilities of the National Securities Clearing
Corporation (“NSCC”), if available, in accordance with the rules of the NSCC. In
addition, all orders are subject to acceptance or rejection by the Distributor
or the relevant Fund in the sole discretion of either. Purchase orders shall
be
subject to receipt by the Trust’s Transfer Agent of all required documents in
proper form and to the minimum initial and subsequent purchase requirements
set
forth in the Registration Statement.
6. Settlement
of transactions shall be in accordance with such procedures as may be
established by us, the Transfer Agent or, if applicable, the rules of the NSCC.
If payment is not so received, we and the Funds reserve the right forthwith
to
cancel the sale, or at the option of us or the Funds to sell the Shares at
the
then prevailing net asset value, in which in either case you agree to be
responsible for any loss resulting to the Funds and/or to us from your failure
to make payments as aforesaid.
7. You
shall
be allowed the concessions from the public offering price, if any, as set forth
in the then current prospectus of the Funds. Unless at the time of transmitting
an order you advise the Fund and its Transfer Agent to the contrary, a Fund
may
consider an order for its shares 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 current prospectus of the Funds.
8. If
any
shares sold to you are redeemed by the Funds or repurchased for the account
of
the Fund or are tendered to the Funds for redemption or repurchase within seven
business days after the date of confirmation to you of your original purchase
order for said Shares, you agree to pay forthwith to us the full amount of
any
dealer concession allowed or commission paid to you on the original sale, and
we
agree to pay the amount of any such dealer concession to the Fund when received
by us. Alternatively, we may, in our discretion, withhold payment to you of
such
shares.
9. For
all
purposes of this Agreement you will be deemed to be an independent contractor
and neither you nor any of your employees or agents shall have any authority
to
act in any matter or in any respect as agent for the Funds or for the
Distributor. Neither you nor any of your employees or agents are authorized
to
make any representation concerning shares of the Funds except those contained
in
the then current Prospectus and Statement of Additional Information for the
Funds, as amended or supplemented, or in such financial and other statements
which may be furnished to you, or as may properly be included in sales
literature or advertisements in accordance with the provisions of the Securities
Act of 1933 (the “1933 Act”), the 1940 Act and applicable rules of the NASD. By
your written acceptance of this Agreement, you agree to and do release,
indemnify and hold us and the Funds and their trustees, officers, employees
and
agents harmless from and against any and all liabilities, losses, claims,
demands, charges, costs and expenses (including reasonable attorneys fees)
resulting from requests, directions, actions or inactions of or by you or your
officers, employees or agents or the purchase, redemption, transfer or
registration of shares of the Funds (or orders relating to the same) by you
or
your clients, or from your breach of any of the terms of this agreement. In
the
event we or the Funds determine to refund any amount paid by an investor by
reason of any such violation, you shall return to us or the funds any commission
previously paid or discounts allowed with respect to the transaction for which
the refund is made. Notwithstanding anything herein to the contrary, the
foregoing indemnity and hold harmless agreement shall indefinitely survive
the
termination of this Agreement.
10. We
may
enter into other similar agreements with any other person without your
consent.
11. You
represent that you are a member of the NASD and agree to maintain membership
in
the NASD. You agree to abide by all the rules and regulations of the Securities
and Exchange Commission and the NASD which are binding upon underwriters and
dealers in the distribution of the securities of open-end investment companies,
including without limitation, Section 2830 of the NASD Conduct Rules, all of
which are incorporated herein as if set forth in full. You shall comply with
all
applicable laws including state and Federal laws and the rules and regulations
of authorized regulatory agencies. You will not sell or offer for sale shares
of
any Fund in any state or jurisdiction where (i) you are not qualified to do
so
or (ii) the shares are not qualified for sale, including under the Blue Sky
laws
and regulations for such state, except for jurisdictions in which they are
exempt from qualification. You agree to notify us immediately if your license
or
registration to act as a broker-dealer is revoked or suspended by any Federal,
self-regulatory or state agency. We do not assume any responsibility in
connection with your registration under the laws of the various states or
jurisdictions or under federal law or your qualification under any applicable
law or regulation to offer or sell shares.
12. You
agree
to maintain all records required by law relating to transactions involving
the
shares, and upon the request of us, or the Trust, promptly make such of these
records available to us or the Trust’s administrator as are requested. In
addition you hereby agree to establish appropriate procedures and reporting
forms and/or mechanisms and schedules in conjunction with us and the Trust’s
administrator, to enable the Trust to identify the location, type of, and sales
to all accounts opened and maintained by your customers or by you on behalf
of
your customers.
13. This
Agreement may be terminated with respect to any Fund at any time without payment
of any penalty, upon notice to the other party, by the Distributor or the vote
of a majority of the Trustees of such Fund who are not interested persons of
that Fund (the “Independent Trustees”) or by a vote of a majority of the Fund’s
outstanding shares. It will be terminated, without notice, by any act which
terminates either the Distribution Agreement with us or Distribution Plan,
upon
your expulsion or suspension from the NASD, and in any event, shall terminate
automatically in the event of its assignment as that term is defined in the
1940
Act. We may in our sole discretion modify or amend this Agreement upon written
notice to you of such modification or amendment, which shall be effective on
the
date stated in such notice.
14. The
provisions of the Distribution Agreement, insofar as they relate to our
obligations and the payment of fees hereunder, are incorporated herein by
reference. This Agreement shall become effective upon acceptance and execution
by us. Unless sooner terminated as provided herein, this Agreement shall
continue in full force and effect as long as the continuance of the applicable
Plan of Distribution and this related Agreement are approved at least annually
by a vote of the Trustees, including a majority of the Trustees who are not
interested persons of the Trust and have no direct or indirect financial
interest in the operation of the Plan of Distribution or any agreements related
to the Plan of Distribution, cast in person at a meeting called for the purpose
of voting thereon. All communications to us should be sent to the address shown
on the first page of this Agreement. Any notice to you shall be duly given
if
mailed or telegraphed to you at the address specified by you
below.
15. You
will
not use the name of the Trust or any Fund in a manner not approved by the Trust
prior thereto in writing; provided,
however,
that the
approval of the Trust shall not be required for the use of the Trust’s name or
the name of any Fund in connection with communications permitted by Sections,
1,
5, 6 and 12 hereof or which is required by the Securities and Exchange
Commission or any other appropriate regulatory, governmental or judicial
authority provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
16. This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, excluding the laws on conflicts of laws.
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UMB
DISTRIBUTION SERVICES, LLC
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Name
of Dealer (Please Print or Type)*
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000
Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
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Xxxxxxxxx,
Xxxxxxxxx 00000-0000
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Address
of Dealer
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By:
______________________________
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By:
__________________________
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Authorized
Officer
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Authorized
Officer
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_______________________________
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__________________________
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Print
Name
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Print
Name
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Date:
______________________________
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Date:
_________________________
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Phone
:_____________________________
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*NOTE:
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Please
sign and return both copies of this Agreement to UMB Distribution
Services, LLC, Attention: Xxxx XxXxxxxxx. Upon acceptance, one
countersigned copy will be returned to you for your
files.
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