DEALER AGREEMENT
OCC CASH RESERVES, INC.
FROM:
TO:
OCC Distributors
World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
We desire to enter into an agreement with you for the sale and distribution
of the shares of each of the portfolios of OCC Cash Reserves, Inc. for which you
are Distributor (hereinafter referred to as the "Fund") and whose shares are
offered to the public at an offering price of $1.00 per share which does not
include a sales charge (hereinafter referred to as "Shares"). Upon acceptance
of this Agreement by you, we understand that we may offer and sell Shares
subject, however, to all of the terms and conditions hereof and to your right,
without notice, to suspend or terminate the sale of the Shares of the Fund.
1. We understand that the Shares will be offered and sold at the public
offering price in effect at the time the order for such Shares is confirmed and
accepted by you. All purchase requests and applications submitted by us are
subject to acceptance or rejection in your sole discretion, and, if accepted,
each purchase will be deemed to have been consummated at the office of your
shareholder servicing agent, Boston Financial Data Services, Inc.
2. We certify (a) that we are a member of the National Association of
Securities Dealers, Inc. ("NASD") and agree to maintain membership in the NASD
or in the alternative (b) that we are a foreign dealer not eligible for
membership in the NASD. In either case, we 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 26 of
Article III of the NASD Rules of Fair Practice, all of which are incorporated
herein as if set forth in full. We agree that we will not sell or offer for
sales Shares in any state of jurisdiction where they have not been qualified for
sale.
3. We will offer and sell Shares of the Fund only in accordance with the
terms and conditions of its then current Prospectus and we will make no
representations not included in said Prospectus or in any authorized
supplemental material supplied by you. We will use our best efforts in the
development and promotion of sales of Shares and agree to be responsible for the
proper instruction and training of all sales personnel employed by us, in order
that the Shares will be offered in accordance with the terms and conditions of
this Agreement and all applicable laws, rules and regulations. We agree to hold
you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which violation may result in liability to you or any Fund;
and in the event you determine to refund any amounts paid by any investor by
reason of any such violation on our part, we shall return to you any commissions
previously paid or discounts allowed by you to us with respect to the
transaction for which the refund is made. All expenses which we incur in
connection with our activities under this Agreement shall be borne by us.
4. Pursuant to plans adopted in compliance with Rule 12b-1 under the
Investment Company Act of 1940, we understand that it is your intention to pay a
fee based on the average daily net asset value of each account serviced by us at
an annual rate set forth in the appendix to this Agreement and in the Fund
prospectus. Such fee shall be computed and paid quarterly or otherwise as of
such times as are agreeable to you for accounts for which we are the dealer of
record. In consideration of these fees we agree to provide shareholder and
administrative services to such accounts, which include: answering client
inquiries concerning the Funds; assisting clients in liquidating or in
purchasing shares; maintaining client account records; serving as liaison
between clients, the Fund's transfer agent and us. We understand that the
Plans, payments thereunder and this paragraph of the Agreement may be amended or
terminated at any time, without penalty by (a) the vote of a majority of the
Directors of a Fund who are not "interested persons: or (b) the vote of a
majority of the outstanding voting securities of the affected fund.
5. We understand that the payment of 12b-1 fees are subject to change by
you from time to time, upon written or telegraphic notice to us, and any orders
placed after the effective date of such changes shall be subject to the rates in
effect at the time of receipt of the payment by you.
6. Payments for purchases of Shares made by wire order from us shall be
made to you and received by you together with all necessary applications and
other documents required to establish an account within five business days after
the acceptance of our order or such shorter time as may be required by law. If
such timely payment is not received by you, we understand that you reserve the
right, without notice, forthwith to cancel the sale, or, at your options, to
sell the Shares ordered by us back to the Fund, in which latter case we will be
held responsible for any loss, including loss of profit, suffered by you
resulting from our failure to make the aforesaid payment. Where sales of Fund's
Shares are contingent upon the Fund's receipt of funds in payment therefore, we
will forward promptly to you any purchase orders and/or payments received by us
from investors.
7. We agree to purchase Shares only from you or from our customers. If we
purchase Shares from you, we agree that all such purchases shall be made only to
cover orders received by us from our customers, or for own bona fide investment.
If we purchase Shares from our customers, we agree to pay such customers not
less than the applicable repurchase price as established by the then current
Fund Prospectus.
8. Your obligations to us under this Agreement are subject to all the
provisions of any distributorship agreement entered into between you and the
Fund. We understand and agree that in performing our services covered by this
Agreement we are acting as principal, and you are in no way responsible for the
manner of our performance or for any of our acts, employees or representatives
as your agent, partner or employee, or the agent or employee of the Fund.
9. We may terminate this Agreement by notice in writing to you, which
termination shall become effective thirty days after the date of mailing to you.
We agree that you have and reserve the right, in your sole discretion without
notice, to suspend sales of Shares of the Fund, or to withdraw entirely the
offering of Shares of the Fund, or, in your sole discretion, to modify, amend or
cancel this Agreement upon written notice to us of such modification, amendment
or cancellation, which shall be effective on the date stated in such notice.
Without limiting the foregoing, you may terminate this Agreement for cause on
violation by us of any of the provisions of this Agreement, said termination to
become effective on the date of mailing notice to us of such termination.
Without limiting the foregoing, any provision hereof to the contrary
notwithstanding, our expulsion from the NASD will automatically terminate this
Agreement without notice; our suspension from the NASD, the appointment of a
trustee for all or substantially all of our business assets, or violation of
applicable State or Federal laws or rules and regulations of authorized
regulatory agencies will terminate this Agreement effective upon the date of
your mailing notice to us of such termination. Your failure to terminate for
any cause shall not constitute a waiver of your right to terminate at a later
date for any such cause. All notices hereunder shall be to the respective
parties at the addresses listed hereon, unless changed by notice given in
accordance with this Agreement.
10. This Agreement shall become effective as of the date when it is
executed and dated by you below and shall be in substitution of any prior
agreement between you and us covering any of the Funds. This Agreement and all
the rights and obligations of the parities hereunder shall be governed by and
construed under the laws of the State of New York. This Agreement is not
assignable or transferable, except that your firm may assign or transfer this
Agreement to any successor firm or corporation which becomes the Distributor or
Sub-distributor of the Funds.
"Accepted"
By: __________________________ OCC DISTRIBUTORS
(Authorized Signature)
By: _______________________
__________________________ Xxxxx X. Xxxxxxxx
(Please Print Name) President
Date:__________________________
