DEALER SALES CONTRACT
Between: ▇▇▇▇▇▇ Retail Management Limited Partnership and [Name of Dealer]
General Distributor of
The ▇▇▇▇▇▇ Family of Mutual Funds
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
As general distributor of The ▇▇▇▇▇▇ 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,
▇▇▇▇▇▇ RETAIL MANAGEMENT LIMITED PARTNERSHIP
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
President
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 By:
/ / Corporation ------------------------------
/ / Other - please specify: Authorized Signature, Title
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Address
Please provide your organization's
Tax Identification Number on the
following line:
Dated:
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Please return the signed ▇▇▇▇▇▇ copy to ▇▇▇▇▇▇ Mutual Funds Corp., ▇.▇.
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Approval:
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Date required:
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