Exhibit (e)(ii)
SYNDICATED CAPITAL, INC.
SALES AGREEMENT
From: ____________________________
CRD# ____________________________
Address: ____________________________
____________________________
Contact: ____________________________
E-mail: ____________________________
To: Syndicated Capital, Inc.
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Gentlemen:
We desire to enter into an agreement with you for the sale and
distribution of the shares of each open-end investment company (or class or
series thereof having a separate portfolio) for which you act as principal
underwriter. Each such investment company (or such a class or series) is
hereafter referred to as a "Fund". A list of the Funds at the present time is
attached hereto as Appendix A. Upon acceptance of the Agreement by you, we
understand that we may offer and sell shares of each of the Funds (whether or
not listed in Appendix A), subject, however, to all of the terms and conditions
hereof and to your right, without notice, to suspend and terminate the sale of
the shares of any one or more of the Funds.
1. We understand that the shares of each Fund will be offered and sold
at the current offering price in effect at the time an 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 your office.
2. We certify that (a) we are a member in good standing of the
National Association of Security Dealers, Inc. ("NASD") and agree to maintain
membership in the NASD or (b) 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 that are
binding upon underwriting and dealers in the distribution of securities of
open-end investment companies, including, without limitation, NASD Rule 2830,
all of which are incorporated herein as if set forth in full. We further agree
to comply with all applicable state and federal laws and the rules and
regulations of authorized regulatory agencies. We agree that we will sell or
offer for sale shares of each Fund in those states or jurisdictions whose laws
permit the sales in question, whether or not such permission is dependent on
registration or qualification of a Fund or its shares under such law.
3. We will offer and sell the shares of each Fund only in accordance
with the terms and conditions set forth in the then current Prospectus relating
to that Fund (which term "Prospectus" used herein shall include any related
Statement of Additional Information), and we will make no representations not
included in said Prospectus or in any supplemental sales material authorized and
supplied by you. We will use our best efforts in the development and promotion
of sales of shares of each Fund and agree to be responsible for the proper
instruction and training of all sales personnel employed by or associated with
us, in order that such 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 and/or each Fund harmless and indemnify you and/or each Fund
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 and or any of the Funds; and in the event that
you and/or any Fund determine to refund any amount paid by any investor by
reason of any such violation on our part, we shall return to you and/or that
Fund any commission 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. We understand and agree that the sales charge and dealer commission
relative to any sales of shares of a Fund made by us will be in an amount as set
forth in the then current Prospectus relating to that Fund or in separate
written notice to us.
5. Payment for purchases of shares of each Fund made by wire order
from us shall be made to you or for your account and received by you within
three business days after the acceptance of our order or such shorter time as
may be
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required by law. If such payment is not received by you, we understand that you
reserve the right, without notice, to cancel the sale, or, at your option, to
sell the shares ordered by us back to the applicable Fund, in which latter case
we may be held responsible for any loss, including loss of profit, suffered by
you and/or that Fund resulting from our failure to make the aforesaid payment.
Where sales of the shares of any of the Funds are contingent upon the receipt of
payment thereof, we will forward promptly to you any purchase orders and/or
payments received by us from investors.
6. 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 our own bona fide
investment. If we purchase shares from our customers, we agree to pay such
customers not less than the redemption price as established by the then
applicable current Prospectus.
7. Unless at the time of transmitting an order we advise you to the
contrary, you may consider the order 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 applicable current Prospectus.
8. We understand and agree that if any shares sold by us under the
terms of this Agreement are redeemed by a Fund or are repurchased by you as
agent for that Fund or are tendered to that Fund for redemption within seven
business days after the confirmation to us of our purchase order for such
shares, we will promptly refund to you the full amount of the commission allowed
to us on the original sale.
9. Your obligations to us under this Agreement are subject to all the
provisions of any agreement entered into between you and the applicable Fund (or
investment company of which a Fund is a class or series). 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 or omissions in connection therewith. Nothing in this
agreement shall be construed to constitute us or any of our agents, employees or
representatives as your agent, partner or employee, or the agent or employee of
any Fund.
10. 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 any of the Funds, or to withdraw entirely
the offering of shares of any of the Funds, 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 or
violation of applicable state or federal laws or rules or 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 address listed hereon, unless changed by notice given in
accordance with this Agreement.
11. This Agreement shall become effective as of the date it is
executed and dated by you below. This Agreement may not be assigned or
transferred; provided, however that you may assign or transfer this Agreement to
any successor firm or corporation which becomes the principal underwriter or
distributor of any of the Funds.
This Agreement is to be governed by and construed in accordance with
the laws of the State of California.
Date________________________ _____________________________
(Name of Dealer Firm)
Agreed to and Accepted by:
SYNDICATED CAPITAL, INC. By___________________________
(Authorized Signature)
By__________________________ _____________________________
(Authorized Signature) (Name and Title)
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SYNDICATED CAPITAL, INC.
DISTRIBUTION AGREEMENT
This agreement is entered into by and between Syndicated Capital, Inc.
(The "Distributor") and the undersigned (the "Qualified Recipient") as of
____________________, 200___.
WHEREAS, the Distributor is the principal underwriter of certain
open-end investment companies (or classes or series thereof having separate
portfolios); each such investment company (or such a class or series) is
hereafter referred to as a "Fund"; and
WHEREAS, each Fund has adopted a Distributor Plan (the "Plan")
pursuant to Rule 12b-1 (the "Rule") under the Investment Company Act of 1940,
the Plan being described in the Fund's Statement of Additional Information; and
WHEREAS, the Plan authorizes the Distributor to enter into agreements
such as this Agreement with Qualified Recipients (as that term is defined in the
Plan) selected by the Distributor, and the Qualified Recipient has been so
selected; and
WHEREAS, the Plan authorizes the Distributor to make Permitted
Payments (as defined in the Plan) at a rate specified in an agreement such as
this Agreement based on the average value of the Qualified Holdings (as defined
in the Plan) of the Qualified Recipient (such rate being hereinafter referred to
as the "Qualified Holdings Rate"); and
WHEREAS, this Agreement is a "related agreement" as that form is used
in the Rule and is subject to all of the provisions of the Rule as to such
agreements;
NOW, THEREFORE, the Distributor and the Qualified Recipient agree as
follows: 1. If so specified in Appendix B to this Agreement, the Qualified
Recipient shall be entitled to Permitted Payments to be paid by the Distributor
at the annual Qualified Holdings Rate set forth in such Appendix after the end
of each calendar quarter (pro-rated for any portion of a calendar quarter during
which this Agreement is in effect for less than the full quarter); it is
understood and agreed that the Plan authorizes the Distributor to make final and
binding determinations as to a number of matters, including whether or not any
Fund shares are to be considered as Qualified Holdings of any particular
Qualified Recipient and what fund shares, if any, are to be attributed to a
partial Qualified Recipient, to a different Qualified Recipient or to no
Qualified Recipient.
2. The Distributor shall have the right at any time and from time to
time on written notice to the Qualified Recipient to amend Appendix B to this
Agreement or to substitute a new Appendix B, such amendment or substitution to
be effective on receipt by the Qualified Recipient of such written notice or on
such later date as is set forth in such notice. Such written notice need not be
in the form of a formal amendment to or substitution for this Agreement and/or
Appendix B but may be in the form of a letter or other written communications.
Each such notice shall upon effectiveness be deemed a part of this Agreement.
3. If, as permitted by the Plan, a majority of each Fund's Qualified
Trustees (as defined in the Plan) decrease or limit the amount payable under
this Agreement, such decrease or limit shall be effective upon such action by
such Qualified Trustees (unless such action contemplates a later effectiveness
for such decrease or limit); the Distributor will notify the Qualified Recipient
of such action as soon as practicable.
4. This agreement shall go into effect with respect to each Fund on
the later of the date set forth above or the date on which it is approved by a
vote of the Fund's Board of Trustees and of the Qualified Trustees cast in
person at a meeting called for the purpose of voting on this Agreement and shall
continue in effect (unless terminated) until the December 31st next succeeding
such effective date and will continue thereafter only if such continuance is
specifically approved at least annually in the manner heretofore specified for
initial approval. This Agreement will terminate automatically in the event of
its assignment (as that term is used in the Rule) or if the Plan is terminated.
This Agreement with respect to any Fund may also be terminated at any time,
without the payment of any penalty, on sixty (60) days written notice to the
Qualified Recipient by vote of a majority (as that term is used in the Rule) of
the outstanding voting securities of that Fund.
IN WITNESS WHEREOF, this Agreement is executed as of the date noted
herein.
___________________________________ SYNDICATED CAPITAL, INC.
(Qualified Recipient)
___________________________________ By___________________________
(Authorized Signature & Title) (Authorized Signature)
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APPENDIX A
The Funds referred to in the foregoing Sales Agreement and Distribution Plan
Agreement are:
Monterey Mutual Funds:
1. OCM Gold Fund (MNTGX)
2. PIA Equity Fund (MNTEX)
3. Monterey PIA Short-Term Government Fund (MNTSX)
4. Monterey PIA Total Return Bond Fund (MNTTX)
It is understood that this list may be revised at any time.
______________________
APPENDIX B
To Distribution Plan Agreement between Syndicated Capital, Inc. and the
Qualified Recipient.
The Qualified Recipient shall be entitled to Permitted Payments at the following
annual Qualified Holdings Rates.
Monterey Mutual Fund
OCM Gold Series 0.75%
PIA Equity Series 0.50%
PIA Short-Term Government Bond Fund 0.10%
PIA Total Return Bond Fund 0.10%
Each quarterly Permitted Payment shall (unless pro-rated as provided
in the Agreement) be computed by multiplying the average value during the
quarter of the Qualified Holdings of the Qualified Recipient by one-fourth of
the annual Qualified Holdings set forth above.
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