EXHIBIT (E)(2)
XXXXXX & ASSOCIATES, INC.
000 XXXXX XXXX XXXX, XXXXX 000
XXXXXXX, XXXXXX 00000
DEALER AGREEMENT
Gentlemen:
As principal underwriter of shares of the Eagle Funds, an open-end investment
company (the "Fund"), we invite you to join the selling group for the
distribution of shares of beneficial interest of the Fund, including any
existing or future series or classes thereof (the "Shares"). As exclusive agent
of the Fund, we offer to sell you Shares on the following terms:
1. In all sales of Shares of the Fund 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 the Fund, for us, or for any other member of the selling group.
2. Orders received from you will be accepted by us only at the public
offering price applicable to each order, as established in the current Fund
Prospectus of the appropriate series, subject to the discounts provided in such
Prospectus. The minimum dollar purchase of Shares of the Fund by any person
shall be the applicable minimum amount described in the then current Fund
Prospectus for the applicable series, 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 with respect to certain classes, a sales charge expressed
as a percentage of the applicable public offering price, as determined and
effective as of the time specified in the then current Fund Prospectus for the
applicable series. [Upon receipt from you of any order to purchase Shares, we
shall confirm to you in writing or by wire to be followed by a confirmation in
writing]. The procedures relating to the handling of orders and payment
therefor shall be subject to additional instructions which we shall forward from
time to time to you. All orders are subject to acceptance or rejection by us in
our sole discretion.
3. You may offer and sell shares only to customers at the applicable public
offering price determined in the manner described in the Fund's current
Prospectus for the applicable series. As of the date of the Agreement, the
sales charge applicable to any sale of a class of Fund Shares by you and the
dealer concession applicable to any offer from you for the purchase of such Fund
Shares accepted by us shall be the percentage of the applicable public offering
price set forth in the then current Fund Prospectus for the applicable series of
the Fund. Reduced sales charges may also be available pursuant to any special
features of a series of the Fund (such as cumulative discounts, letter of
intent, etc. the terms of which shall be as described in the applicable Fund
Prospectus and related forms). You agree to advise us promptly as to the
amounts of any sales made by you to the public qualifying for a reduced sales
charge.
You may receive a distribution fee and/or a service fee with respect to
certain classes(es) of Shares for which such fees are applicable, as provided in
the applicable Prospectus, which distribution fee and/or service fee shall be
payable for such periods and at such intervals as are from time to time
specified by us. Your placement of an order for Shares after the date of any
notice of such amendment shall conclusively evidence your agreement to be bound
thereby.
4. You agree to purchase Shares only from us. 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 or (b) for your own bona fide
investment. We, in turn, agree that we will not purchase any securities from
the Fund except for the purpose of covering purchase orders which we have
already received or for bona fide investment.
5. 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 change in
the net asset value from that used in determining the public offering price to
your customers).
6. We will not accept from you any conditional orders for shares.
7. If any Shares sold to you under the terms of the Agreement are tendered
for redemption, within seven business days after the date of our confirmation of
the original purchase by you, it is agreed that you shall forfeit your right to
any dealer concession received by you on such Shares. We will notify you of any
such redemption within ten business days from the date on which the redemption
order in proper form is delivered to us or to the Fund, and you shall forthwith
refund to us the full concession allowed to you on such sale. We agree, in the
event of any such redemption, to refund to the Fund our share of the concession
allowed to us and upon receipt from you of the refund of the concession allowed
to you, to pay such refund forthwith to the Fund.
8. Payment for Fund Shares by you shall be made on or before the settlement
date specified in our confirmation, at the office of the Fund's transfer agent,
Sunstone Financial Group, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
XX 00000, and by check payable to the order of the Fund, which reserves the
right to delay issuance or transfer of shares until such check has cleared. If
such a payment is not received by us, we reserve the right, without notice,
forthwith either to cancel the sale, or, at our option, to cause the Fund to
redeem the Shares ordered, and in either case, may hold you responsible for any
loss, including loss of profit, suffered by us or by the Fund resulting from
your failure to make payment as aforesaid.
9. Shares sold hereunder shall be available in book-entry form on the books
of the Fund's transfer agent. If no open account registration of transfer
instructions are received by the Fund's transfer 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
transfer agent, and the Fund for any loss or expenses resulting from such open
account registration of such shares.
10. No person is authorized to make any representations concerning the Shares
or of the Fund except those contained in the then current Prospectus of the
applicable Fund series and in sales literature issued by us supplemental to such
Prospectus. In purchasing Shares from us, you shall rely solely on the
representations contained in such Prospectus and in such sales literature. We
will furnish additional copies of the current Prospectus and such sales
literature and other releases and information issued by us in reasonable
quantities upon request. You agree that you will not offer or sell any Shares
except under circumstances that will result in compliance with the applicable
Federal and state securities laws and that in connection with sales and offers
to sell Shares you will furnish to each person to whom any such sale or offer is
made a copy of the then current Prospectus for the appropriate series of the
Fund (as amended or supplemented) and will not furnish to any persons any
information relating to Shares which is inconsistent in any respect with the
information contained in such then current Prospectus or cause any advertisement
to be published in any newspaper or posted in any public place without our
consent and the consent of the Fund. You shall be responsible for any required
filing of such advertising.
11. All sales shall be made subject to receipt of Shares from the Fund. The
Fund reserves the right in its discretion and we reserve the right in our
discretion, without notice, to modify, suspend or withdraw the offering of
Shares entirely, and upon notice, to change the sales charge, dealer concession
or any other amounts payable hereunder. We reserve the right, upon notice, to
amend, modify, change or cancel the terms of this Agreement.
12. You shall provide such office space and equipment, telephone facilities,
personnel and literature distribution as is necessary or appropriate for
providing information and services to your customers. Such services and
assistance may include, but not be limited to, establishment and maintenance of
shareholder accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding the Fund, and such other
services as may be agreed upon from time to time and as may be permitted by
applicable statute, rule, or regulation. You shall perform these services in
good faith and with reasonable care. You shall immediately inform the Fund or
us of all written complaints received by you from Fund shareholders relating to
the maintenance of their accounts and shall promptly answer all such complaints.
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13. This Agreement shall replace any prior agreement with respect to this
Fund between us and your acceptance of this Agreement constitutes your
representation and warranty that you are a registered securities dealer and a
member in good standing of the National Association of Security Dealers, Inc.
You and we agree to abide by the Rules, and Regulations of the National
Association of Security Dealers, Inc., including its Conduct Rules, and all
applicable state and Federal laws, rules and regulations. You will only offer
shares of the Fund for sale in states in which they may be lawfully offered for
sale. References herein to a "Fund Prospectus" or "Prospectus" shall mean the
prospectus and statement of additional information of the Fund as from time to
time in effect. Any changes, modifications, or additions reflected in any such
Fund Prospectus shall be effective on the date of such Fund Prospectus (or
supplement thereto) unless specified otherwise.
14. 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 construed under the laws of the State of Kansas. This
Agreement is subject to the Prospectuses and Statements of Additional
Information of the Fund from time to time in effect, and, in the event of a
conflict, the terms of the applicable Prospectus and Statement of Additional
Information shall control.
XXXXXX & ASSOCIATES, INC.
By ________________________________________
(Authorized Signature)
ACCEPTED:
___________________________________________
(Dealer's Name)
___________________________________________
(Xxxxxx Xxxxxxx)
___________________________________________
(City) (State) (Zip)
By _______________________________________
(Authorized Signature of Dealer)
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