Exhibit (7)(d)
THE WINSBURY COMPANY
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
DEALER AGREEMENT
The Winsbury Company, an Ohio limited partnership (the "Distributor"),
hereby agrees with you, National Financial Services Corporation, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000 (sometimes referred to herein as "Broker-Dealer"), as
follows:
1. REFERENCE TO PROSPECTUSES
Reference is made to the prospectuses (the "Prospectuses") of each series
(each a "Fund") of The ASO Outlook Group, a Massachusetts business trust (the
"Group"), as from time to time are effective under the Securities Act of 1933
(the "1933 Act"). Terms defined therein and not otherwise defined herein are
used herein with the meaning so defined.
2. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR. The Distributor
hereby represents and warrants as follows: It is the principal underwriter of
each series of The ASO Outlook Group (the Prime Obligations Fund, the U.S.
Treasury Fund, the Tax-Exempt Fund, the Equity Fund, the Regional Equity Fund,
and the Bond Fund), a no-load, diversified, open-end management investment
company which is registered with the Securities and Exchange Commission (the
"SEC") under the Investment Company Act of 1940 (the "1940 Act"). The
Distributor has furnished you a list of the states or other jurisdictions in
which the Distributor believes the shares of the Group ("Shares") have been
qualified for sale under, or are exempt from the requirements of, the respective
securities laws of such states and jurisdictions.
2.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BROKER-DEALER. You
hereby represent, warrant and covenant as follows: You are and will be at all
times relevant to this Agreement a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"), and you are and will be at
all times relevant to this Agreement a broker-dealer properly registered and
qualified under all applicable federal, state and local laws to engage in the
business and transactions described in this Agreement. You agree to comply with
the requirements of all applicable laws, including federal and state securities
laws, the Rules and Regulations of the SEC and the Rules of Fair Practice of the
NASD. You agree that you will not offer Shares to persons in any jurisdiction in
which Shares are not registered for sale or in which you may not lawfully make
such offer. You further agree that you will maintain all records required by
applicable law or otherwise reasonably requested by the Distributor relating to
Fund transactions that you have executed.
Dealer Agreement
Page 2
3. DEALER AUTHORIZATION; ADDITIONAL DUTIES; DISTRIBUTION FEE
3.1 DEALER AUTHORIZATION. In all sales of Shares to the public, you
shall act as agent for the Distributor and in no transaction shall you act as
dealer for your own account. As agent for the Distributor, you are hereby
authorized to: (i) place orders directly with the Funds' Transfer Agent for the
purchase of Shares and (ii) tender Shares to the Transfer Agent for redemption,
in each case subject to the terms and conditions set forth in the Prospectus and
the operating procedures and policies established by the Distributor. The
minimum dollar purchase of Shares shall be the applicable minimum amount set
forth in the Prospectus, and no order for less than such amount shall be
accepted by you. The procedures relating to the handling of orders shall be
subject to instructions which the Distributor shall forward to you from time to
time. All orders are subject to acceptance or rejection by the Distributor in
its sole discretion. No person is authorized to make any representations
concerning Shares of any Fund except such representations contained in the
relevant then-current Prospectus and Statement of Additional Information and in
such printed information as the Fund or the Distributor may subsequently
prepare. You are specifically authorized to distribute the Prospectus and
Statement of Additional Information and sales material received by you from the
Distributor. No person is authorized to distribute any other sales material
relating to a Fund without the prior approval of the Distributor. You further
agree to deliver, upon the request of the Distributor, copies of any relevant
amended Prospectus and Statement of Additional Information to shareholders of a
Fund ("Customers") to whom you have sold Shares.
3.2 OFFERING PRICE. The Distributor will furnish you on request with
offering prices for the Shares in accordance with the then-current prospectuses
of the respective Funds of the Group, and you agree to quote such prices subject
to confirmation by the Distributor on any Shares offered to you for sale. Your
attention is called specifically to the fact that each price is always subject
to confirmation, and will be the price next computed after receipt of an order.
The Distributor reserves the right to cancel this Agreement at any time without
notice if any Share shall be offered for sale by you at less than the
then-current offering price determined by or for the respective Fund of the
Group.
4. EXCULPATION; INDEMNIFICATION
4.1 EXCULPATION. The Distributor shall not be liable to you and you
shall not be liable to the Distributor except for acts or failures to act which
constitute lack of good faith or gross negligence and for obligations expressly
assumed by either party hereunder. Nothing contained in this Agreement is
intended to operate as a waiver by the Distributor or by you of compliance with
any provision of the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act
or the rules and regulations promulgated by the SEC, the NASD or any state
securities administrator.
4.2 INDEMNIFICATION OF DISTRIBUTOR. You will indemnify the Distributor
and hold it harmless from any claims or assertions relating to the lawfulness of
your participation in this Agreement and the transactions contemplated hereby or
relating to any activities of any persons or entities affiliated with you which
are performed in connection with the discharge of your responsibilities under
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Page 3
this Agreement. If such claims are asserted, the Distributor shall have the
right to manage its own defense, including the selection and engagement of legal
counsel, and all costs of such defense shall be borne by you.
4.3 INDEMNIFICATION OF NATIONAL FINANCIAL SERVICES CORP. The Distributor
will indemnify you and hold you harmless from any claims or assertions relating
to the lawfulness of the Distributor's participation in this Agreement and the
transactions contemplated hereby or relating to any activities of any persons or
entities affiliated with the Distributor which are performed in connection with
the discharge of the Distributor's responsibilities under this Agreement. If any
such claims are asserted, you shall have the right to manage your own defense,
including the selection and engagement of legal counsel, and all costs of such
defense shall be borne by the Distributor.
5. GENERAL
5.1 ASSIGNMENT; TERMINATION. This Agreement will automatically terminate
in the event of its assignment. This Agreement may be terminated by the
Distributor or by you, without penalty, upon ten days' prior written notice to
the other party. This Agreement may also be terminated at any time without
penalty by the vote of a majority of the members of the Board of Trustees of the
Group who are not "interested persons" (as such term is defined in the 1940
Act), or (with respect to a Fund) by a vote of a majority of the outstanding
voting securities of that Fund on ten days' written notice.
5.2 NOTICE. All communications to the Distributor shall be sent to the
address set forth on page 1 hereof or at such other address as the Distributor
may designate to you in writing. Any notice to you shall be duly given if
mailed, telegraphed or telecopied to you at the address set forth on page 1
hereof or at such other address as you may provide in writing to the
Distributor.
5.3 MISCELLANEOUS. This Agreement supersedes any other agreement between
the Distributor and you with respect to the offer and sale of Shares and
relating to any other matters discussed herein. All covenants, agreements,
representations and warranties made herein shall be deemed to have been material
and relied on by each party, notwithstanding any investigation made by either
party or on behalf of either party, and shall survive the execution and delivery
of this Agreement. The invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of any other term or
provision hereof. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. This
Agreement may be executed in any number of counterparts which together shall
constitute one instrument and shall be governed by and construed in accordance
with the laws (other than the conflict of laws rules) of the State of Ohio and
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
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If the foregoing corresponds with your understanding of our agreement,
kindly sign this letter and the accompanying copies thereof in the appropriate
space below and return the same to the Distributor, whereupon this letter shall
serve as a binding agreement between the Distributor and you effective as of the
date of execution.
THE WINSBURY COMPANY
By: THE WINSBURY CORPORATION
General Partner
By /s/ G. Xxxxxx Xxxxxxxxx
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Name: Date
Title:
The foregoing Agreement is hereby accepted:
NATIONAL FINANCIAL SERVICES CORPORATION
By /s/ Xxxxx X. Xxxxxxx
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Name: Date
Title: VP
Company: NFSC
