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Exhibit (e)(3)
XXX XXXX SECURITIES INC.
SALES AGREEMENT
OCEAN STATE TAX-EXEMPT FUND
(for use with brokerage firms)
From:
To: Xxx Xxxx Securities Inc.
Xxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Gentlemen:
We desire to enter into an agreement with you for sale and distribution
of the Shares (the "Shares") of Ocean State Tax-Exempt Fund. Upon acceptance of
this Agreement by you, we understand that we may offer and sell Shares of the
Fund, 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 of the Fund will be offered and sold
at the current offering price in effect as set forth in the Fund's then current
Prospectus (which term as used herein includes any related statement of
additional information). All purchase requests and applications submitted by us
are subject to acceptance or rejection as set forth in the Fund's current
Prospectus.
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 (b) in the alternative 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, Rule 2830 of the
NASD Conduct Rules, 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 the Fund only in those states or
jurisdictions whose laws permit the offers or sales in question whether or not
such permission is dependent on registration or qualification of the Fund or its
Shares under such laws.
3. We will offer and sell the Shares of the Fund only in accordance
with the terms and conditions of the then current Prospectus for each class of
Shares of the Fund and we will make no representations not included in said
Prospectus or any authorized supplemental material supplied by you. We will use
our best efforts in the development and promotion of sales of Shares of the Fund
and agree to be responsible for the proper instruction and training
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of all sales personnel employed by 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 the Fund harmless and
indemnify you and/or the 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 the
Fund; and in the event you and/or the Fund determine to refund any amounts paid
by any investor by reason of any such violation on our part, we shall return to
you and/or the Fund 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. We understand and agree that the sales charges (with respect to
Class A Shares of the Fund) and dealer commission relative to any sales of
Shares of the Fund made by us will be in an amount set forth in the then current
Prospectus of the Fund or in separate written notice to us.
5. Payment for purchases of Shares of the Fund made by wire order from
us shall be made to you or for your account and received by you within five
business days after the acceptance of our order or such shorter time as may be
required by law. If such payment is not so received, we understand that you
reserve the right, without notice, forthwith to cancel the sale, or, at your
option, to sell the Shares ordered by us back to the Fund, in which latter case
we may be held responsible for any loss, including loss of profit, suffered by
you and/or the Fund resulting from our failure to make the aforesaid payment.
Where sales of the Fund's Shares are contingent upon the Fund's receipt of funds
in payment therefor, 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 applicable redemption price as established by the
then 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 the 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 current Prospectus for the Class A Shares.
8. We understand and agree that if any Shares of the Fund sold by us
under the terms of this Agreement are redeemed by the Fund (including
redemptions resulting from any exchange for Shares of another investment
company) or any repurchased by you as agent for the Fund or are tendered to the
Fund for redemption within seven (7) business days after the confirmation to us
of our original purchase order for such Shares, we shall pay forthwith to you
the full amount of the commission allowed to us on the original sale, provided
you notify us of such repurchase or redemption within ten (10) days of the date
upon which written redemption requests (and, if applicable, share certificates)
are delivered to you or to the Fund.
9. Your obligations to us under this Agreement are subject to all the
provisions of any agreements entered into between you and the Fund. We
understand and agree that in
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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 for
representatives as your agent, partner or employee, or the agent or employee to
the Fund.
10. We may terminate this Agreement by notice in writing to you, which
termination shall become effective thirty (30) days after the date of mailing
such notice 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 of 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 provisions hereof to
the contrary notwithstanding, our expulsion from the NASD will automatically
terminate this Agreement without notice and our suspension from the NASD 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.
11. This Agreement shall become effective as of the date when it is
executed and dated by you and shall be in substitution of any prior agreement
between you and us covering Shares of the Fund. This Agreement is not assignable
or transferable, except that you may assign or transfer this Agreement to any
successor firm or corporation which becomes a principal underwriter of the Fund.
(Name of Brokerage Firm):
ADDRESS:
BY:
(Name)
(Title)
Accepted:
XXX XXXX SECURITIES INC.
BY:
Date:
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