Exhibit 99(h)(2)
SELECTED DEALER AGREEMENT
COVERING SHARES OF BENEFICIAL INTEREST IN
CENTRAL PARK GROUP MULTI-EVENT FUND
BETWEEN
FORESIDE FUND SERVICES, LLC
AND
(NAME OF SELECTED DEALER)
The Selected Dealer named above and Foreside Fund Services, LLC,
the distributor of shares of beneficial interest in Central Park Group
Multi-Event Fund, agree to the terms and conditions set forth in this agreement.
Selected Dealer Signature FORESIDE FUND SERVICES, LLC
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Principal Officer Authorized Signatory
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Xxxxxxx Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
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Employer Identification No. Date
The
Selected Dealer and Foreside Fund Services, LLC (the “Distributor”),
the distributor of shares of beneficial interest (“Shares”) in Central
Park Group Multi-Event Fund (the “Fund”), agree as follows in
connection with the offering of Shares of the Fund:
| 1. |
The Selected Dealer agrees to use reasonable efforts to solicit and receive
offers to purchase Shares upon the terms and conditions set forth in this
Agreement. Shares may be offered during an initial offering period (the
“Offering Period”) that commences, with respect to the Selected
Dealer, on the date of this Agreement, and for additional offering periods
thereafter, and will terminate on a date that the Distributor shall determine
and provide by notice to the Selected Dealer. The Distributor may extend the
Offering Period or commence one or more new Offering Periods in its sole
discretion and will notify the Selected Dealer to such effect. |
| 2. |
An order for Shares of the Fund will be confirmed only at the
price calculated as described in the Fund’s prospectus (plus a maximum
sales load determined as set forth in the prospectus of the Fund) and at such
time as the Distributor determines. No orders will be accepted until the
Fund’s registration statement filed with the Securities and Exchange
Commission (the “SEC”) has been declared effective by the SEC.
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| 3. |
The minimum order size is set forth in the prospectus. All orders
are subject to acceptance or rejection by the Fund in its sole discretion.
Without limitation to the foregoing, the Distributor reserves the right to
reject any order or portion thereof as to which the Selected Dealer is unable to
deliver a certificate in the form attached hereto as Exhibit A. The Selected
Dealer understands that neither the Fund nor the Distributor has any obligation
or intention to purchase any Shares from the Selected Dealer at any price,
except that the Fund intends to make periodic repurchase offers as described in
its prospectus. Any representation as to a tender offer by the Fund, other than
that which is set forth in the Fund’s then current prospectus, is expressly
prohibited. The Selected Dealer hereby covenants that it (i) will sell
Shares only in the manner and subject to the conditions and limitations set
forth in the Fund’s prospectus and (ii) will offer and sell Shares
only to persons who the Selected Dealer reasonably believes are “qualified
clients,” as such term is defined in Rule 205-3 under the Investment
Advisers Act of 1940, as amended.
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| 4. |
(a) The Selected Dealer shall remit the purchase price, excluding
the applicable up-front sales load as set forth in the prospectus, for all Share
orders to the Fund as directed from time to time by the Distributor.
(b) The Selected Dealer agrees to provide to its customers who own Shares the
shareholder services specified in Schedule A hereto. In consideration for
providing such shareholder services, the Distributor agrees to pay to the
Selected Dealer the ongoing Shareholder Servicing Fee specified in Schedule A;
provided, that in no event shall the Distributor be required to pay any amounts
in excess of the Shareholder Servicing Fees actually paid by the Fund’s
manager to the Distributor.
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| 5. |
No up-front sales load will be paid to the Selected Dealer for the
investment of dividends and distributions in additional Shares.
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| 6. |
By signing this Agreement, both the Distributor and the Selected
Dealer warrant that they are members of the NASD, and agree that termination of
such membership by either party at any time shall terminate this Agreement
forthwith regardless of the provisions of paragraph 10 hereof. Each party
further agrees to comply with all applicable rules and regulations of the NASD,
including Rules 2730, 2740 and 2750, and specifically to observe the following
provisions:
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(a) |
Neither the Distributor nor the Selected Dealer shall withhold
placing customers’ orders for Shares so as to profit itself as a result of
such withholding. |
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(b) |
The Selected Dealer shall not purchase Shares through the
Distributor other than for investment, except for the purpose of covering
purchase orders already received. |
| 7. |
The Selected Dealer shall be solely responsible for making all
determinations pursuant to NASD Rule 2310 as to the suitability of Shares for
each customer to whom it recommends Shares. In connection with the offer and
sale of Shares, the Selected Dealer agrees to remain in compliance with all
applicable laws, rules and regulations throughout the duration of this
Agreement, including all applicable Federal and State securities laws, and any
anti-money laundering statutes and OFAC regulations. The Selected Dealer will
obtain the true identity of each prospective investor (including any beneficial
owners thereof) and the Selected Dealer will make reasonable inquiry into the
sources of funds used to purchase Shares in the Fund.
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| 8. |
The Selected Dealer is not for any purposes employed or retained
as or authorized to act as broker, agent or employee of the Fund or of the
Distributor, and the Selected Dealer is not authorized in any manner to act for
the Fund or the Distributor or to make any representations on behalf of the
Distributor. In selling Shares under this Agreement, the Selected Dealer shall
be entitled to rely only upon matters stated in the current offering prospectus
of the Fund and upon such written representations, if any, as may be made by the
Distributor to the Selected Dealer.
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| 9. |
During the Offering Period, the Distributor will furnish to the
Selected Dealer, without charge, reasonable quantities of the current offering
prospectus of the Fund and sales material issued from time to time by the
Distributor. The Selected Dealer will not alter such materials in any way or use
any other materials to market the Shares.
The Selected Dealer agrees to deliver to each of its customers
making purchases of Shares a copy of the Fund’s then-current prospectus
prior to the time of offering or sale. The Selected Dealer also agrees to
provide to its customers making purchases of Shares a confirmation in the form,
at the time and as otherwise required by Rule 10b-10 under the Securities
Exchange Act of 1934, as amended.
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| 10. |
Either party to this Agreement may cancel this Agreement by
written notice to the other party. Such cancellation shall be effective at the
close of business on the fifth day following the date on which such notice was
given. The Distributor may modify this Agreement at any time by written notice
to the Selected Dealer. Such notice shall be deemed to have been given on the
date upon which it was either delivered personally to the other party or any
officer or member thereof, or was mailed postage-paid to the other party at his
or its address as shown herein.
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| 11. |
Neither party to this Agreement shall be liable to the other party
for any loss incurred as a result of activities hereunder except for
(i) acts that constitute bad faith, willful misconduct or gross negligence
and (ii) obligations expressly assumed under this Agreement.
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| 12. |
The Selected Dealer agrees to indemnify, defend and hold harmless
the Distributor and the Fund and their predecessors, successors, and affiliates,
each current or former partner, member, officer, director, employee, shareholder
or agent and each person who controls or is controlled by the Distributor from
any and all losses, claims, liabilities, costs, and expenses, including
attorneys’ fees, that may be assessed against or suffered or incurred by
any of them howsoever they arise, and as they are incurred, which relate in any
way to: (i) any alleged violation of any statute or regulation (including
without limitation the securities laws and regulations of the United States or
any state) or any alleged tort or breach of contract, related to the offer or
sale by the Selected Dealer of Shares pursuant to this Agreement; or
(ii) the breach by the Selected Dealer of any of its representations and
warranties specified herein or the Selected Dealer’s failure to comply with
the terms and conditions of this Agreement.
The Distributor agrees to indemnify, defend and hold harmless the Selected
Dealer and its predecessors, successors, and affiliates, each current or former
partner, member, officer, director, employee, shareholder or agent, and each
person who controls or is controlled by the Selected Dealer, from any and all
losses, claims, liabilities, costs, and expenses, including attorneys’
fees, that may be assessed against or suffered or incurred by any of them
howsoever they arise, and as they are incurred, which relate in any way to:
(i) any alleged violations of any statute or regulation (including, without
limitation, the securities laws and regulations of the United States or any
state) or any alleged tort or breach of contract by Distributor; (ii) any
alleged untrue statement of a material fact contained in any currently effective
(when used) registration statement of the Fund (including any prospectus or
statement of additional information which is part of any such registration
statement) or any amendment or supplement thereto or in any written sales
materials provided by the Fund or the Distributor, or the alleged omission of a
material fact required to be stated therein or necessary to make the statement
therein not misleading; or (iii) the breach by Distributor of any of its
representations and warranties specified herein or the Distributor’s
failure to comply with the terms and conditions of this Agreement.
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| 13. |
This Agreement shall be construed in accordance with the laws of
the State of New York without regard to conflicts of law principles and shall be
binding upon both parties hereto when signed by the Distributor and by the
Selected Dealer in the spaces provided on the cover of this Agreement. This
Agreement shall not be applicable to Shares of the Fund in any jurisdiction in
which such Shares are not qualified for sale. The Distributor will provide the
Selected Dealer with a list of the states and other jurisdictions in which the
Shares have been qualified for sale.
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SCHEDULE A
Shareholder Services
The following services constitute the shareholder services that
may be provided pursuant to Paragraph 4(b) of this Agreement:
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• |
handling inquiries from your customers who own Shares of the Fund,
including but not limited to questions concerning their investments in the Fund,
and reports and tax information provided by the Fund; |
|
• |
assisting in the enhancement of relations and communication
between Shareholders and the Fund; |
|
• |
assisting in the establishment and maintenance of Shareholders'
accounts with the Fund; |
|
• |
assisting in processing repurchase requests from Shareholders; |
|
• |
assisting in the maintenance of Fund records containing
Shareholders information, such as changes of address; and |
|
• |
providing such other similar services as the Distributor may
reasonably request to the extent that the Selected Dealer is permitted to do so
under applicable statutes, rules and regulations. |
Shareholder Servicing Fee Pursuant to Paragraph
4(b)
The Selected Dealer shall be paid by the Distributor a
Shareholder Servicing Fee at the annual rate of 0.25% of the aggregate value of
Shares held by customers of the Selected Dealer who it has referred to the Fund.
The Shareholder Servicing Fee shall be calculated monthly and paid quarterly
based upon the average month-end value of Shares held by customers of the
Selected Dealer during the quarter, and shall be payable as soon as reasonably
practicable, but not later than 45 days, after the end of such calendar quarter.
The Shareholder Servicing Fee shall be pro-rated for Shares that are purchased
by a customer or repurchased by the Fund other than at the end of a calendar
quarter, based on the number of months during the quarter such Shares were
outstanding and the value of such Shares as of the last business day of the
quarter, in the case of Shares that have been purchased by customers, and the
value of such Shares as of the date of repurchase, in the case of Shares that
have been repurchased by the Fund.
