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Exhibit (e)(4)
XXX XXXX SECURITIES INC.
SALES AGREEMENT
OCEAN STATE TAX-EXEMPT FUND
(for use with financial institutions)
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 (the "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 either (i) a foreign dealer not eligible
for membership in the NASD or (ii) a bank, as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934. In any 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. In no
transaction where we make Shares of the Fund available to
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our customers shall we have any authority to act as agent for the Fund. The
customers in question are for all purposes our customers and not your customers.
However, you will be responsible for mailing the Fund's then current Prospectus
(not including the related Statement of Additional Information) with the
confirmations. You will clear transactions for each of our customers only upon
our authorization, it being understood in all cases that (i) we are acting as
agent for the customer, (ii) the transactions are without recourse against us by
the customer except to the extent that our failure to transmit orders in a
timely fashion results in a loss to our customer, (iii) our customer will have
full beneficial ownership of the Shares, (iv) each transaction is initiated
solely upon the order of the customer, and (v) each transaction is for the
account of the customer and not for our account. 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 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 agency 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 to the customer (with
respect to Class A Shares) and agency 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 by our customers 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 make Shares available to our customers only (a) at the
public offering price (except as provided in Xxxxxxxxx 00 xxxxxxxxx), (x) from
you, and (c) to cover orders already received from our customers. We shall not
withhold placing with you orders received from our customers so as to profit
ourselves as a result of such withholding; e.g., by a change in the net asset
value from that used in determining the public offering price to our customers.
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
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determined by the schedule set forth in the then current Prospectus for the
Class A Shares. If we make Shares available to our customers as provided in
Paragraph 12 hereunder, we shall so indicate to you at the time of transmitting
such order.
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 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. However, our termination of this Agreement will not
terminate our responsibilities under sections (iv) and (v) of Paragraph 12
hereunder. 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,
if we are a member of the NASD, will automatically terminate this Agreement
without notice; our suspension from the NASD, if we are a member of the NASD,
or violation of applicable State or Federal laws or rules and regulations of
authorized regulatory agencies (whether or not we are a member of the NASC)
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.
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12. We may make Shares of the Fund available to our customers at the
next determined net asset value of such Shares under the following
circumstances: (i) each such purchase order is on behalf of a trust, agency, or
custodial client; (ii) we have, as to each such purchase order, discretionary
investment responsibility over the assets in question; (iii) the relationship
between the us and the client was not formed solely for the purpose of
purchasing Shares of the Fund at net asset value; (iv) the Shares purchased
pursuant to such purchase order will not be resold except by redemption; (v)
there is no charge relating to such purchase other than our normal service
charge; and (vi) we may disclose the name of the Fund to the client without your
consent.
(Name of financial institution):
ADDRESS:
BY:
(Name)
(Title)
Accepted:
XXX XXXX SECURITIES INC.
BY:
Date:
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