Xxxxxxxx Research Corp.
Distributor for Xxxxxxxx Funds
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxx 00000
[GRAPHIC OMITTED]
Dealer No.: _____________
Effective Date: __________
SELECTED DEALER AGREEMENT-Pershing Modified Version
Ladies and Gentlemen:
Xxxxxxxx Research Corp., an Ohio corporation (the "Company"), which is
the principal underwriter of a certain registered open-end management investment
company and the portfolios thereof (together the "Funds," or singly a "Fund"),
hereby invites the undersigned broker or dealer ("Dealer") to participate in the
distribution of shares of the Funds ("Shares") and/or to assist in rendering
distribution and shareholder services to the Funds on and subject to the
following terms and conditions:
1. Dealer Authority. With respect to the distribution and sale of
Shares, Dealer shall have no authority to act as agent for the Funds, the
Company or any other dealer in any respect in such transactions. All orders are
subject to acceptance by the Company and become effective only upon confirmation
by the Company, and are subject to acceptance or rejection by the Company or the
appropriate Fund in its sole discretion. Dealer shall have no authority to make
any representations concerning the Shares of any Fund except such
representations as may be contained in that Fund's then current prospectus
("Prospectus"), in its then current Statement of Additional Information, and in
such other printed information as that Fund or the Company may subsequently
prepare and distribute to Dealer for purposes of selling the Shares, and Dealer
shall have no authority to distribute any other sales material relating to a
Fund or its Shares without the prior written approval of the Company.
2. Sale and Pricing of Shares. Dealer shall offer and sell Shares at
their respective net asset values in accordance with the terms and conditions of
the Prospectus of the Fund whose Shares Dealer offers. An order for the purchase
of Shares shall be accepted at the time such order is received by the Company
and at the price next determined unless the order is otherwise rejected in
accordance with 1 above. In addition, the Company will not accept any order from
Dealer which is placed on a conditional basis or subject to any delay or
contingency prior to execution. Dealer shall place orders for Shares only with
the Company and shall date and time stamp all orders received by Dealer and
promptly shall transmit all orders to the Company in time for processing at the
price next determined after receipt of the order by Dealer, in accordance with
the Prospectus of the Fund whose Shares are being sold. Dealer shall confirm the
transaction with Dealer's customer at the price confirmed in writing by the
Company. In the event of difference between verbal and written price
confirmations, the written confirmations shall be considered final. Prices of
the Shares are computed by a Fund in accordance with its prospectus.
Dealer shall placed orders with the Company only through Dealer's
central order department unless the Company accepts Xxxxxx's written Power of
Attorney authorizing others to place orders on Xxxxxx's behalf.
3. Dealer Services. With respect to shareholder services, the Company
hereby appoints Dealer to render shareholder services to each of the Funds.
Shareholder services may include, but are not limited to, answering routine
client inquiries regarding the Funds; providing information to shareholders on
their investments in the Funds; providing personnel and communication equipment
used in connection therewith; and providing such other services as the Company
may reasonably request.
4. Dealer Compensation. Subject to any limitations set forth in the
N.A.S.D.'s Rules of Fair Practice, the Company will pay Dealer, with respect to
each of the Funds for which Dealer is providing shareholder services, a monthly
fee computed at the annual rate of .25% during the period and for such accounts
for which Dealer provides services as described in 3 above.
5. Dealer Authorization. Dealer hereby authorizes the Company to act as
its agent in connection with all transactions pursuant to this agreement in
shareholder accounts for which Dealer is designated as Dealer of Record. All
designations of Dealer of Record and all authorizations of the Company to act as
Dealer's agent shall cease upon the termination of this Agreement or upon the
shareholders' instructions to transfer his or her account to another Dealer of
Record.
6. Payment for Shares. Payment for all Shares purchased from Company by
Dealer shall be made to Firstar Bank, N.A., Cincinnati, Ohio, as agent for the
Transfer Agency for each of the Funds (the "Agent "), and shall be received by
the Agent for the account of the applicable Fund within three business days
after the acceptance of Dealer's order or by the end of one business day
following receipt of a customer's payment for such Shares, whichever is the
later date. If such payment is not so received by the Agent, the Company and the
Funds reserve the right, without notice, to immediately cancel the sale, or, at
the Company's option, to sell the Shares ordered by Dealer back to the Fund in
which latter case, the Company may hold Dealer responsible for any loss,
including loss of profit, suffered by the Company or by the Fund resulting from
Dealer's failure to make payment as described above.
7. Purchase of Shares. Dealer shall purchase Shares of the Fund only
from the Company or from Customers, as defined below. If Dealer purchases Shares
from the Company, Dealer agrees that all such purchases shall be made only to
cover orders already received by Dealer from Dealer's customers, or customers of
Dealer's introducing Broker/Dealers ("Customers"), or for Dealer's own bona fide
investment without a view to resale. If Dealer purchases Shares from Customers,
Dealer agrees to pay such Customers the applicable net asset value per share
that would be applicable if such Shares were then tendered for redemption in
accordance with the applicable Prospectus ("Repurchase Price").
8. Limitation on Sale of Shares. Dealer shall sell Shares only:
(a) to the Customers at the price described in 2 above; or
(b) to the Company as agent for the Fund at the Repurchase
Price. In such sale to the Company, Dealer may act either as principal
for Dealer's own account or as agent for Dealer's customer. If Dealer
acts as principal for Dealer's own account in purchasing Shares for
resale to the Company, Xxxxxx agrees to pay Customer not less than; nor
more than the Repurchase Price which Dealer received from the Company.
If Dealer acts as agent for Dealer's customer in selling Shares to the
Company, Xxxxxx agrees not to charge Xxxxxx's customer more than a fair
commission for handling the transaction.
9. Dealers Representations and Warranties. Dealer hereby represents and
warrants to the Company that:
(a) Dealer is willing and possesses the legal authority to
provide the services contemplated by the Agreement without violation of
applicable laws;
(b) Dealer is and shall remain throughout the term of this
Agreement a member in good standing of the N.A.S.D. and shall
immediately notify the Company should it cease to be a member of the
N.A.S.D.;
(c) Dealer is and shall remain throughout the term of this
Agreement a broker-dealer duly and properly registered and qualified
under all applicable laws, rules and regulations, including, but not
limited to, all state and federal securities laws, rules and
regulations, as may be necessary or appropriate for Dealer to perform
and observe all of its duties, obligations and covenants set forth or
contemplated by this Agreement;
(d) Dealer shall throughout the term of this Agreement comply
with the requirements of all applicable laws, rules and regulations,
including, but not limited to, federal and state securities laws, the
rules, regulations and orders of the Securities and Exchange Commission
and the N.A.S.D., in performing and observing all of its duties,
obligations and covenants set forth or contemplated by this Agreement;
(e) Dealer shall not withhold placing with the Company orders
received from Dealer's customers so as to profit itself as a result of
such withholding; and
(f) Dealer shall not offer Shares of any Fund in any state
where such Shares are not qualified for sale under the Blue Sky Laws
and Regulations of such state or where Dealer is not qualified to act
as a dealer, except in appropriate circumstances when under state laws
and regulations the Shares or the sales transactions are exempt from
qualification or dealer registration is not required.
10. Refund of Compensation. If any Shares sold to Dealer under the
terms of this Agreement are repurchased by the Fund, or are tendered for
redemption, within seven business days after the date of the Company's
confirmation of the original purchase by Dealer, Dealer shall promptly refund to
the Company the full Dealer Commission received by Dealer pursuant to 4(a)
above.
11. Indemnification. Dealer shall indemnify and hold harmless the
Company, its affiliates and the Funds against any losses, claims, damages,
liabilities or expenses (including reasonable attorneys' fees and expenses)
resulting from (a) any negligence or misfeasance of Dealer or any of its
officers, directors, trustees, employees or agents; or (b) any violation of any
law, rule or regulation or any failure to perform or observe any obligations of
Dealer set forth in this agreement by Dealer or any of its officers, directors,
trustees, employees or agents.
12. Provision of Sales Material. The Company shall deliver to Dealer
without charge reasonable quantities of the Funds' Prospectuses with any
supplements thereto currently in effect, copies of current shareholder reports
of the respective Funds, and sales material issued by the Company from time to
time.
13. Termination. This Agreement may be terminated completely or as to a
particular Fund at any time by the Company or Dealer upon 10 days' prior written
notice to the other party. This Agreement will terminate automatically in the
event of its assignment as defined in the Investment Company Act of 1940, or
upon the termination of the Distribution Agreement between the Xxxxxxxx Funds
and the Company.
14. Complete Agreement. This Agreement supersedes any prior agreement
with respect to the sale of Shares of any Fund and may be amended at any time
and from time to time by written agreement of the parties hereto.
15. Choice of Law. This Agreement shall be effective upon acceptance by
the Company in Cleveland, Ohio, and all sales hereunder are to be made, and
title to Shares shall pass, in Cleveland, Ohio. This Agreement is made in the
State of Ohio and shall be interpreted in accordance with the laws of Ohio. Each
party represents that the undersigned has authority to act, and to execute this
Agreement, on behalf of such party.
16. Notices. All communications and notices to the Company should be
sent to the above address. Any communications or notice to Dealer shall be duly
given if mailed or delivered to Dealer at the address specified by Dealer below.
Very truly yours,
XXXXXXXX RESEARCH CORP.
The undersigned Dealer hereby accepts the Company's invitation to
participate in the distribution of the Funds' Shares and agrees to be bound by
and comply with the terms and conditions of this Agreement as set forth above.
`
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By:
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Officer or Partner
Date:
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Address
States in which Shares will be offered for sale by Dealer:
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Accepted:
XXXXXXXX RESEARCH CORP.
By:
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Date:
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