Conseco Equity Sales, Inc.
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SELLING GROUP AGREEMENT
Ladies and Gentlemen:
As Principal Underwriter and exclusive Selling Agent for each of the mutual
funds of Conseco Fund Group (the Company ), listed on Schedule A hereto
and referred to collectively as the "Funds" or individually as the "Fund,"
we understand that you are a member of the National Association of
Securities Dealers, Inc. (the "NASD"), and, on the basis of such
understanding, invite you to become a member of the Selling Group to
distribute the shares of the Funds on the following terms.
1. Compliance with Applicable Law: Reference is hereby specifically
made to the Conduct Rules of the NASD (the "NASD Rules"), which are
incorporated herein as if set forth in full. It is agreed that you will
comply with all of the requirements of said Rules and all other rules or
regulations that are now or may become applicable to you in connection with
the offer or sale of shares of the Funds, including federal securities laws
and state securities ("blue sky") laws.
2. Orders: (a) An order for shares of any Fund received from you will
be confirmed only at the appropriate offering price applicable to that
order, as described in such Fund s then current Prospectus. The procedure
relating to orders and the handling thereof will be subject to instructions
released by us from time to time. Orders should be transmitted to our
office at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or other offices
authorized by us for this purpose. You or your customer may, however, mail
a completed application with a check payable to the Fund directly to the
Fund s transfer agent for transmission to the Fund s office at ▇.▇. ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. All orders are subject to
acceptance in Carmel, Indiana, and we as agent for the Funds reserve the
right in our sole discretion to reject any order. The minimum initial
investment for each Fund is set forth in its then current Prospectus.
(b) You agree to offer and sell shares of the Funds only in those
jurisdictions in which such offers and sales are lawful, and only in those
jurisdictions in which you are licensed to offer and sell securities. We
will advise you as to the jurisdictions in which we believe the shares of
the Funds have been qualified for offer and sale.
3. S u p ervision: You agree that you will have full and sole
responsibility for the training and supervision of all persons, including
your agents, employees, and/or other affiliated persons or organizations,
who are engaged directly or indirectly in the offer or sale of shares of
the Funds. You also agree that all such persons or organizations shall be
subject to your control with respect to their activities in connection with
the offer or sale of shares of the Funds.
4. S u i t a bility: You agree that you will have full and sole
r e sponsibility for compliance with all suitability requirements in
connection with the sale or exchange of shares of the funds, including the
obtaining of pertinent information from prospective purchasers, and the
making of all suitability determinations. You and your agents shall
understand, and where appropriate, explain the features of the various
classes of shares of the Funds, including, but not limited to, applicable
sales charges and distribution fees pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the 1940 Act ).
5. Licensing: All persons under your supervision engaged in the offer or
sale of shares of the Funds shall be licensed in accordance with applicable
NASD Rules and state securities laws.
6. Concessions: (a) Any sales charges and dealers concessions will be
as set forth in Schedule A hereto and the current Prospectus of each Fund.
(b) We agree to pay your concession subject to the provisions of
this Agreement as set forth in Schedule A hereto and the Fund s then-
current prospectus on all purchases made by your customers pursuant to
orders accepted by us (i) where an order for the purchase of shares of the
Funds is obtained by your agent and remitted to us promptly by you, or (ii)
where a subsequent investment is made to an account established by your
agent.
(c) Certain classes of shares of the Funds have adopted a
distribution and service plan pursuant to Rule 12b-1 under the 1940 Act
( Distribution and Service Plan ), as described in the Funds prospectus.
To the extent you provide distribution and marketing services in the
promotion of the sale of the shares of these Funds, including furnishing
services and assistance to your customers who invest in and own shares of
such Funds, you will be entitled to receive compensation from us as set
forth in Schedule A hereto and the Funds then-current prospectus.
(d) Where payment is due hereunder, we agree to send payment for
dealers concessions and payments made in accordance with the Funds
Distribution and Service Plan to your address as it appears on our records.
You must notify us of address changes and promptly negotiate such payments.
Any such payments that remain outstanding for 12 months shall be void and
the obligation represented thereby shall be extinguished.
7. Expense Reports: You agree to provide us and the Company, at least
quarterly, a written report of amounts expended by you in connection with
the provision of sales support services hereunder and the purposes for
which such expenditures were made. In addition, you will furnish us or the
Company with such information as we may reasonably request (including,
without limitation, periodic certifications confirming the provision to
your customers of the services described herein), and will otherwise
cooperate with us and the Company (including, without limitation, any
auditors or legal counsel designated by us or the Company), in connection
with the preparation of reports to the Company s Board of Trustees
concerning this Agreement and the monies paid or payable by us pursuant
hereto, as well as any other reports or filings that may be required by
law.
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8. Remittance: Remittance by you should be made by check or wire,
payable to the appropriate Fund (not to us) and sent to the Company s
transfer agent. Payments must be received promptly pursuant to Rule
2830(m) of the NASD Rules, otherwise the right is reserved, without notice,
to cancel the sale, in which event you will be held responsible for any
loss to the Company, Fund, or to us, including the loss of profit resulting
from your failure to make payment.
9. Selling Group Activities: (a) Shares of any Fund may be liquidated
by sale thereof to such Fund or to us as Agent for such Fund at the
applicable net asset value, determined in the manner described in such
Fund s then current Prospectus and Statement of Additional Information.
(b) In no event shall you withhold placing orders so as to profit
from such withholding by a change in the net asset value from that used in
determining the price to your customer, or otherwise. You shall make no
purchases of Fund shares from the Fund except for the purpose of covering
orders received by you and then such purchases must be made only at the
applicable offering price (less your concession), provided, however, that
the foregoing does not prevent the purchase of shares by you for your own
bona fide investment. All sales to your customers shall be at the
applicable offering prices determined in accordance with the Fund s then
current Prospectus.
10. Refund of Sales Charge: If the shares of any Fund confirmed to you
hereunder is repurchased by such Fund, or by us as Agent for such Fund, or
is tendered for liquidation to such Fund, within seven (7) business days
after such confirmation of your original order, then you shall forthwith
repay to such Fund the full concession allowed to you on such sale and we
shall forthwith repay to such Fund our share of the sales charge thereon.
We shall notify you of such repurchase or redemption within ten (10) days
from the day on which the redemption order is delivered to us or to such
Fund.
11. R e p resentations: (a) No person is authorized to make any
representation relating to the shares of any Fund, except those contained
in its then current Prospectus and Statement of Additional Information
which you agree to deliver to investors in accordance with applicable
regulations and in such information as we may issue as supplemental
information to such Prospectus and Statement of Additional Information. In
ordering shares of any Fund you shall rely solely and conclusively on the
representations contained in that Fund s then current Prospectus, Statement
of Additional Information, and supplemental information, if any, additional
copies of which are and will be available on request.
(b) You agree not to furnish or cause to be furnished to any person,
or display or publish any information or materials relating to any Fund
(including, without limitation, promotional materials, sales literature,
advertisements, press releases, announcements, posters, signs and other
similar materials), except such information and materials as may be
furnished to you by us or the Funds. All other materials must receive our
written approval before distribution or display to the public. Use of all
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approved advertising and sales literature materials is restricted to
appropriate distribution channels.
(c) You agree that in connection with the offer and sale of shares of
the Funds neither you nor persons under your supervision shall:
(i) employ any device, scheme, or artifice to defraud; or
(ii) make any untrue statement of material fact or omit to
state a material fact necessary in order to make the
statements made, in light of the circumstances under
which they were made, not misleading; or
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any
person.
(d) In no transaction shall you have any authority whatever to act as
agent for any Fund, or for us, or for any other distributor, and nothing in
this Agreement shall constitute either of us the agent of the other, or
shall constitute you or any Fund the agent of the other.
12. Assignments: This Agreement shall automatically terminate in the
event of its assignment by you.
13. Modification and Termination: We reserve the right, in our
discretion, with or without cause, and with such notice to you as we deem
appropriate, to suspend sales, to withdraw any offering, to change the
offering prices or to modify or cancel this Agreement (including the
provision for Distribution and Service Plan payments described in Section
6). This agreement may be terminated by you at any time by giving thirty
(30) days written notice to us.
14. Indemnification: You hereby agree to indemnify and hold harmless the
Principal Underwriter, its officers and directors, employees, agents,
parents, affiliates, and subsidiaries, and any person who is or may be
deemed to be a controlling person of the Principal Underwriter, from and
against any losses, claims, damages, liabilities or expenses (including
reasonable fees of counsel), whether joint or several, to which any such
person or entity may become subject insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) arise out
of or are based upon, any act or omission by you or persons under your
supervision.
15. Governing Law: This Agreement shall be governed and construed in
accordance with the laws of the State of Indiana, without giving effect to
conflict of laws.
16. Arbitration: You acknowledge and agree that all disputes between the
parties regarding the interpretation of terms or performance hereunder, or
in any way relating to the offer or sale of Fund shares, shall be resolved
through NASD arbitration, as required by applicable NASD rules.
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17. Headings: The headings in this Agreement are solely for the
convenience of reference and shall be given no effect in the construction
or interpretation of this Agreement.
18. Acceptance of Terms: If the foregoing completely expresses the terms
of the Agreement between us, please so signify by executing, in the space
provided, the annexed duplicate of this Agreement and return it to us,
retaining the original copy for your own files. This Agreement shall
become effective upon the earliest of our receipt of a signed copy hereof
or the first order placed by you for any of the Funds shares after the
date below, which order shall constitute acceptance of this Agreement.
This Agreement shall supersede all prior Selling Group Agreements relating
to the shares of any of the Funds. All amendments to this Agreement,
including any changes made pursuant to Schedule A, shall take effect as of
the date of the first order placed by you for any of the Fund s shares
after the date set forth in the notice of amendment sent to you by the
undersigned.
Very truly yours,
_____________________
Principal Underwriter
Dealer s
Acceptance:_________________ By:_______________________
Firm s Name Authorized Person(s)
Date: ___________, 19___ Address: ________________________
________________________
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CONSECO EQUITY SALES, INC.
SCHEDULE A
TO THE
SELLING GROUP AGREEMENT
RELATING TO SHARES OF
CONSECO FUND GROUP
DATED ____________, 199_
Equity Fund Class A
Equity Fund Class Y
Balanced Fund Class A
Balanced Fund Class Y
Fixed Income Fund Class A
Fixed Income Fund Class Y
A. Dealer Concessions as a Percentage of Offering Price:
Amount of Sale Class A Shares Class Y Shares
Less than $50,000 4.5% None
$50,000 but less
than $100,000 4.0% None
$100,000 but less
than $500,000 3.0% None
$500,000 but less
than $1,000,000 1.5% None
Over $1,000,000 1.00% None
B. Distribution and Service Fees
In addition to the Dealer Concession, the Dealer shall be entitled to
receive a trail or maintenance fee ( Service Fee ), which will be
prorated and paid quarterly after the first full year of investment,
in an amount equal to an annual rate of 0.25% of Class A s respective
daily net assets held in accounts by customers for whom the Dealer is
the holder or agent of record.