Exhibit (7)(c)
THE WINSBURY COMPANY
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
DEALER AGREEMENT
The Winsbury Company, an Ohio limited partnership (the "Distributor"),
hereby agrees with you, AmSouth Investment Services, Inc., 0000 0xx Xxxxxx,
Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (sometimes referred to herein as
"Broker-Dealer"), as follows:
1. REFERENCES TO PROSPECTUSES
Reference is made to the prospectuses (the "Prospectuses") of each series
(each a "Fund") of The ASO Outlook Group, a Massachusetts business trust (the
"Group"), as from time to time are effective under the Securities Act of 1933
(the "1933 Act"). Terms defined therein and not otherwise defined herein are
used herein with the meaning so defined.
2. GENERAL REPRESENTATIONS; WARRANTIES AND COVENANTS
2.1 REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR. The Distributor
hereby represents and warrants as follows: It is the principal underwriter of
each series of The ASO Outlook Group (the Prime Obligations Fund, the U.S.
Treasury Fund, the Tax-Exempt Fund, the Equity Fund, the Regional Equity Fund,
and the Bond Fund), a no-load, diversified, open-end management investment
company which is registered with the Securities and Exchange Commission (the
"SEC") under the Investment Company Act of 1940 (the "1940 Act"). The
Distributor has furnished you a list of the states or other jurisdictions in
which the Distributor believes the shares of the Group ("Shares") have been
qualified for sale under, or are exempt from the requirements of, the respective
securities laws of such states and jurisdictions.
2.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BROKER-DEALER. You
hereby represent, warrant and covenant as follows: You are and will be at all
times relevant to this Agreement a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"), and you are and will be at
all times relevant to this Agreement a broker-dealer properly registered and
qualified under all applicable federal, state and local laws to engage in the
business and transactions described in this Agreement. You agree to comply with
the requirements of all applicable laws, including federal and state securities
laws, the Rules and Regulations of the SEC and the Rules and Fair Practice of
the NASD. You agree that you will not offer Shares to persons in any
jurisdiction in which Shares are not registered for sale or in which you may not
lawfully make such offer. You further agree that you will maintain all records
required by applicable law or otherwise reasonably requested by the Distributor
relating to Fund transactions that you have executed.
3. DEALER AUTHORIZATION; ADDITIONAL DUTIES; DISTRIBUTION FEE
3.1 DEALER AUTHORIZATION. In all sales of Shares to the public you shall
act as agent for the Distributor and in no transaction shall you act as dealer
for your own account. As agent for the Distributor, you are hereby authorized
to: (i) place orders directly with the Funds' Transfer Agent for the purchase of
Shares and (ii) tender Shares to the Transfer Agent for redemption, in each case
subject to the terms and conditions set forth in the Prospectus and the
operating procedures and policies established by the Distributor. The minimum
dollar purchase of Shares shall be the applicable minimum amount set forth in
the Prospectus, and no order for less than such amount shall be accepted by you.
The procedures relating to the handling of orders shall be subject to
instructions which the Distributor shall forward to you from time to time. All
orders are subject to acceptance or rejection by the Distributor in its sole
discretion. No person is authorized to make any representations concerning
Shares of any Fund except such representations contained in the relevant
then-current Prospectus and Statement of Additional Information and such printed
information as the Fund or the Distributor may subsequently prepare. You are
specifically authorized to distribute the Prospectus and Statement of Additional
information and sales material received by you from the Distributor. No person
is authorized to distribute any other sales material relating to a Fund without
the prior approval of the Distributor. You further agree to deliver, upon the
request of the Distributor, copies of any relevant amended Prospectus and
Statement of Additional Information to shareholders of a Fund ("Customers") to
whom you have sold Shares.
3.2 OFFERING PRICE. The Distributor will furnish you on request with
offering prices for the Shares in accordance with the then-current prospectuses
of the respective Funds of the Group, and you agree to quote such prices subject
to confirmation by the Distributor on any Shares offered to you for sale. Your
attention is called specifically to the fact that each price is always subject
to confirmation, and will be the price next computed after receipt of an order.
The Distributor reserves the right to cancel this Agreement at any time without
notice if any Share shall be offered for sale by you at less than the
then-current offering price determined by or for the respective Fund of the
Group.
4. EXCULPATION; INDEMNIFICATION
4.1 EXCULPATION. The Distributor shall not be liable to you and you
shall not be liable to the Distributor except for acts or failures to act which
constitute lack of good faith or gross negligence and for obligations expressly
assumed by either party hereunder. Nothing contained in this Agreement is
intended to operate as a waiver by the Distributor or by you of compliance with
any provision of the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act
or the rules and regulations promulgated by the SEC, the NASD or any state
securities administrator.
4.2 INDEMNIFICATION OF DISTRIBUTOR. You will indemnify the Distributor
and hold it harmless from any claims or assertions relating to the lawfulness of
your participation in this Agreement and the transactions contemplated hereby or
relating to any activities of any persons or entities affiliated with you which
are performed in connection with the discharge of your responsibilities under
this Agreement. If such claims are asserted, the Distributor shall have the
right to manage its own defense, including the selection and engagement of legal
counsel, and all costs of such defense shall be borne by you.
4.3 INDEMNIFICATION OF AMSOUTH INVESTMENT SERVICES, INC. The Distributor
will indemnify you and hold you harmless from any claims or assertions relating
to the lawfulness of the Distributor's participation in this Agreement and the
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transactions contemplated hereby or relating to any activities of any persons or
entities affiliated with the Distributor which are performed in connection with
the discharge of the Distributor's responsibilities under this Agreement. If any
such claims are asserted, you shall have the right to manage your own defense,
including the selection and engagement of legal counsel, all costs of such
defense shall be borne by the Distributor.
5. GENERAL
5.1 ASSIGNMENT; TERMINATION. This Agreement will automatically terminate
in the event of its assignment. This Agreement may be terminated by the
Distributor or by you, without penalty, upon ten days' prior written notice to
the other party. This Agreement may also be terminated at any time without
penalty by the vote of a majority of the members of the Board of Trustees of the
Group who are not "interested persons" (as such term is defined in the 1940
Act), or (with respect to a Fund) by a vote of a majority of the outstanding
voting securities of that Fund on ten days' written notice.
5.2 NOTICE. All communications to the Distributor shall be sent to the
address set forth on page 1 hereof or at such other address as the Distributor
may designate to you in writing. Any notice to you shall be duly given if
mailed, telegraphed or telecopied to you at the address set forth on page 1
hereof or at such other address as you may provide in writing to the
Distributor.
5.3 MISCELLANEOUS. This Agreement supersedes any other agreement between
the Distributor and you with respect to the offer and sales of Shares and
relating to any other matters discussed herein. All covenants, agreements,
representations and warranties made herein shall be deemed to have been material
and relied on by each party, notwithstanding any investigation made by either
party or on behalf of either party, and shall survive the execution and delivery
of this Agreement. The invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of any other term or
provision hereof. The headings in the Agreement are for convenience of reference
only and shall not alter or otherwise affect the meaning hereof. This Agreement
may be executed in any number of counterparts which together shall constitute
one instrument and shall be governed by and construed in accordance with the
laws (other than the conflict of laws rules) of the State of Ohio and shall bind
and inure to the benefit of the parties hereto and their respective successors
and assigns.
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If the foregoing corresponds with your understanding of our agreement,
kindly sign this letter and the accompanying copies thereof in the appropriate
space below and return the same to the Distributor, whereupon this letter shall
serve as a binding Agreement between the Distributor and you effective as of the
date of execution.
THE WINSBURY COMPANY
By: THE WINSBURY CORPORATION
General Partner
By /s/ G. Xxxxxx Xxxxxxxxx
------------------------
Name: Date
Title: President
The foregoing Agreement is hereby accepted:
AMSOUTH INVESTMENT SERVICES, INC.
By /s/ W. Xxxxxxx Xxxxxxx 10/25/90
----------------------------------
Name:W. Xxxxxxx Xxxxxxx Date
Title: President
Company:
BISYS FUND SERVICES L.P.
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
EXHIBIT A
TO DEALER AGREEMENT BETWEEN
BISYS FUND SERVICES L.P.
AND
AMSOUTH INVESTMENT SERVICES, INC.
INVESTMENT PORTFOLIO OF
THE AMSOUTH MUTUAL FUNDS
Variable NAV Variable NAV
Fixed Income Funds Equity Funds
Bond Fund Equity Fund
Limited Maturity Bond Fund Regional Equity Fund
Government Income Fund Balanced Fund
Florida Tax-Free Fund
Alabama Tax-Free Fund
Municipal Bond Fund
Money Market Funds
Prime Obligations Fund - Classic Shares
Prime Obligations Fund - Premier Shares
U.S. Treasury Fund - Classic Shares
U.S. Treasury Fund - Premier Shares
Tax-Exempt Fund - Classic Shares
Tax-Exempt Fund - Premier Shares
