[Name of Trust/Corporation]
PFS Distributors, Inc.
3120 Breckinridge Blvd.
Duluth, Georgia 30099
This is to confirm that, in consideration of the agreements hereinafter contained, [name of trust/corporation] (the “[Trust/Corporation]”), a [type of entity], on behalf of its series [name of fund] (the “Fund”), has agreed that you shall be, for the period of this Agreement, the non-exclusive principal underwriter and co-distributor of shares of the Fund. For purposes of this Agreement, the term “Shares” shall mean shares of beneficial interest of the Fund.
1. Services as Principal Underwriter and Distributor
1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement, prospectus and statement of additional information then in effect under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), and will transmit or cause to be transmitted promptly any orders received by you or those with whom you have sales or servicing agreements for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the [Trust/Corporation] has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with registered securities brokers and banks and into servicing agreements with financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into such agreements, you will act only on your own behalf as principal underwriter and distributor. You will not be responsible for making any distribution plan or service fee payments pursuant to any plans the [Trust/Corporation] may adopt on behalf of the Fund or agreements it may enter into.
1.3 You shall act as the non-exclusive principal underwriter and co-distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted from time to time by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act or the 1940 Act or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted for any reason, including, without limitation, market, economic or political conditions, the [Trust/Corporation]’s officers may decline to accept any orders for, or make any sales of, any Shares until such time as those officers deem it advisable to accept such orders and to make such sales and the [Trust/Corporation] shall advise you promptly of such determination.
2. Duties of the [Trust/Corporation]
2.1 The [Trust/Corporation] agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the [Trust/Corporation] hereunder, and all expenses in connection with the preparation and printing of the Fund’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that nothing contained herein shall be deemed to require the [Trust/Corporation] to pay any costs of advertising or marketing the sale of Shares.