NVEST FUNDS DISTRIBUTOR, L.P.
399 Boylston Street
Boston, Massachusetts 02116
SPECIAL DEALER AGREEMENT
As dealer for our own account, we offer to sell to you shares of the AEW Real
Estate Securities Fund (the "Fund"), of which we are a principal underwriter as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), and
from which we have the right to purchase shares.
With respect to the Fund:
1. In all sales of shares of the Fund ("Fund shares") to the public you shall
act as principal for your own account or agent for the account of your
customers, and in no transaction shall you have any authority to act as agent
for the Fund or for us.
2. Orders received from you will be accepted by us only at the public offering
price applicable to each order, except for transactions to which a reduced
offering price applies as provided in the then current Prospectus (which term as
used herein shall include the Statement of Additional Information) of the Fund.
The minimum dollar purchase of Fund shares by any investor shall be the
applicable minimum amount described in the then current Prospectus of the Fund
and no order for less than such amount will be accepted hereunder. The public
offering price shall be the net asset value per share plus the sales charge, if
any, applicable to the transaction, expressed as a percentage of the public
offering price, as determined and effective as of the time specified in the then
current Prospectus of the Fund. The procedures relating to the handling of
orders shall be subject to any instructions that we shall forward from time to
time to you. All orders are subject to acceptance or rejection by us in our sole
discretion. Each sale of Fund shares is always made subject to confirmation by
us at the public offering price next computed after receipt of an order.
3. The sales charge, if any, applicable to any sale of Fund shares by you and
the dealer concession or commission applicable to any order from you for the
purchase of Fund shares accepted by us shall be set forth in the then current
Prospectus of the Fund. You acknowledge that as of the date hereof there are no
sales charges or dealer concessions applicable to Fund shares. You may be deemed
to be an underwriter in connection with sales by you of Fund shares where you
receive all or substantially all of any sales charge set forth in the Fund's
Prospectus, and therefore you may be subject to applicable provisions of the
Securities Act of 1933, as amended (the "1933 Act").
If we are entitled to a contingent deferred sales charge ("CDSC") on redemptions
of applicable Classes of Fund shares, as described in the then current
Prospectus, you agree that you will sell Fund shares subject to a CDSC and that
are to be held in omnibus accounts only if you are a NETWORKING participant with
the National Securities Clearing Corporation and if such accounts are
established pursuant to a NETWORKING Agreement.
Reduced sales charges or no sales charge may apply to certain transactions under
letter of intent, combined purchases or investments, reinvestment of dividends
and distributions, repurchase privilege, unit investment trust distribution
reinvestment or other programs, as described in the then current Prospectus of
the Fund.
4. You agree to purchase Fund shares only from us or from your customers. If you
purchase Fund shares from us, you agree that all such purchases shall be made
only (a) to cover orders already received by you from your customers, (b) for
your own bona fide investment, or (c) for investments by any IRS qualified
pension, profit sharing or other trust established for the benefit of your
employees or for investments in Individual Retirement Accounts established by
your employees, if you so advise us in writing prior to any sale of Fund shares
pursuant to this subparagraph (c) and if you agree to waive all your dealer
concessions, if any, applicable to all sales of Fund shares pursuant to this
subparagraph (c). If you purchase Fund shares from your customers, you agree to
pay such customers not less than the applicable redemption price as set forth in
the then current Prospectus of the Fund.
5. You shall sell Fund shares only (a) to customers at the applicable public
offering price and (b) to us as agent for the Fund at the redemption price. In
such a sale to us, you may act either as principal for your own account or as
agent for your customer. If you act as principal for your own account in
purchasing Fund shares for resale to us, you agree to pay your customer not less
than the price that you receive from us. If you act as an agent for your
customer in selling Fund shares to us, you agree not to charge your customer
more than a fair commission for handling the transaction. You agree to receive
no compensation of any kind in respect of the reinvestment dividends or
distributions.
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6. You agree that in selling Fund shares you will comply with all applicable
federal, state and foreign laws, rules and regulations, including the applicable
provisions of the 1933 Act, the applicable rules and regulations of the National
Association of Securities Dealers, Inc. (the "NASD"), including without
limitation Conduct Rules 2310, 3110 and 2830, and the applicable rules and
regulations of any jurisdiction in which you sell, directly or indirectly, any
Fund shares. You agree not to offer for sale or sell the Fund shares in any
jurisdiction in which the Fund shares are not qualified for sale or in which you
are not qualified as a broker-dealer. In the event that you offer Fund shares
outside the United States, you agree to comply with the applicable laws, rules
and regulations of the foreign government having jurisdiction over such sales,
including any regulations of United States military authorities applicable to
solicitations to military personnel.
7. You hereby certify that all of your customers' taxpayer identification
numbers ("TIN") or social security numbers ("SSN") furnished to us by you are
correct and that you will not open an account without providing the customer's
TIN or SSN.
8. You agree to transmit to us promptly any and all orders received by you. You
shall not withhold placing with us orders received from your customers so as to
profit yourself 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 your
customers. You agree to pay to us the offering price, less any dealer concession
to which you are entitled, within three (3) business days of our confirmation of
your order, or such shorter time as may be required by law.
9. We will not accept from you any conditional orders for Fund shares.
10. If any Fund shares sold to you under the terms of this Agreement are
redeemed by the Fund or repurchased by us as agent for the Fund within seven (7)
business days after the date of our confirmation of the original purchase by
you, it is agreed that you shall forfeit your right to any dealer concession or
commission received by you on such Fund shares.
We will notify you of any such repurchase or redemption within ten (10) business
days after the date thereof, and you shall forthwith refund to us the entire
concession or commission, if any, allowed or paid to you on such sale. We agree,
in the event of any such repurchase or redemption, to refund to the Fund the
portion of the sales charge, if any, retained by us and upon receipt from you of
the concession allowed to you, if any, to pay such refund forthwith to the Fund.
11. Payment for Fund shares sold to you shall be made on or before the
settlement date specified in our confirmation, at the office of our clearing
agent, and by check payable to the order of the Fund, which reserves the right
to delay issuance, redemption or transfer of Fund shares until such check has
cleared. If such payment is not received by us, we reserve the right, without
notice, forthwith either to cancel the sale or, at our option, to sell the Fund
shares ordered back to the Fund.
12. You will also act as principal in all purchases by a shareholder for whom
you are the dealer of record of Fund shares with payments sent directly by such
shareholder to the Shareholder Services and Transfer Agent (the "Agent")
specified in the then current Prospectus of the Fund, and you authorize and
appoint the Agent to execute and confirm such purchases to such shareholder on
your behalf. The Agent will remit not less frequently than monthly to you the
amount of any concessions due with respect to such purchases, except that no
concessions will be paid to you on any transaction for which your net sales
concession is less than the total of $5.00 in any one month. You also represent
that with respect to all such direct purchases by such shareholder, you may
lawfully sell Fund shares in the state designated as such shareholder's record
address.
13. Stock certificates for Fund shares sold to you shall be issued only to the
extent set forth in the then current Prospectus of the Fund and then only if
specifically requested and upon terms specified from time-to-time by the
Trustees of the Fund. If no open account registration or transfer instructions
are received by the Agent within 20 days after payment by you for Fund shares
sold to you, an open account for such Fund shares will be established in your
name. You agree to hold harmless and indemnify us, the Agent and the Fund for
any loss or expenses resulting from such open account registration of such Fund
shares.
14. No person is authorized to make any representations concerning Fund shares
except those contained in the then current Prospectus of the Fund and in sales
literature issued by us, if any, supplemental to such Prospectus. In purchasing
Fund shares from us, you shall rely solely on the representations contained in
such Prospectus and such sales literature. We will furnish you with additional
copies of such Prospectus and such sales literature and other releases and
information issued by us in reasonable quantities upon request.
If, with prior approval from us, you use any advertisement or sales literature
which has not been supplied by us, you are responsible for ensuring that the
material complies with all applicable regulations and has been filed with the
appropriate authorities. Also, you will send us copies of all such materials
within (10) days of first use.
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You shall indemnify and hold us (Distributor and its directors, officers,
employees, and agents) harmless from and against any and all losses, claims,
liabilities and expenses (including reasonable attorneys' fees) ("Losses")
incurred by any of us arising out of (a) your dissemination of information
regarding the Fund that is alleged to contain an untrue statement of material
fact or any omission of a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading and that was not published or provided to you by or on behalf of us
or our affiliated persons ("Affiliates"), as defined under the 1940 Act, or
accurately derived from information published or provided by or on behalf of us
or any of our Affiliates, (b) any breach by you of any representation, warranty
or agreement contained in this Agreement, or (c) any willful misconduct or
negligence on your part in the performance of, or failure to perform, your
obligations under this Agreement, except to the extent such losses are caused by
our breach of this Agreement or our willful misconduct or negligence in the
performance, or failure to perform, our obligations under this Agreement. This
Section 14 shall survive termination of this Agreement.
15. The Fund reserves the right in its discretion and we reserve the right in
our discretion, without notice, to suspend sales, to place restrictions on or
otherwise limit the sale of Fund shares or withdraw the offering of Fund shares
entirely. We reserve the right, by written notice to you, to amend, modify,
cancel or assign this Dealer Agreement and to take such other action as we may
deem advisable in respect of all matters pertaining to the distribution of Fund
shares. We shall not be under any obligation to you, except for obligations
expressly assumed by us in this Agreement. Notice for all purposes shall be
deemed to be given when mailed or electronically transmitted to you.
16. This Dealer Agreement shall replace all prior agreements, if any, between
you and us or any of our predecessor entities (New England Funds, L.P., TNE
Investment Services Corporation, Investment Trust of Boston Distributors, Inc.)
with respect to the sale of Fund shares and is conditioned upon your
representation and warranty that you are registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, and are licensed and qualified as a
broker-dealer or otherwise authorized to offer and sell the Fund shares under
the laws of each jurisdiction in which the Fund shares will be offered and sold
by you. You further confirm that you are a member in good standing of NASD and
you agree to maintain such membership in good standing or, in the alternative,
if you are a foreign dealer not eligible for membership in NASD, you agree that
in making any sales to purchasers within the United States of securities
acquired from us you will conform to the provisions of paragraphs (a) and (b) of
Rule 2420 of NASD's Conduct Rules.
17. All communications to us should be sent to the above address. Any notice to
you shall be duly given if mailed or telegraphed to you at the address specified
by you below. This Agreement shall be effective when accepted by you below and
shall be construed under the laws of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
Accepted: Nvest Funds Distributor, L.P.
AEW Capital Management, L.P. By: /s/ JOHN T. HAILER
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Dealer's Name
Two Seaport Lane, Boston, MA 02210 John T. Hailer
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Address (Please Print Name)
By: /s/ JAMES J. FINNEGAN Date: 9/1/00
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Authorized Signature of Dealer
James J. Finnegan
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(Please print name)
Date: 9/1/00
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