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EXHIBIT (e)(2)
FORM OF
SELLING AGREEMENT
Dear Sirs:
As the principal underwriter of shares of certain registered investment
companies (or series thereof) presently or hereafter managed, advised or
administered by Lee Munder Investments Ltd., shares of which companies are
distributed by us at their respective net asset values plus sales charges as
applicable, pursuant to our Distribution Agreement with such companies (the
"Funds"), we invite you to participate as a non-exclusive principal in the
distribution of shares of any and all of the Funds upon the following terms and
conditions:
1. You are to offer and sell such shares only at the public offering prices
that shall be currently in effect, in accordance with the terms of the
then current Prospectuses and Statements of Additional Information of the
Funds subject in each case to the delivery prior to or at the time of
such sales of the then current Prospectus. You agree to act only as agent
in such transactions and nothing in this Agreement shall constitute
either of us the agent of the other or shall constitute you or the Funds
the agent of the other. In all transactions in these shares between you
and us, we are acting as agent for the Funds and not as principal. All
orders are subject to acceptance by us and become effective only upon
confirmation by us. We reserve the right in our sole discretion to reject
any order. The minimum dollar purchase of shares of the Funds shall be
the applicable minimum amounts described in the then current Prospectuses
and Statements of Additional Information and no order for less than such
amounts will be accepted, unless such purchase shall be expressly
approved by the Funds in accordance with the then current Prospectuses.
2. On each purchase of shares by you from us, the total sales charges and
discount to selected dealers, if any, shall be as stated in each Fund's
then current Prospectus.
Such sales charges and discount to selected dealers are subject to
reductions under a variety of circumstances as described in each Fund's
then current Prospectus and Statement of Additional Information. To
obtain these reductions, we must be notified when the sale takes place
which would qualify for the reduced charge.
There is no sales charge or discount to selected dealers on the
reinvestment of any dividends or distributions.
3. All purchases of shares of a Fund made under any cumulative purchase
privilege as set forth in a Fund's then current effective Prospectus
shall be considered an individual transaction for the purpose of
determining the concession from the public offering price to which you
are entitled as set forth in Section 2 hereof.
4. As an authorized agent to sell shares of the Funds, you agree to purchase
shares of the Funds only through us or from your customers. Purchases
through us shall be made only for your own investment purposes or for the
purpose of covering purchase orders already
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received from your customers, and we agree that we will not place
orders for the purchase of shares from a Fund except to cover purchase
orders already received by us. Purchases from your customers shall be
at a price not less than the net asset value quoted by each such Fund
at the time of such purchase. Nothing herein contained shall prevent
you from selling any shares of a Fund for the account of a record
holder to us or to such Fund at the net asset value quoted by us and
charging your customer a fair commission for handling the transaction.
5. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
6. You agree to sell shares of the Funds only (a) to your customers at the
public offering prices then in effect or (b) to us as agent for the Funds
or to each such Fund itself at the redemption price, as described in each
Fund's then current effective Prospectus.
7. Settlement shall be made promptly, but in no case later than the time
customary for such payments after our acceptance of the order or, if so
specified by you, we will make delivery by draft on you, the amount of
which draft you agree to pay on presentation to you. If payment is not so
received or made, the right is reserved forthwith to cancel the sale or
at our option to resell the shares to the applicable Fund, at the then
prevailing net asset value in which latter case you agree to be
responsible for any loss resulting to such Fund or to us from your
failure to make payment as aforesaid.
8. If any shares sold to you under the terms of this Agreement are
repurchased by a Fund or by us as agent, or purchased for the account of
that Fund or tendered to that Fund for purchase at liquidating value
under the terms of the Agreement and Declaration of Trust or other
document governing such Fund within seven (7) business days after the
date of confirmation to you of your original purchase order therefor, you
agree to pay forthwith to us the full amount of the concession allowed to
you on the original sale and we agree to pay such amount to the Fund when
received by us. We shall notify you of such repurchase within ten (10)
days of the effective date of such repurchase.
9. All sales will be subject to receipt of shares by us from the Funds. We
reserve the right in our discretion, without notice to you, to suspend
sales or withdraw the offering of shares entirely, or to modify or cancel
this Agreement.
10. From time to time during the term of this Agreement we may make payments
to you pursuant to one or more of the distribution and/or service plans
adopted by certain of the Funds pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Act") in consideration of your
furnishing distribution and/or shareholder services hereunder with
respect to each such Fund. We have no obligation to make any such
payments and you hereby waive any such payments until we receive monies
therefor from the Fund. Any such payments made pursuant to this Section
10 shall be subject to the following terms and conditions:
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(a) Any such payments shall be in such amounts as we may from time to
time advise you in writing but in any event not in excess of the amounts
permitted by the plan in effect with respect to each particular Fund and
will be based on the dollar amount of Fund shares which are owned of
record by your firm as nominee for your customers or which are owned by
those customers of your firm whose records, as maintained by the Funds or
their agents, designate your firm as the customer's dealer of record. Any
such payments shall be in addition to the selling concession, if any,
allowed to you pursuant to this Agreement. No such fee will be paid to
you with respect to shares purchased by you and redeemed by the Funds or
by us as agent within seven business days after the dates of confirmation
of such purchase.
(b) The provisions of this Section 10 relate to the plan adopted by a
particular Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1,
any person authorized to direct the disposition of monies paid or payable
by a Fund pursuant to this Section 10 shall provide the Fund's Board, and
the Board shall review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were
made.
(c) The provisions of this Section 10 applicable to each Fund shall
remain in effect for not more than a year and thereafter for successive
annual periods only so long as such continuance is specifically approved
at least annually in conformity with Rule 12b-1 and the Act. The
provisions of this Section 10 shall automatically terminate with respect
to a particular plan, in the event such plan terminates or is not
continued or in the event this Agreement terminates or ceases to remain
in effect. In addition, the provisions of this Section 10 may be
terminated at any time, without penalty, with respect to any particular
plan or not more than 60 days' nor less than 30 days' written notice
delivered or mailed by registered mail, postage prepaid, to the other
party.
11. No person is authorized to make any representations concerning the Funds
or shares of the Funds except those contained in each Fund's then current
effective Prospectus or Statement of Additional Information and any such
information as may be released by a Fund as information supplemental to
such Prospectus or Statement of Additional Information. In purchasing
shares through us you shall rely solely on the representations contained
in each Fund's then current effective Prospectus or Statement of
Additional Information and above-mentioned supplemental information.
12. Additional copies of each such Prospectus or Statement of Additional
Information and any printed information issued as supplemental to each
such Prospectus or Statement of Additional Information will be supplied
by us to you and your selling agents in reasonable quantities upon
request.
13. We, our affiliates and the Funds shall not be liable for any loss,
expenses, damages, costs or other claims arising out of any redemption or
exchange pursuant to telephone instructions from any person, or our
refusal to execute such instructions for any reason.
14. All communications to us shall be sent to us at Funds Distributor, Inc.,
60 State Street, Suite 1300, Boston, MA 02109. Any notice to you shall be
duly given if mailed or
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telegraphed to you at your address as registered from time to time with
the National Association of Securities Dealers, Inc.
15. This Agreement may be amended by us from time to time by the following
procedure. We will mail a copy of the amendment to you at your address as
registered from time to time with the National Association of Securities
Dealers, Inc. If you do not object to the amendment within fifteen (15)
days after its receipt, the amendment will become a part of the
Agreement. Your objection must be in writing and be received by us within
such fifteen days.
16. This Agreement may be terminated upon written notice by either party at
any time, and shall automatically terminate upon its attempted assignment
by you, whether by operation of law or otherwise, or by us otherwise than
by operation of law.
17. By accepting this Agreement, you represent that you are registered as a
broker-dealer under the Securities Exchange Act of 1934, are qualified to
act as a broker or dealer in the states or other jurisdictions where you
transact business, and are a member in good standing of the National
Association of Securities Dealers, Inc., and you agree that you will
maintain such registrations, qualifications, and membership in good
standing and in full force and effect throughout the term of this
Agreement. You further agree to comply with all applicable Federal laws,
the laws of the states or other jurisdictions concerned, and the rules
and regulations promulgated thereunder and with the Constitution, By-Laws
and Conduct Rules of the National Association of Securities Dealers,
Inc., and that you will not offer or sell shares of the Funds in any
state or jurisdiction where they may not lawfully be offered and/or sold.
If you are offering and selling shares of the Funds in jurisdictions
outside the several states, territories, and possessions of the United
States and are not otherwise required to be registered, qualified, or a
member of the National Association of Securities Dealers, Inc., as set
forth above, you nevertheless agree to observe the applicable laws of the
jurisdiction in which such offer and/or sale is made, to comply with the
full disclosure requirements of the Securities Act of 1933 and the
regulations promulgated thereunder, to conduct your business in
accordance with the spirit of the Conduct Rules of the National
Association of Securities Dealers, Inc. You agree to indemnify and hold
the Funds, their investment adviser, and us harmless from loss or damage
resulting from any failure on your part to comply with applicable laws.
18. You agree to maintain records of all sales of shares made through you and
to furnish us with copies of each record on request.
19. This Agreement and all amendments to this Agreement shall take effect
with respect to and on the date of any orders placed by you after the
date set forth below or, as applicable, after the date of the notice of
amendment sent to you by the undersigned.
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20. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and shall be binding upon both parties
hereto when signed and accepted by you in the space provided below.
FOR FUNDS DISTRIBUTOR, INC.
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
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