Excel Funds Management Inc. Dealer Agreement For Pm Series Units Of The Excel Funds
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1 Excel Funds Management Inc. Dealer Agreement For Pm Series Units Of The Excel Funds This dealer agreement is made as of:, 20 (the Agreement ) Between: herein referred to as (the Dealer ) with its principal office at: Address: City: Province: Postal Code: and Excel Funds Management Inc. herein referred to as ( Excel Funds ) with its principal office at: 2810 Matheson Blvd. East Suite 800 Mississauga, Ontario L4W 4X7 WHEREAS: PM Series units of Excel Blue Chip Equity Fund, Excel Blue Chip Balanced Fund, Excel High Income Fund, Excel Money Market Fund, Excel India Fund, Excel China Fund, Excel Chindia Fund, Excel Latin America Fund, Excel BRIC Fund, Excel Emerging Markets Fund and Excel Billionaires Fund (each a Fund and collectively the Funds ) are designed for investors who invest, either individually or as part of a financial group, at least $5 million dollars in a Fund; NOW THEREFORE Excel Funds and the Dealer agrees as follows: 1. Eligibility a. The Dealer represents and warrants to Excel Funds that the client account(s) noted below are eligible to purchase PM Series units because (tick one): The account below has at least $5 million invested in a Fund based upon the net asset value per series unit of the PM Series units owned by such account. The account below is the master account of a financial group (established below) and the accounts forming such financial group have an aggregate investment in a Fund of at least $5 million dollars based upon the net asset value per series unit of the PM Series units owned by such accounts.
2 Eligible Accounts* (* For Financial Groups, list only the Master Account in this section. List all other accounts on page 4.) Account Information: b. The Dealer acknowledges that it is the responsibility of the Dealer to recommend the series that is most suitable for its clients and that Excel Funds does not automatically switch units owned by clients of the Dealer into another series if such clients attain minimum thresholds to be eligible for another series. c. The purchase and holding of PM Series units by clients of the Dealer and the Dealer s representatives, or by the Dealer on behalf of clients, as applicable, are permitted only so long as this Agreement between Excel Funds and the Dealer is in effect and the clients continue to meet the eligibility requirements to purchase PM Series units as described in the relevant Fund s prospectus. d. PM Series units are permitted to be purchased in accordance with the terms and conditions as set out in the relevant Fund s prospectus by the Dealer and the Dealer s representatives. The terms and conditions of this Agreement are in addition to all terms and conditions set forth in the relevant Fund s prospectus e. The Dealer undertakes to ensure that all clients purchasing PM Series units are aware of the eligibility requirements to purchase PM Series units and that Excel Funds may change PM Series units to Series A or Series F units of the Fund through the Initial Sales Charge Option of such Fund in the event that a client ceases to meet the eligibility requirements for PM Series units. If a client ceases to meet the eligibility requirements for PM Series units, the Dealer shall instruct Excel Funds to change such client s PM Series units as noted above within 30 days of such event. f. i. The Dealer acknowledges that this Agreement does not grant the Dealer the right to purchase PM Series units for distribution, or to distribute PM Series units to the Dealer s clients; and ii. Excel Funds has the right to refuse any order to buy or to switch into PM Series units, including any orders of the Dealer s clients, as long as Excel Funds complies with the related procedures described in the relevant Fund s prospectus. iii. Excel Funds has the right to change the eligibility requirements for PM Series units at any time. 2. Duties In the event the Dealer offers PM Series units of the Fund, the Dealer shall be governed by this Agreement, by applicable laws, regulations and guidelines, and by the rules, policies and procedures relating to PM Series units established by Excel Funds from time to time. 3. Indemnification a. The Dealer agrees to indemnify and hold harmless Excel Funds, the Funds and their respective associates, affiliates and agents or representatives from any losses, liability, fines, damages, expenses or interest, including the reasonable costs of defence, that result from any unauthorized action or statement, negligent acts or omissions, fraud or any violation of any law, regulation or policy by The Dealer or any of its representatives in connection with the sale of PM Series units to its clients, or from any other breach of this Agreement by the Dealer, if Excel Funds promptly notifies the Dealer of any claim or allegation of claim, or suit and promptly provides the Dealer with full written particulars thereof.
3 b. Excel Funds agrees to indemnify and hold harmless the Dealer from any losses, liability, fines, damages, expenses or interest, including the reasonable costs of defence, that result from any unauthorized action or statement, negligent acts or omissions, fraud or any violation of any law, regulation or policy by Excel Funds in connection with the offering of PM Series units, or from any other breach of this Agreement, if the Dealer promptly notifies Excel Funds of any claim, or allegation of claim, or suit and promptly provides Excel Funds with full written particulars thereof. c. Each party shall promptly notify the other in writing of any claims, demands or actions having any bearing on this Agreement. 4. No Employment Relationship or Distribution Contract No provision in this Agreement shall be construed to create the relationship of employee and employer between the Dealer s representatives and Excel Funds It is the express intention of the parties that this Agreement does not constitute a distribution contract as such term is defined in the Securities Act (Ontario). 5. Waiver No provision in this Agreement shall be deemed to have been waived by Excel Funds unless in writing to that effect signed by an authorized officer of Excel Funds. 6. Assignment The Dealer shall not assign this Agreement or its rights or obligations hereunder without the prior written consent of Excel Funds. 7. Effect and Termination The Dealer or Excel Funds may terminate this Agreement at any time effective immediately upon written notice to the other. Upon termination of this Agreement or upon a change in the terms of the PM Series units eligibility by Excel Funds which renders investors in the program ineligible to purchase or hold PM Series units, the Dealer shall instruct Excel Funds to change the clients PM Series units to as noted above within 30 days of such instruction. Notwithstanding the termination of this Agreement, if clients of the Dealer continue to hold PM Series units of a Fund after the effective date of termination or after they are ineligible to purchase or hold PM Series units, the Dealer acknowledges that such client shall continue to pay all fees and expenses, including the management fee, related to such PM Series units as described in the prospectus of the Fund. Such obligation will survive termination of this Agreement until such time as the client ceases to hold any of the PM Series units of a Fund. 8. Notice Any notice required or permitted to be given under this Agreement shall be in writing, and may be delivered by fax, courier or mail. Such notice shall be addressed, if to the Dealer, at the last address on record with Excel Funds, or, if to Excel Funds, at its head office at 2810 Matheson Blvd. East, Suite 800, Mississauga, Ontario, L4W 4X7. Any notice delivered by fax shall be deemed to have been given on the day on which it was sent, if sent during normal business hours of the recipient, or the business day after it was sent, if sent after normal business hours of the recipient. Any notice delivered by courier or mail shall be deemed to have been given on the day it is received. 9. General a. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. b. This Agreement shall be binding upon and ensure to the benefit of the parties and their successors and permitted assigns.
4 c. This Agreement can be modified only by a written agreement duly signed by the persons authorized to sign agreements on behalf of the parties. d. This Agreement shall be governed by and interpreted in accordance with the laws of the province in which The Dealer s principal office is located (as specified on page 1 of this Agreement subject to change from time to time on written notice by the Dealer to Excel Funds and the courts of that province shall have jurisdiction over legal proceedings in respect of this Agreement. e. The person signing on behalf of the Dealer represents that he or she has the authority to bind the Dealer and agrees that Excel Funds may rely on the signature without further inquiry. f. The Dealer confirms that it has requested that this Agreement and all communications with respect thereto be in the English language; le soussigné confirme avoir requis que ce contrat et toute autre communication y afférente soient en langue anglaise. The parties have executed this Agreement intending to be bound by its terms as of the date set out on page 1 above. Dealer Name: Dealer Number: EXCEL FUNDS MANAGEMENT INC. FINANCIAL GROUP Only complete this part if you are creating a Financial Group or are changing a Financial Group. The Dealer directs Excel Funds to establish a Financial Group for purposes of aggregating the amounts held in the accounts of the Financial Group to meet the minimum investment threshold of the PM Series units. The aggregate value of the PM Series units held in the accounts in the Financial Group must be at least $5 million for the accounts in the Financial Group to be eligible to purchase or hold PM Series units of a Fund. Set out below are the accounts that are linked to the Master Account to establish a Financial Group. The accounts listed below may be linked to the Master Account if the accountholder is a family member of the Master Account accountholder residing at the same address, or if it is a corporate, partnership or trust entity over which members of the Financial Group have more than 50% of the entity s voting control. All of the accounts must be accounts of the Dealer. By submitting this form, The Dealer confirms that the requirements of linking are met for the accounts below. It is the responsibility of the Dealer to notify Excel Funds of any changes to the Financial Group by providing details of any additions or deletions to the Financial Group in the sections below. Excel Funds cannot automatically link any accounts without authorization from the Dealer to do so. Any errors in submissions are the responsibility of the client and the Dealer. Excel Funds has the authority to retroactively charge the client and/or the Dealer the correct management fee rates (i.e. the rates of the series for which the client was eligible) if errors in submissions are found.
5 MASTER ACCOUNT ADDITIONS/DELETIONS Attach additional copies of this page if more lines required. this this this this this this
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