T.O. ▇▇▇▇▇▇▇▇▇▇ TRUST
Two ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Dealer's Agreement
T.O. ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. ("Underwriter") invites you, as
a selected dealer, to participate as principal in the distribution of
shares (the "Shares") of the T.O. ▇▇▇▇▇▇▇▇▇▇ Sector Rotation Fund (the
"Fund"), of which it is the exclusive underwriter. Underwriter agrees
to sell to you, subject to any limitations imposed by the Fund, Shares
issued by the Fund and to promptly confirm each sale to you. All sales
will be made according to the following terms:
1. All offerings of any of the Shares by you must be made at the
public offering prices, and shall be subject to the conditions of
offering, set forth in the then current prospectus of the Fund (the
"Prospectus") and to the terms and conditions herein set forth, and
you agree to comply with all requirements applicable to you of all
applicable laws, including federal and state securities laws, the
rules and regulations of the Securities and Exchange Commission, and
the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. (the "NASD"), including Section 24 of the Rules of Fair
Practice of the NASD. You will not offer the Shares for sale in any
state or other jurisdiction where they are not qualified for sale
under the Blue Sky Laws and regulations of such state or jurisdiction,
or where you are not qualified to act as a dealer. Upon application to
Underwriter, Underwriter will inform you as to the states or other
jurisdictions in which Underwriter believes the Shares may legally be
sold.
2. You hereby authorize Underwriter to act as your agent in connection with
all transactions in open accounts in which you are designated as Dealer of
Record. All designations as Dealer of Record, and all authorizations of
Underwriter to act as your Agent pursuant thereto, shall cease upon the
termination of this Agreement or upon the investor's instructions to transfer
his open account to another Dealer of Record.
3. Underwriter reserves the right to cancel this Agreement at any time
without notice if any Shares shall be offered for sale by you at less than the
then current public offering prices determined by, or for, the Fund.
4. All orders are subject to acceptance or rejection by Underwriter in
its sole discretion. The Underwriter reserves the right, in its discretion,
without notice, to suspend sales or withdraw the offering of Shares entirely.
5. Payment shall be made to the Fund and shall be received by its
Transfer Agent within three (3) business days after the acceptance of your order
or such shorter time as may be required by law. With respect to all Shares
ordered by you for which payment has not been received, you hereby assign and
pledge to Underwriter all of your right, title and interest in such Shares to
secure payment therefor. You appoint Underwriter as your agent to execute and
deliver all documents necessary to effectuate
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any of the transactions described in this paragraph. If such payment is not
received within the required time period, Underwriter reserves the right,
without notice, and at its option, forthwith (a) to cancel the sale, (b) to sell
the Shares ordered by you back to the Fund, or (c) to assign your payment
obligation, accompanied by all pledged Shares, to any person. You agree that
Underwriter may hold you responsible for any loss, including loss of profit,
suffered by the Fund, its Transfer Agent or Underwriter, resulting from your
failure to make payment within the required time period.
6. No person is authorized to make any representations concerning
Shares of the Fund except those contained in the current applicable Prospectus
and Statement of Additional Information and in sales literature issued and
furnished by Underwriter supplemental to such Prospectus. Underwriter will
furnish additional copies of the current Prospectus and Statement of Additional
Information and such sales literature and other releases and information issued
by Underwriter in reasonable quantities upon request.
7. Under this Agreement, you act as principal and are not employed by
Underwriter as broker, agent or employee. You are not authorized to act for
Underwriter nor to make any representation on its behalf; and in purchasing or
selling Shares hereunder, you rely only upon the current Prospectus and
Statement of Additional Information furnished to you by Underwriter from time to
time and upon such written representations as may hereafter be made by
Underwriter to you over its signature.
8. You appoint the transfer agent for the Fund as your agent to execute
the purchase transactions of Shares in accordance with the terms and provisions
of any account, program, plan or service established or used by your customers
and to confirm each purchase to your customers on your behalf, and you guarantee
the legal capacity of your customers purchasing such Shares and any co-owners of
such Shares.
9. You will (a) maintain all records required by laws relating to
transactions in the Shares, and upon the request of Underwriter, or the request
of the Fund, promptly make such records available to Underwriter or to the Fund
as are requested, and (b) promptly notify Underwriter if you experience any
difficulty in maintaining the records required in the foregoing clause in an
accurate and complete manner. In addition, you will establish appropriate
procedures and reporting forms and schedules, approved by Underwriter and by the
Fund, to enable the parties hereto and the Fund to identify all accounts opened
and maintained by your customers.
10. Each party hereto represents that it is presently, and, at all
times during the term of this Agreement, will be, a member in good standing of
the NASD and agrees to abide by all of its Rules of Fair Practice including, but
not limited to, the following provisions:
(a) You shall not withhold placing customers' orders for any Shares so
as to profit yourself as a result of such withholding. You shall not purchase
any Shares from Underwriter other than for investment, except for the purpose of
covering purchase orders already received.
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(b) All conditional orders received by Underwriter must be at a
specified definitive price.
(c) Neither Underwriter, as exclusive underwriter for the Fund, nor you
as principal, shall purchase any Shares from a record holder at a price lower
than the net asset value then quoted by, or for, the Fund. Nothing in this
sub-paragraph shall prevent you from selling Shares for the account of a record
holder to Underwriter or the Fund ta the net asset value currently quoted by, or
for, the Fund and charging the investor a fair commission for handling the
transaction.
(d) You warrant on behalf of yourself and your registered
representatives and employees that any purchase of Shares at net asset value by
the same pursuant to the terms of the Prospectus of the Fund is for investment
purposes only and not for purposes of resale. Shares so purchased may be resold
only to the Fund.
11. You agree that you will indemnify Underwriter, the Fund, the Fund's
transfer agent, the Fund's investment advisor, and the Fund's custodian and hold
such persons 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 any such claims are asserted, the indemnified parties
shall have the right to engage in their own defense, including the selection and
engagement of legal counsel of their choosing, and all costs of such defense
shall be borne by you.
12. This Agreement will automatically terminate in the event of its
assignment. Either party hereto may cancel this Agreement without penalty upon
ten days' written notice. 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 Fund who are not "interested persons" (as such term is defined
in the Investment Company Act of 1940), or by a vote of a majority of the
outstanding voting securities of the Fund on ten days' written notice.
13. All communications to Underwriter should be sent to T.O. ▇▇▇▇▇▇▇▇▇▇
Securities, Inc., Two ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at
such other addresses as Underwriter may designate in writing. Any notice to you
shall be duly given if mailed or telegraphed to you at the address of your
principal office, as indicated below in your acceptance of this Agreement.
14. This Agreement supersedes any other agreement with you relating to
the offer and sale of the Shares, and relating to any other matter discussed
herein.
15. This Agreement shall be binding (i) upon placing your first order
with Underwriter for the purchase of Shares, or (ii) upon receipt by Underwriter
in Farmington, Connecticut of a counterpart of this Agreement duly accepted and
signed by you,
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whichever shall occur first. This Agreement shall be construed in
accordance with the laws of the State of Connecticut.
16. The undersigned, executing this Agreement on behalf of Dealer,
hereby warrants and represents that he is duly authorized to so execute this
Agreement on behalf of Dealer.
17. The name T.O. ▇▇▇▇▇▇▇▇▇▇ Trust is the designation of the Trustees
under the Declaration of Trust, dated June 2, 1998, as amended from time to
time. The Declaration of Trust has been filed with the Secretary of State of the
Commonwealth of Massachusetts. The obligations of the Trust are not personally
binding upon, nor shall resort be had to the private property of, any of the
Trustees, shareholders, officers, employees or agents of the Trust, but the
Trust's property only shall be bound.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return one copy of this Agreement to the Underwriter.
ACCEPTED BY DEALER T.O. ▇▇▇▇▇▇▇▇▇▇ SECURITIES, INC.
By: ____________________________ By: _____________________________
Authorized Signature, Position
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_______________________________ Date
Type or Print Name
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Dealer Name
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Address
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Phone
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Date
By: _____________________________
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Date
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