Exhibit No. EX-99.h.3
SELLING/SERVICES AGREEMENT
FOR
MGI FUNDS
TO: MGI Funds Distributors, Inc.
c/o ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FROM: MMC SECURITIES CORP.
Name of Firm
1166 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
City, State, Zip Code
Ladies and Gentlemen:
For the mutual promises contained herein and other good and valuable
consideration, we enter into this Selling/Services Agreement (the "Agreement")
with you for the provision of certain services outlined below to our customers
("Customers") who, from time to time, may purchase shares (the "Shares") of the
MGI Funds (the "Fund") of which you are the Distributor and whose Shares are
offered at the net asset value next determined after an order is confirmed and
accepted. Upon acceptance of this Agreement by you, we understand that we may
offer and sell Shares of the Fund, or participate in the offer and sale of
Shares of the Fund and/or provide certain services to Customers who may become
shareholders of an investment portfolio (or series of Shares) of the Fund
(individually, a "Portfolio" and collectively, the "Portfolios" and any classes
thereof as listed on Schedule A) subject, however, to all of the terms and
conditions hereof and to your right, without notice, to suspend or terminate the
sale of Shares. The terms and conditions of this Agreement are as follows.
1. We understand that we will be compensated by you as we agree, in
writing, from time to time. To the extent so agreed, our compensation
will be no more than as set forth in the relevant current Prospectus
for the Portfolios, and will be for services that we provide pursuant
to this Agreement and as stated in Schedule A to this Agreement. The
term "Prospectus" herein refers to the prospectuses on file with the
Securities and Exchange Commission (the "SEC"), which are part of the
registration statement of the Fund filed under the Investment Company
Act of 1940, as amended (the "1940 Act"), and Shares under the
Securities Act of l933, as amended. We acknowledge that any
compensation paid to us is subject to the terms of and paid pursuant
to one of the Marketing and Shareholder Services Plans (the "Plans")
adopted by the Fund on behalf of the Portfolios pursuant to Rule 12b-1
under the 1940 Act, and all rules and regulations of the National
Association of Securities Dealers, Inc. (the "NASD"), as well as any
limitations on such payments described in the Prospectus.
2. We will provide one or more of the following services to Customers:
(a) distribution services primarily intended to result in the sale of
Shares, including, but not limited to: (i) assistance in the
distribution of the Shares, including participating in meetings with
Customers at which the Funds are described and offered as an
investment option; (ii) providing personnel, including registered
representatives, to assist in such presentations and perform other
services for Customers; (iii) assistance to Customers in the
processing of initial purchase and redemption requests; and (iv)
rendering ongoing advice concerning the suitability of particular
investment opportunities offered by the Fund in light of the
Customer's needs; and
(b) other marketing and shareholder services for Customers that are
consistent with and contemplated by the Plans.
We represent and warrant that to the extent that we effect
transactions on behalf of Customers, we will have the full right,
power and authority to effect transactions (including, without
limitation, placing any purchases and redemptions) in Shares on behalf
of all Customer accounts provided by us to you or to any transfer
agent of the Fund, as such term is defined in the Prospectus (the
"Transfer Agent"). To the extent we effect transactions on behalf of
Customers, we shall be responsible for opening, approving and
monitoring Customer accounts, all in accordance with applicable law,
including the rules of the SEC and NASD.
Orders for Shares received from us will be made only at the price and
other terms applicable to each order as described in the then current
Prospectus for the Portfolios.
We will act as an agent for, upon the order of, and for the account
of, Customers. .
3. For the services rendered and expenses borne in connection with the
provision of the foregoing services you agree to pay us an annual fee,
the exact amount of which will be as agreed between us from time to
time, of up to 0.25% (for Class S shares or Class Y-1 shares)
(together, the "Classes") of the Portfolio's average daily net assets
attributable to the Shares of our Customers. We acknowledge that any
compensation paid to us is subject to and paid in accordance with the
terms of the Plans. We acknowledge that for the services provided
under this Agreement for Class Y-2 and Class Y-3 Shares of a
Portfolio, we will not receive compensation under the Plans.
4. To the extent that we effect transactions on behalf of Customers, we
understand that the Shares of each Portfolio will be offered and sold
at the net asset value (the "NAV") of the Portfolio next computed
after the time the purchase or redemption order for such Shares is
received by us. A Portfolio's NAV is computed at the close of regular
trading on the New York Stock Exchange (the "Close of Trading").
Customer orders received by us prior to the Close of Trading will be
transmitted to you by 4:00 PM EST and will be processed at the NAV
computed on the date the order was received by us. Customer orders
received by us after the Close of Trading will be treated as if
received on the next following business day and will be processed at
the NAV computed on such next following business day. The minimum
dollar purchase of Shares for any class shall be the applicable
minimum amount described in the then current applicable Prospectus and
no order for less than such amount will be accepted hereunder. All
purchase requests and applications submitted by us are subject to
acceptance or rejection in your sole discretion, and, if accepted,
each purchase will be deemed to have been consummated at your office.
The procedures for handling orders shall be subject to the
instructions that you shall forward to us from time to time. We agree
that we will follow all requirements, rules and regulations in
connection with our handling of orders for transactions in the Shares,
including, without limitation, Rule 22c-1(a) under the 1940 Act, and
as required by NASD Rules 2110 and 2310. We agree that we will place
orders immediately upon their receipt and will not withhold any order
so as to profit therefrom. We further agree that we will comply with
the terms of the then current Prospectus and Statement of Additional
Information (the "SAI") of the Classes as applicable to us, with
respect to the purchase and redemption of Shares, including any market
timing and late trading policies applicable to the Classes. The Fund
reserves the right, at its discretion and without notice, to suspend
the sale of Shares or withdraw entirely the sale of Shares of any or
all Portfolios of the Fund.
5. We will execute any instructions from the Fund or you to restrict or
prohibit further purchases or exchanges of Shares by a Customer who
has been identified by you or the Fund as having engaged in
transactions of Shares, directly or indirectly, that violate policies
established by the Fund for the purpose of eliminating or reducing any
short-term trading, as described in the then current Prospectus or
SAI.
6. Neither we nor any of our officers, employees or agents are authorized
to make any representations concerning the Fund or the Shares except
those contained in the Fund's then current Prospectus or SAI, copies
of which will be supplied by you, or in such sales literature or
advertising as may be authorized by you in writing.
7. We will maintain all records required by law to be kept by us relating
to transactions in Shares and, upon request by the Fund, promptly make
available such records and other records to the Fund, its designee or
you as the Fund or you may reasonably request.
8. Exchanges (i.e., the investment of the proceeds from the liquidation
of Shares of one Portfolio in the Shares of another Portfolio, or
shares of another registered open-end investment company specified in
the Prospectus) shall, where available, be made in accordance with the
terms of each Portfolio's Prospectus.
9. To the extent that we effect transactions for Customers, the
procedures relating to purchase, redemption or exchange orders and the
handling thereof will be subject to the terms of the Prospectus of the
Portfolio involved and instructions received by us from you or the
Transfer Agent from time to time. We will not present any conditional
purchase orders, and we understand that no conditional orders will be
accepted by the Fund or its agents. We agree that purchase orders
placed by us will be made only for the purpose of covering purchase
orders already received from our customers. Further, we shall not
withhold the placement of such orders so as to profit ourselves;
provided, however, that the foregoing shall not prevent the purchase
of Shares by us for our own bona fide investment.
10. Payment for purchases of Shares made by wire order from Customers
shall be made directly to the Fund's custodian, as identified in the
Prospectus, as agent for the Transfer Agent, in an amount equal to the
NAV(s) of the Portfolio(s) being purchased without deduction for any
compensation to be paid to us. If such payment is not received at the
customary or required time for settlement of the transaction, we
understand that you reserve the right, without notice, forthwith, to
cancel the sale, in which case we may be held responsible for any
loss, including loss of profit, suffered by the Portfolio(s) or you
resulting from our failure to make the aforesaid payment.
11. We acknowledge that you are required under the Plans to provide to the
Board of Trustees of the Fund (the "Board"), and the Board will
review, at least quarterly, a written report of the amounts expended
pursuant to the Plans and the purposes for which such expenditures
were made. We agree to furnish you and the Fund with such information
as may reasonably be requested (including, without limitation,
periodic certifications confirming the provision to Customers of the
services described herein, to the extent applicable), and will
otherwise cooperate with you in connection with preparation of reports
to the Board concerning this Agreement and the monies paid or payable
by you pursuant hereto, as well as any other reports or filings that
may be required by law.
12. We represent, warrant and agree that: (i) the compensation payable to
us hereunder, together with any other compensation payable to us by
Customers in connection with the investment of their assets in Shares,
will be disclosed by us to Customers and will be authorized by
Customers.
If we are providing distribution services as described in Section 2(a)
hereof, we certify: that we are a member of the NASD and agree to
maintain membership in the NASD. We agree to abide by all the
applicable rules and regulations of the SEC and the NASD, including,
without limitation, Rule 2830 of the NASD Conduct Rules, all of which
are incorporated herein as if set forth in full. We further agree to
comply with all applicable state and Federal laws and the rules and
regulations of applicable regulatory agencies. We agree that we will
not sell or offer for sale Shares in any state or jurisdiction where
the Shares have not been qualified for sale. You will make available
to us a current list of the jurisdictions in which the Shares are
qualified for sale, but you shall have no obligation or responsibility
to make Shares available for sale to Customers in any jurisdiction. We
agree to notify you immediately in the event of our expulsion or
suspension from the NASD.
13. We will offer and sell the Shares only in accordance with the terms
and conditions of the current Prospectus and SAI and we will make no
representations not included in said Prospectus or SAI or in any
authorized supplemental material supplied by you. To the extent that
we effect transactions for Customers, in connection with the offers to
sell and sales of Shares, we agree to deliver, or cause to be
delivered, to each person to whom such offer and sale is made, at or
prior to the time of completion of such sale, a copy of the
Prospectus, and, upon request, SAI of the Portfolio involved. You are
solely responsible for the accuracy of any such written disclosures.
You will furnish us without charge reasonable quantities of
Prospectuses and SAIs, with any supplements currently in effect, and
copies of current shareholder reports of the Fund, and sales materials
issued from time to time. Unless otherwise mutually agreed in writing,
you shall deliver, or cause to be delivered, to each of the Customers
who purchase Shares through us copies of all annual and interim
reports, and any other information and materials relating to the Fund
and prepared by or on behalf of you, the Fund or its investment
adviser, custodian, Transfer Agent or dividend disbursing agent for
distribution to such Customers. We may not publish any advertisement
or distribute sales literature or other written material to the public
that makes reference to you or the Fund (except material which you
have furnished to us) without your prior written approval. We agree to
be responsible for the proper instruction and training of all sales
personnel employed or registered as a broker or sales representative
with us, in order that the Shares will be offered in accordance with
the terms and conditions of this Agreement, and all applicable laws,
rules and regulations. We further agree to obtain from each Customer
to whom we sell Shares any taxpayer identification number
certification required by Section 3406 of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations promulgated
thereunder, and to provide you or your designee with timely written
notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required
backup withholding in accordance with Section 3406 of the Code and the
regulations thereunder. We will promptly provide, upon the Fund's or
your request, the taxpayer identification numbers of all Customers
that purchase, redeem, transfer, or exchange Shares held through an
account with us, and the amounts and dates of such Customer purchases,
redemptions, transfers, and exchanges.
14. We hereby represent and warrant that: (a) we are a corporation,
partnership, national association or other entity duly organized and
validly existing in good standing under the laws of the jurisdiction
in which we are organized; (b) the execution and delivery of this
Agreement and the performance of the transactions contemplated hereby
have been duly authorized by all necessary action and all other
authorizations and approvals (if any) required for our lawful
execution and delivery of this Agreement and our performance hereunder
have been obtained; and (c) upon execution and delivery by us, and
assuming due and valid execution and delivery by you, this Agreement
will constitute a valid and binding agreement, enforceable against us
in accordance with its terms.
15. You agree to indemnify us and hold us and our affiliates (including
all officers, trustees, directors, employees and agents of us and our
affiliates) (an "Indemnified Party") harmless from and against any and
all claims, losses, demands, liabilities or expenses (including
reasonable attorney's fees) of any sort or kind which may be asserted
against an Indemnified Party for which an Indemnified Party may be
held liable in connection with this Agreement (a "Claim"), unless such
Claim resulted from a negligent act or omission to act or bad faith or
willful misfeasance, or reckless disregard by us in the performance of
our duties hereunder. All expenses that you incur in connection with
your activities under this Agreement shall be borne by you.
Notwithstanding anything in this Agreement to the contrary, in no
event shall either party, their affiliates or any of their directors,
officers, employees agents or subcontractors be liable to the other
party under any theory of tort, contract, strict liability or other
legal or equitable theory for lost profits, exemplary, punitive,
special, incidental, indirect or consequential damages, each of which
is hereby excluded by agreement of the parties regardless of whether
such damages were foreseeable or whether either party or any entity
has been advised of the possibility of such damages.
16. We agree to indemnify you and hold you, your affiliates and the Fund
(including all officers, trustees, directors, employees and agents
thereof) (an "Indemnified Party") harmless from and against any and
all claims, losses, demands, liabilities or expenses (including
reasonable attorney's fees) of any sort or kind which may be asserted
against an Indemnified Party for which an Indemnified Party may be
held liable in connection with this Agreement (a "Claim"), unless such
Claim resulted from a negligent act or omission to act or bad faith or
willful misfeasance, or reckless disregard by you in the performance
of your duties hereunder. All expenses that we incur in connection
with our activities under this Agreement shall be borne by us.
17. Your obligations to us under this Agreement are subject to all
applicable provisions of any Underwriting Agreement entered into
between you and the Fund. We understand and agree that in performing
our services covered by this Agreement we are acting as agent for the
Customers, and you are in no way responsible for the manner of our
performance or for any of our acts or omissions in connection
therewith.
18. We may terminate this Agreement by notice in writing to you, which
termination shall become effective sixty (60) days after the date of
mailing such notice to you. We agree that you have and reserve the
right, in your sole discretion, to modify, amend or cancel this
Agreement upon written notice to us of such modification, amendment or
cancellation, which shall be effective on the date stated in such
notice. This Agreement may be terminated with respect to a Portfolio
or a Class of Shares thereof at any time, without payment of any
penalty, by vote of a majority of the Trustees who are not "interested
persons" of the Trust (as defined in the 1940 Act), on not more than
60 days' written notice. This Agreement shall terminate automatically
in the event of its assignment (as such term is defined in the 1940
Act) by either party. Without limiting the foregoing, any provision
hereof to the contrary notwithstanding, if we are providing
distribution services as described in Section 2(a) hereof, our
expulsion from the NASD will automatically terminate this Agreement
without notice and our suspension from the NASD or our violation of
applicable state or Federal laws or rules and regulations of an
authorized regulatory agency will terminate this Agreement effective
upon the date of your mailing notice to us of such termination.
Without limiting the foregoing, either party may terminate this
Agreement for cause on violation by the other party of any of the
provisions of this Agreement, said termination to become effective on
the date of mailing notice to the other party of such termination.
Waiver of any breach of any provision of this Agreement will not be
construed as a waiver of the provision or of a party's right to
enforce said provision thereafter. A party's failure to terminate for
any cause shall not constitute a waiver of that party's right to
terminate at a later date for any such cause. All notices hereunder
shall be to the respective parties at the addresses listed hereon,
unless changed by notice given in accordance with this Agreement.
19. Notwithstanding anything in this Agreement to the contrary, we agree
that any Nonpublic Personal Information, as defined under Section
248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (the "Act"), disclosed hereunder is for the
specific purpose of permitting us to perform the services set forth in
this Agreement. We agree that, with respect to such information, we
will comply with Regulation S-P and the Act and that we will not
disclose any Nonpublic Personal Information received in connection
with this Agreement, to any other party, except to the extent as
necessary to carry out the services set forth in this Agreement or as
otherwise permitted by Regulation S-P or the Act.
20. At all times during which both parties to this Agreement sell and/or
service Shares of the Fund, each party will remain in compliance with
all regulations to which it is subject issued under the USA PATRIOT
Act, and NASD Rules and/or NYSE Rules (as applicable) relating
thereto, including without limitation, rules requiring such party to
implement an Anti-Money Laundering Program and a Customer
Identification Program ("CIP"). We will, upon your reasonable request,
not more than once each year, certify to you that we remain in
compliance with such rules; specifically, that we (i) provide notice
of our CIP to all new Customers; (ii) obtain required identifying data
elements for each Customer; (iii) reasonably verify the identity of
each new Customer (using the data elements); (iv) take appropriate
action with respect to persons the identities of whom you cannot
verify; and (v) retain all records for required time periods, each at
least to an extent required by relevant USA PATRIOT Act regulation and
NASD Rules and/or NYSE Rules, as applicable.
21. This Agreement shall become effective as of the date when it is
executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and
construed under the laws of the Commonwealth of Pennsylvania, without
reference to conflict of law provisions.
23. The representations and warranties of the parties and all obligations
and responsibilities of the parties under this Agreement, as to
periods through the date this Agreement is terminated, will survive
the termination of this Agreement. Without limiting the foregoing, the
provisions of Sections 18 and 21 will continue to apply after
termination of this Agreement.
24. This Agreement is not, and shall not be deemed, an exclusive
arrangement between the parties and shall not prohibit, restrict,
condition, or otherwise prevent either party from entering into the
same or similar arrangements with other parties.
Accepted and Agreed to:
Name of Firm: MMC SECURITIES CORP.
Address: 1166 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇
Printed Name of Authorized Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title Chief Executive Officer
Authorized Officer Signature /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: 11/21/05
SEC Broker Dealer Res. # 8-52349
NASD Firm CRD # 103846
Tax ID # ▇▇-▇▇▇▇▇▇▇
Accepted:
MGI Funds Distributors, Inc.
By: /s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Date: 23rd day of November, 2005
SCHEDULE A
(All classes of shares)
as amended May 25, 2006
MGI US Large Cap Growth Equity Fund
MGI US Large Cap Value Equity Fund
MGI US Small/Mid Cap Growth Equity Fund
MGI US Small/Mid Cap Value Equity Fund
MGI Non-US Core Equity Fund
MGI High Yield Fixed Income Fund
MGI Core Opportunistic Fixed Income Fund
MGI US Short Maturity Fixed Income Fund
>
MGI Funds Distributors, Inc.
Know Your Customer Questionnaire for Intermediaries
In response to the requirements of The USA PATRIOT Act, MGI Funds Distributors,
Inc. is required to "Know Our Customers." We request your cooperation with
compliance and ask you to complete in total the information below and return to
MGI Funds Distributors with the executed agreement.
Thank you,
MGI Funds Distributors, Inc.
MMC SECURITIES CORP.
Name of Institution
▇▇-▇▇▇▇▇▇▇
Taxpayer Identification Number
Type of Business
New York
State in Which Corporation is Domiciled
April 1, 2003
Date of Incorporation
National Association of Securities Dealers
Regulatory Body with Oversight Authority
______________________________________________
Other Information (or attachments noted)
MGI FUNDS DEALER PROFILE SHEET
----- --------------------------------------------------------------------------
1 Has signed dealer agreement been sent to distributor? Yes X or No
Date sent:
----- --------------------------------------------------------------------------
2 Dealer name: MMC Securities
Corporation
----- --------------------------------------------------------------------------
3 Dealer address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----- --------------------------------------------------------------------------
4 Dealer contact: ▇▇▇▇▇▇
▇▇▇▇▇
----- --------------------------------------------------------------------------
5 Dealer phone number & fax number:
▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
----- --------------------------------------------------------------------------
QUESTIONS PRECEDED BY ** RELATE TO FUND\SERV
IF NOT A FUND\SERV PARTICIPANT, PLEASE SKIP TO QUESTION #10
--------------------------------------------------------------------------------
**6 Is the dealer using Fund\Serv? Yes or No ___
If yes, what is their NSCC Number?
What is their alpha indicator?
----- --------------------------------------------------------------------------
**7 Is the dealer using networking? Yes or No __X__
If yes, when would they like to receive position files? Choices are:
1st & 3rd Friday 2nd & 4th Friday 1st & 3rd Thursday 2nd & 4th Thursday
Please note: Any additional position files are on an as requested basis.
----- --------------------------------------------------------------------------
**8 If using networking, indicate network level: ___No___
----- --------------------------------------------------------------------------
**9 If another dealer is clearing for them, what is the other dealers name:
Address:
NSCC number:
Alpha indicator:
Network level:
Contact name:
Contact phone:
----- --------------------------------------------------------------------------
10 What is the address of the main office for mailing purposes of commission
checks? (MAIN OFFICE ONLY)
Attention Lockbox 27902. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
----- --------------------------------------------------------------------------
11 Will statements go to main office or branch? Main Office Branch
----- --------------------------------------------------------------------------
PLEASE ATTACH A COMPLETE BRANCH AND REP LISTING
--------------------------------------------------------------------------------
12 Omnibus account? Yes or No _X____
If yes, how will you notify the transfer agent of the proper Blue Sky
state information for the sub-accounts? (I.E. a monthly report will be
sent or trades will be placed with state information provided)
----- --------------------------------------------------------------------------
Completed fact sheet to be forwarded to:
MGI Funds Distributors, Inc.
c/o ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Mail Stop: ________
King of Prussia, PA 19406
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------