EXHIBIT 99.6(b)
Date:
SELECTED DEALER AGREEMENT
FOR
CRABBE HUSON FUNDS
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Name of Firm
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Address of Principal Office
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City State Zip Code
Gentlemen:
We have entered into a distribution agreement with The Crabbe Huson
Funds acting as the exclusive distributor to the Fund for the purpose of
distributing its shares to investors, either directly or indirectly through
other broker-dealers. We invite you to become a member of the Selling Group and
to participate in the distribution of the shares of the Fund on the following
terms and conditions:
1. Orders for shares received from you will be accepted by us on
behalf of the Fund only at the public offering price applicable to each other,
as established by the then effective Prospectus of the Fund. The procedure
relating to the handling of orders shall be subject to instructions which we
shall forward, from time to time, to all members of the Selling Group. Initial
purchase orders shall not be accepted from any investor by you in amounts of
less than $2,000, and subsequent purchase orders shall not be accepted in
amounts of less than $500. All orders are subject to acceptance by us, and we
reserve the right, in our sole discretion, to reject any order.
2. The Fund does not offer a sales commission.
1 - SELECTED DEALER AGREEMENT
3. As a member of the Selling Group, you agree to purchase shares
only from the Fund or from your customers. You agree that all purchases of
shares from the Fund shall be made only to cover orders received by you from
your customers or for your own bona fide investment. If you purchase shares
from your customers, you agree to pay such customers not less than the
redemption price in effect on the date of such purchase, as defined in the then
current Prospectus of the Fund.
4. Only unconditional orders for shares will be accepted.
5. All settlement checks should be made payable to the Fund and
should be drawn on a United States bank. Settlements shall be made promptly,
but in no case later than _____ business days after our acceptance of the order.
If payment for shares is not received by State Street Bank and Trust Company on
a timely basis, we reserve the right, without notice, to forthwith cancel the
sale.
6. We reserve the right, at our discretion, without notice to you,
to suspend sales or withdraw the offering of shares of any of the Fund entirely,
to change the offering price as provided in the Prospectus, or to cancel this
Agreement. Except as specified in the previous sentence, any amendment to this
Agreement will be effective only if in writing and signed by both parties
hereto.
7. No person is authorized to make any representations concerning
the Fund or its shares except those contained in the effective Prospectus and
any such information as may be released by the Fund as information supplemental
to the Prospectus. In purchasing shares, you shall rely solely upon the
representations contained in the Prospectus and supplemental information
mentioned above.
8. Additional copies of any Prospectus and any printed information
issued as supplemental to any Prospectus will be supplied by us to members of
the Selling Group in reasonable quantities upon request.
9. In no transaction shall you have any authority whatever to act as
agent of the Fund or of us or of any member of the Selling Group.
10. This Agreement may be terminated upon written notice by either
party at any time, and shall automatically terminate upon its attempted
assignment by you, by operation of law or otherwise, or by us otherwise than by
operation of law.
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11. Your acceptance of this Agreement constitutes a representation
(i) that you are a Securities and Exchange Commission registered securities
broker-dealer and a member in good standing of the National Association of
Securities Dealer, Inc.; you agree to comply with the Rules of Fair Practice of
the National Association of Securities Dealer, Inc., including specifically
Section 2 and 26 of Article III thereof; or you are a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934 and not otherwise required to
register as a broker-dealer pursuant to Rule 3b-9 thereunder; (ii) that you will
maintain adequate records with respect to your customers; and (iii) that such
transactions are without recourse against you by your customers. You likewise
agree that you will not make available shares of the Fund in any state or other
jurisdiction in which we inform you such shares may not lawfully be offered for
sale.
12. This Agreement shall become effective upon receipt by us of a
signed copy. All amendments to this Agreement shall take effect on the date set
forth in the Notice of Amendment sent to you by us. All communications to us
should be sent to the aforementioned address. Any notice to you shall be duly
given if mailed or telegraphed to you at your address specified above. This
Agreement shall be construed in accordance wit the laws of Oregon.
13. We agree to pay to you, in compensation for your expenses in
marketing and distributing shares of the Fund, distribution expenses in
accordance with the Distribution Plan that has been adopted by the Fund, a copy
of which is attached hereto as Exhibit 1. As long as this Distribution Plan is
in effect and distribution expenses are being paid to us by the participating
Fund, we will pay to you _____ of .25% of the asset value, each calculated on
the total amount invested in shares of the Fund as to which any individual
working for you is broker of record.
All such distribution expense payments are subject to termination or alteration
in accordance with the terms of the Distribution Plan, the terms of its approval
by the participating Fund, and any requirement now existing or hereafter adopted
by the United States Securities Exchange Commission.
CRABBE HUSON SECURITIES, INC.
Date: By:
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Xxxxxxx X. Xxxxx, President
The undersigned accepts your invitation to become a member of the Selling Group
and agrees to abide by the terms and conditions of the foregoing Agreement. The
undersigned acknowledges receipt of the Prospectus of the Fund for use in
connection with this offering.
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Firm Name
Date: By:
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Authorized Signature
The above Agreement should be executed in triplicate and signed copies should be
returned to Crabbe Huson Securities.
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