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EX-99.B6-selling
SELLING GROUP AGREEMENT XXXXXXX NATIONAL FINANCIAL SERVICES, INC.
0000 Xxxxxxxxx Xxxxx, P. O. Xxx 00000 Xxxxxxx, Xxxxxxxx 00000
Date__________________________
Dear Sirs:
As principal underwriter and distributor, we invite you to join a Selling
Group for the distribution of shares of the Xxxxxxx National Capital Management
Funds (herein called "Funds"), but only in those states in which the shares of
the Funds may legally be offered for sale. As exclusive agent of the Funds, we
offer to sell to you shares of the Funds on the following terms:
1. In all sales of these shares to the public you shall act as dealer for
your own account, and in no transaction shall you have any authority to act as
agent for the issuer, for us, or for any other member of the Selling Group.
2. Orders received from you will be accepted by us only at the public
offering price applicable to each order, as established by the Prospectus of
the Funds, subject to the discount, commission or other concession, if any, as
provided in such Prospectus. Upon receipt from you of any order to purchase
shares of a Fund, we shall confirm to you in writing or by wire to be followed
by a confirmation in writing. Additional instructions may be forwarded to you
from time to time. All orders are subject to acceptance or rejection by us in
our sole discretion.
3. You may offer and sell shares to your customers only at the public
offering price determined in the manner described in the Prospectus. The
public offering price is the net asset value per share as provided in the
Prospectus plus, with respect to certain Funds, a sales charge from which you
shall receive a discount equal to a percentage of the applicable offering price
as provided in the Prospectus. You shall receive concession or sales
commission, with respect to the sale of shares of certain Funds, equal to a
percentage of the amount invested as provided in the Prospectus. You may also
receive a concession with respect to the sale of shares of certain Funds at net
asset value to certain employee benefit plans subject to the terms and
conditions specified in the Prospectus. The discounts or other concessions to
which you may be entitled in connection with sales to your customers pursuant
to any special features of a Fund (such as cumulative discounts, letters of
intent, etc., the terms of which shall be as described in the Prospectus and
related forms) shall be in accordance with the terms of such features. You may
receive an administrative service fee for the services described in section 15
below with respect to certain Funds for which such fees are available, as
provided in the Prospectus, which administrative service fee shall be payable
in such amounts and for such periods and at such intervals as are specified by
us in schedule A to this Agreement as maybe amended from time to time.
4. By accepting this Agreement, you agree:
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(a) To purchase shares only from us or from your customers.
(b) That you will purchase shares from us only to cover purchase orders
already received from your customers, or for your own bona fide
investment.
(c) That you will not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholding.
5. We will not accept from you any conditional orders for shares.
6. If any shares confirmed to you under the terms of this Agreement are
repurchased by the issuing Fund or by us as agent for the Fund, or are tendered
for repurchase, within seven business days after the date of our confirmation
of the original purchase order, you shall forthwith refund to us the full
discount, commission, finder's fee or other concession, if any, allowed or paid
to you on such shares.
7. Payment in good funds for shares ordered from us must be received by
the appropriate Funds' transfer agent within seven days after our acceptance of
your order. If such payment is not received, we reserve the right, without
notice, forthwith to cancel the sale or, at our option, to sell the shares
ordered back to the Fund, in which case we may hold you responsible for any
loss, including loss of profit suffered by us as a result of your failure to
make such payment.
8. All sales will be made subject to our receipt of shares from the
Funds. We reserve the right, in our discretion, without notice, to suspend
sales or withdraw the offering of shares entirely. We reserve the right to
modify, cancel or change the terms of this Agreement, upon 15 days prior
written notice to you. Also, the sales charges, discounts, commissions,
administrative service fees or other concessions of any kind provided for
hereunder are subject to change at any time by the Funds and us.
9. All communications to us should be sent to the address in the heading
above. Any notice to you shall be duly given if mailed, telegraphed, or faxed
to you at the address specified by you below.
10. As a result of the necessity to compute the amount of any contingent
deferred sales charge due with respect to the redemption of shares, you may not
hold shares of a Fund, imposing such a charge in an account registered in your
name or in the name of your nominee for the benefit of certain of your
customers except with our prior written consent. Except as otherwise permitted
by us, shares of such a Fund owned by a shareholder must be in a separate
identifiable account for such shareholder.
11. This Agreement shall be in substitution of any prior selling group
agreement.
12. You agree to release, indemnify and hold harmless the Funds, us and
our respective representatives and agents from any and all direct or indirect
liabilities or losses resulting from request, directions, actions or inactions
of or by you, your officers, employees or
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agents regarding the purchase, redemption or transfer of registration of shares
of the Funds for accounts of you, your customers and other shareholders or from
any unauthorized or improper use of any on-line computer facilities. You shall
prepare such periodic reports of us as shall reasonably be requested by us.
You shall immediately inform Funds or us of all written complaints received by
you from Fund shareholders relating to the maintenance of their accounts and
shall promptly answer all such complaints and other similar correspondence.
You shall provide the Funds and us on a timely basis with such information as
may be required to complete various regulatory forms.
13. No person is authorized to make any representations concerning shares
of any Fund except those contained in the Prospectus of such Fund and in
printed information subsequently issued by the Fund or by us as information
supplemental to such Prospectus. If you wish to use your own advertising with
respect to a Fund, all such advertising must be approved by us or by the Fund
prior to use. You shall be responsible for any required filing of such
advertising.
14. Your acceptance of this agreement constitutes a representation (I)
that you are a registered security dealer and a member in good standing of the
National Association of Securities Dealers, Inc., and that you agree to comply
with all state and federal laws, rules and regulations applicable to
transactions hereunder and to the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., including specifically Section 26,
Article III thereof, or (ii) if you are offering and selling shares of the
Funds only in jurisdictions outside of the several states, territories and
possessions of the United States and are not otherwise required to be a member
of the National Association of Securities Dealers, Inc., that you nevertheless
agree to conduct your business in accordance with the spirit of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc., and to
observe the laws and regulations of the applicable jurisdiction. You likewise
agree that you will not offer or sell shares of any Fund in any state or other
jurisdiction in which they may not lawfully be offered for sale.
15. You shall make available an investment management account for your
customers through the Funds and shall provide such office space and equipment,
telephone facilities, personnel and literature distribution as is necessary or
appropriate for providing information and services to your customers. Such
services and assistance may include, but not be limited to, establishment and
maintenance of shareholder accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding the Funds, and
such other services as may be agreed upon from time to time and as may be
permitted by applicable statute, rule, or regulation. You agree to release,
indemnify and hold harmless the Funds, us and our respective representatives
and agents from any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by you, your officers,
employees or agents regarding the purchase, redemption or transfer of
registration of shares of the Funds for accounts of you, your customers and
other shareholders or from any unauthorized or improper use of any on-line
computer facilities. You shall prepare such periodic reports for us as shall
reasonably be requested by us. You shall immediately inform the Funds or us of
all written complaints received by you from Fund shareholders relating to the
maintenance of their accounts and shall promptly answer all such complaints and
other similar correspondence. You shall
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provide the Funds and us on a timely basis with such information as may be
required to complete various regulatory forms.
16. This Agreement shall be construed in accordance with the laws of
Michigan. This Agreement is subject to the Prospectus of the Funds from time
to time in effect, and, in the event of a conflict, the terms of the Prospectus
shall control. References herein to the "Prospectus" of the Funds shall mean
the prospectus and statement of additional information of such Fund as from
time to time in effect. Any changes, modifications or additions reflected in
any such Prospectus shall be effective on the date of such Prospectus (or
supplement thereto) unless specified otherwise.
XXXXXXX NATIONAL FINANCIAL
SERVICES, INC.
By:_____________________________________
Authorized Signature
Title:__________________________________
We have read the foregoing agreement and accept and agree to the terms and
conditions thereof.
Firm:___________________________________________________________________
By:_____________________________________________________________________
Title:__________________________________________________________________
Address:________________________________________________________________
________________________________________________________________
Telephone:______________________________________________________________
Tax ID #:_______________________________________________________________
Contact Person:_________________________________________________________
Witness:________________________________________________________________
The above agreement should be executed and one copy returned to the dealer.
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XXXXXXX NATIONAL FINANCIAL SERVICES, INC.
SCHEDULE A TO
SELLING GROUP AGREEMENT
FUND FEE RATE
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XXXXXXX NATIONAL MONEY MARKET FUND 0.00%
XXXXXXX NATIONAL TAX-EXEMPT FUND 0.25%
XXXXXXX NATIONAL INCOME FUND 0.25%
XXXXXXX NATIONAL GROWTH FUND 0.25%
XXXXXXX NATIONAL TOTAL RETURN FUND 0.25%
FREQUENCY OF PAYMENTS: SEMIANNUALLY (June 30 and December 31)
MINIMUM PAYMENT: $50 (WITH RESPECT TO ALL FUNDS IN THE AGGREGATE.)
The fee paid with respect to each Fund will be calculated at the end of each
payment period for each business day of the Fund during such payment period at
the annual rate set forth above as applied to the average net asset value of
the shares of such Fund purchased or acquired through exchange. Fees
calculated in this manner shall be paid to you only if your firm is the dealer
of record at the close of business on the last business day of the applicable
payment period, for the account in which such shares are held.
