EXHIBIT 6(b)
SELECTED DEALER AGREEMENT
Dear Sirs:
As the principal underwriter of shares in regulated investment companies
managed by Composite Research and Management co. which are distributed by us at
their respective net asset values plus any sales charges pursuant to each Fund's
prospectus, we invite you to participate as principal in the distribution of
shares of any and all of the Funds upon the following terms and conditions:
1. You are to offer and sell such shares only at the public offering
prices which shall be currently in effect, in accordance with the
terms of the then current prospectus of the Funds. You agree to act
only as principal in such transactions and shall not have authority to
act as agent for the Funds, for us, or for any other dealer in any
respect. All orders are subject to acceptance by us and become
effective upon confirmation by us.
2. On each purchase of shares by you from us, the total sales charges and
discount to selected dealers shall be as stated in each Fund's then
current prospectus.
Such sales charges and discount to selected dealers are subject to
reductions under a variety of circumstances as described in each Fund's then
current prospectus. To obtain these reductions, we must be notified when the
sale, which qualifies for the reduced charge, takes place.
There is no sales charge applied on the reinvestment of dividends.
3. As a selected dealer, you are hereby authorized to place orders
directly with the Funds for their shares to be resold by us to you
subject to the applicable terms and conditions governing the placement
of orders by us set forth in the Distribution Contract between each
Fund and us and subject to the applicable compensation provisions set
forth in each Fund's then current prospectus. You may tender shares
directly to the Funds or their transfer agent, Xxxxxxx Xxxxx
Securities Services, Inc., for redemption.
4. Redemption and repurchases of shares will be made at the net asset
value of such shares in accordance with the then current prospectus of
the Funds.
5. You represent that you are a member in good standing of the National
Association of Securities Dealers, Inc., subject to the Rules of Fair
Practice of such Association.
6. This Agreement is in all respects subject to Rule 26 of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc.
which shall control any provisions to the contrary in this Agreement.
7. You agree:
(a) To purchase shares from us only for the purpose of covering
purchase orders already received or for your own bond fide
investment.
(b) That you will not purchase any shares from your customers at
prices lower than the redemption or repurchase prices then quoted
by the Funds. You shall, however, be permitted to sell shares for
the account of their record owners to the Funds at the repurchase
prices currently established for such shares and may charge the
owner a fair commission for handling the transaction.
(c) That you will not withhold placing customers' orders for shares
solely for the purpose of increasing your profit as a result of
such withholding.
(d) That if any shares confirmed to you hereunder are redeemed or
repurchased by any of the Funds within seven business days after
such confirmation of your original order, you shall forthwith
refund to us the full discount reallowed to you on such sales. We
shall forthwith pay to the appropriate Fund our share of the
"charge" on the original sale, and shall also pay to such Fund
the refund from you as herein provided. We shall notify you of
such redemption or repurchase within ten days from the date of
delivery of the certificate or certificates to us or such Fund.
Termination or cancellation of this Agreement shall not relieve
you or us from the requirements of this subparagraph.
8. We shall not accept from you any conditional orders for shares.
Delivery of certificates for shares purchased shall be made by the
Funds only against receipt of the purchase price, subject to deduction
for the discount reallowed to you and our portion of the sales charge
on such sale. If payment for the shares purchased is not received
within the time customary for such payments, the sale may be cancelled
without any responsibility or liability on our part or on the part of
the Funds (in which case you will be responsible for any loss,
including loss of profit, suffered by the Funds resulting from your
failure to make payment as aforesaid), or, at our option, we may sell
the shares ordered back to the Funds (in which case we may hold you
responsible for any loss, including loss of profit suffered by us
resulting from your failure to make payment as aforesaid).
9. You will not offer or sell any of the shares except under
circumstances that will result in compliance with the applicable
Federal and State securities laws and in connection with sales and
offers to sell shares you will furnish to each person to whom any such
sale or offer is made a copy of the applicable then current
prospectus. We shall be under no liability to you except for
obligations expressly assumed by us herein. Nothing herein contained
however, shall be deemed to be a condition, stipulation or provision
binding any persons acquiring any security to waive compliance with
any provision of the Securities Act of 1933, or of the Rules and
Regulations of the Securities and Exchange Commission, or to relieve
the parties hereto from any liability arising under the Securities Act
of 1933.
10. No person is authorized to make any representations concerning shares
of the Funds except those contained in the current prospectus and
printed information issued by each Fund or by us as information
supplemental to each prospectus. We shall supply prospectuses,
reasonable quantities of supplemental sales literature, and additional
information as issued. You agree not to use other advertising or sales
material relating to the Funds unless approved in writing by us in
advance of such use. Any printed information furnished by us other
than the then current prospectus for each Fund, periodic reports and
proxy solicitation materials are our sole responsibility and not the
responsibility of the Funds, and you agree that the Funds shall have
no liability or responsibility to you in these respects unless
expressly assumed in connection therewith.
11. Either party to this Agreement may cancel this Agreement by giving
written notice to the other. Such notice shall be deemed to have been
given on the date on which it was either delivered personally to the
other party or any officer or member thereof, or was mailed postpaid
or delivered to a telegraph office for transmission to the other party
at his or its address as shown below. This Agreement may be amended by
us at any time and your placing of an order after the effective date
of any such amendment shall constitute your acceptance thereof.
12. This Agreement shall be construed in accordance with the laws of the
State of Washington and shall be binding upon both parties hereto when
signed by us and accepted by you in the space provided below.
Very truly yours,
XXXXXXX XXXXX, INC.
By--------------------------------
(Authorized Signature)
Firm Name---------------------------------------------------------
Address-----------------------------------------------------------
City-------------------------------State------------Zip Code------
ACCEPTED BY (signature)-------------------------------------------
Name (print)------------------------------------------------------
Date--------------------------------19---
Please return two signed copies of this Agreement (one of which will be signed
by us and thereafter returned to you).
Xxxxxxx Xxxxx, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
