date
Selected Dealer Agreement
company
address
city/state
zip
RE: Xxxx Funds, Inc.
Ladies and Gentlemen:
As the principal underwriter of shares in
registered investment companies managed by Xxxx
Investment Advisors, Inc., we invite you to participate
as principal in the distribution of one or more series
and classes of the shares of Xxxx Funds, Inc., a
Minnesota corporation ("Fund" or "Funds"), upon the
following terms and conditions:
1. You will offer and sell shares only at the
public offering prices that are currently in effect, in
accordance with the terms of the then current
prospectus of the Fund. You agree to act only as
principal in such transactions and have no 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 only upon
confirmation by us.
2. Upon 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 waiver or reduction
under a variety of circumstances as described in each
Fund's then current prospectus. To obtain a waiver or
reduction, we must be satisfactorily informed at the
time a qualifying purchase occurs.
3. As a selected dealer, you are authorized to
place orders directly with the Funds for their shares
to be sold by us to you subject to the applicable terms
and conditions governing the placement of orders set
forth in the Distribution Agreement between each Fund
and us and further 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, Firstar Trust Fund,
for redemption.
4. Redemption and repurchase of shares will be
made at the net asset value of such shares in
accordance with the then current prospectus of the
Fund.
5. You represent that you are a member in good
standing of the National Association of Securities
Dealers, Inc. (NASD), and are therefore subject to the
Rules of the NASD.
6. This Agreement is in all respects subject to
Rule 2830 of the Conduct Rules of the NASD, which shall
control any provisions to the contrary in this
Agreement.
7. In addition to the other provisions in this
Agreement, you expressly agree:
(a) to purchase shares from us only for the
purpose of covering purchase orders previously received
or for your own bona fide investment;
(b) that you will not purchase any shares
from your customers at a price lower than the
redemption or repurchase price next quoted by the Fund;
(c) that you will not withhold
placing customers' orders so as to profit as a result
of such withholding; and
(d) that if any shares confirmed to you
hereunder are redeemed or repurchased by a Fund within
thirty business days after such confirmation of your
original order, you will refund to us the full discount
reallowed to you on such sale. We will pay to the
appropriate Fund our share of the charge on the
original sale and will also pay to such Fund the refund
from you as herein provided.
8. We accept no conditional orders for shares.
Shares purchased shall be issued 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 payment, the sale may be canceled without any
responsibility or liability on our part or on the part
of the Fund (in which case you will be responsible for
any loss, including loss of profit, suffered by the
Fund resulting from your failure to make payment as
aforesaid) or, at our option, we may 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 resulting from your failure to make
payment as aforesaid).
9. You will offer and sell shares in compliance
with applicable federal and state securities laws. You
will furnish to each person to whom any such offer or
sale is made a copy of the then current prospectus for
the Fund, and, with respect to persons who purchase
shares, you agree to deliver to such purchasers copies
of each Fund's annual and interim reports and proxy
solicitation materials. We shall be under no liability
to you except for obligations expressly assumed by us
in this Agreement. Nothing herein contained shall be
deemed to be a condition, stipulation, or provision
binding any persons acquiring any security to waive
compliance with any applicable provision of federal or
state securities law.
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
reasonable quantities of prospectuses, supplemental
sale 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 current
prospectus for each Fund, periodic reports, and proxy
solicitation materials, if any, are our sole
responsibility and not the responsibility of the Fund.
You agree that each Fund shall have no liability to you
unless expressly assumed otherwise. All expenses
incurred by you under this Agreement shall be borne by
you.
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 was received by the other party at its
address as shown in this Agreement. This Agreement may
be amended by us at any time, and your placing of an
order after the effective date of any such amendment
constitutes your acceptance thereof.
12. This Agreement constitutes the entire
agreement between us and shall not be assignable by
you. It shall be construed in accordance with the laws
of the State of Minnesota and shall be binding upon
both parties when signed by us and accepted by you in
the space provided below. Please return one signed
copy of this Agreement.
Sincerely yours,
CENTENNIAL LAKES CAPITAL, INC.
By:__________________________
Xxxxxx X. Xxxxx, President
Accepted: company
By:______________________
Authorized Signer
Date:_____________________
