EXHIBIT 99.6.1
SELECTED DEALER AGREEMENT
Xxxxxxxxx Xxxx & Co.
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
, 1998
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Dear Sir/Madam:
We invite you, upon the following terms and conditions, to participate as
principal in the distribution of the shares of any of the mutual funds including
The American Tiger Funds, of which we are, or may become, Distributor
(hereinafter collectively referred to as the "Funds" and each individually as a
"Fund"):
1. You are to offer and sell such shares only at the public offering
prices which shall be then 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 shall not have authority to act as transfer agent for the
Fund, for us, or for any other dealer in any respect. All orders are subject to
acceptance or rejection by us or the Fund (or its agent) (in such party's sole
discretion) and become effective only upon confirmation by us or the Fund (or
its agent).
2. On each purchase of shares by you from us, the total sales charges, if
any, to selected dealers shall be as stated in the Fund's then current
prospectus.
Such sales charges, if any, to selected dealers are subject to reductions
under circumstances as described in the Fund's then current prospectus.
There is no sales charge to selected dealers on the reinvestment of
dividends or capital gains distributions or upon any merger or consolidation of
any other entity with the Fund or the acquisition of the assets or shares of any
entity by the Fund.
3. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Fund for shares to be resold by us to you, at all times,
subject to (a) the applicable terms and conditions governing the placement of
orders by us set forth in the Distribution Agreement between us and the Fund,
and (b) applicable compensation provisions set forth in the Fund's then current
prospectus, and (c) instructions issued by us from time to time, and (ii) to
tender shares directly to the Fund or its transfer agent for redemption subject
to (a) the applicable terms and conditions set forth in the Distribution
Agreement, (b) the provisions of the Fund's then current prospectus, or (c)
instructions issued by us from time to time. You appoint the transfer agent for
the Fund as your agent to execute customers' purchases of fund shares sold to
you by us in accordance with the terms and provisions of any account, program,
plan or service established or used by your customers and to confirm each such
purchase to your customers on your behalf, and you guarantee the legal capacity
of your customers so purchasing such shares and any co-owners of such shares.
4. Repurchases 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 either (i) a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") or (ii) that you
are exempt from membership in the NASD. If you are a member of the NASD, any
termination of such membership in good standing shall terminate this Agreement.
6. Regardless of whether or not you are a member of the NASD this
Agreement is in all respects subject to, and you agree to abide by all the rules
and regulations of the NASD concerning the distribution of securities of
open-end investment companies, including, without limitation, Section 26 of
Article III of the Rules of Fair Practice of the NASD which shall control any
provisions to the contrary in this Agreement.
7. You agree:
(a) To purchase shares only from us or from your customers.
(b) To purchase shares from us only for the purpose of covering
purchase orders already received or for your own bona fide
investment.
(c) That you will not purchase any shares from your customers at
prices lower than the redemption or repurchase prices then quoted
by the Fund. You shall, however, be permitted to sell shares for
the account of their record owners to the Fund at the repurchase
prices currently established for such shares and may charge the
owner a fair commission for handling the transaction.
(d) That you will not withhold placing customers' orders for shares
so as to profit yourself as a result of such withholding.
(e) You will not make, cause to be made, or otherwise participate,
directly or indirectly, in the making of, any offer or sale (a
"Foreign Offer or Sale") of any of the Fund's shares to any
individual, corporation, partnership, trust, joint venture or
other person or entity located outside of the geographical
boundaries of the United States of America without first
obtaining our written consent. Any Foreign Offer or Sale will be
made only upon the terms and in accordance with the conditions
set forth in such consent.
(f) Except as provided by Section 12 hereof, all expenses which you
incur in connection with your activities under this Agreement
will be borne by you.
8. We shall not accept from you any conditional orders for shares.
Confirmations of purchases of shares (or the delivery of share certificates, if
any) shall be made by the Fund only against receipt of the purchase price. If
payment for the purchase is not received within the time customary for such
payments, the sale may be cancelled forthwith 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 or profit, suffered by the Fund
resulting from your failure to make payment as aforesaid), or, at our option, we
may sell the shares so ordered back to the Fund (in which case we may hold you
responsible for any loss, including loss or 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, state
and foreign securities and other applicable 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 Fund's then current prospectus. We shall be
under no liability to you except for lack of good faith and 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 Fund except those contained in the then current prospectus and printed
information issued by the Fund or by us as information supplemental to such
prospectus. We shall supply you with prospectuses and reasonable quantities of
supplemental sales literature, sales bulletins, and additional information as
same are issued. You agree not to use other advertising or sales material
relating to the Fund unless approved in writing by us in advance of such use.
Any printed information furnished by us other than the then current prospectus
for the Fund, periodic reports and proxy solicitation materials are our sole
responsibility and not the responsibility of the Fund, and you agree that the
Fund shall have no liability or responsibility to you in these respects unless
expressly assumed thereby 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 was
mailed postpaid or delivered to a telegraph office for transmission to the other
party at his or its address as shown below. If you are a member of the NASD,
upon your ceasing to be a member in good standing of the NASD, this Agreement
shall automatically terminate. This Agreement and any schedule of distribution
assistance payments adopted pursuant to paragraph 12 hereof 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. As compensation for your marketing and customer services, we shall pay
you 75% of the Sales Charge (if any, paid by each investor you obtain for the
Fund) and 75% of the 0.25% annual 12b-1 fee, payable pro rata monthly, (as set
forth in the Distribution Agreement between The American Tiger Funds and
Xxxxxxxxx Xxxx & Co.) (i.e., 75% of 0.25% of the value of the assets of each
investor you obtain for the Fund).
13. Our obligations to you under this Agreement are subject to all the
provisions of any distributorship agreement entered into between us and the
Fund, a copy of which you hereby acknowledge receiving. You understand and
agree that in performing your services covered by this Agreement you are acting
as principal, and that we are in no way responsible for any of your acts, or the
acts of your employees or representatives, and that neither you nor your
employees, representatives, or agents is our agent, partner, or employee, or the
agent or employee of the Fund.
14. This Agreement shall be construed in accordance with the laws of the
State of Nevada and shall be binding upon both parties hereto when signed by us
and accepted by you in the space provided below. In the event of any
disagreement or litigation arising out of or concerning this Agreement the
parties agree that such litigation or arbitration (if both parties agree to
arbitration) shall only be brought and decided in a court (or arbitration, if
mutually agreed upon) located in Reno, Nevada. The prevailing party to such
action shall be entitled, in addition to any other relief, to its reasonable
attorneys' fees, costs, and expenses.
XXXXXXXXX XXXX & CO.
By:____________________________
(Authorized Signature)
Firm Name
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Address
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City State Zip Code
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ACCEPTED BY (signature)
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Name (print) Title
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Date 19 Telephone #
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Please return two signed copies of this Agreement
(one of which will be signed by us and thereafter
returned to you) in the
accompanying return envelope to:
Xxxxxxxxx Xxxx & Co.
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
