Exhibit 6(b)
DEALER AGREEMENT
This DEALER AGREEMENT, made this 8th day of September, 1986,
by and between XXXXXX XXXXXXXXXX XXXXX INC., a Delaware corporation (the
"Distributor") and Penn Mutual Equity Services, Inc., a Pennsylvania corporation
("PMES").
WHEREAS, Addison Capital Shares, Inc., a Maryland corporation
(the "Fund"), is registered as an open-end, diversified investment company under
the Investment Company Act of 1940 (the "1940 Act") and has registered its
shares of common stock (the "Shares") for sale to the public under the
Securities Act of 1933 (the "1933 Act") and various state securities laws; and
WHEREAS, the Fund has retained the Distributor as the
principal underwriter in connection with the offering and sale of the Shares
pursuant to an underwriting agreement between the Fund and the Distributor (the
"Underwriting Agreement"); and
WHEREAS, the Distributor wishes to engage PMES, and PMES
wishes to act for Distributor, as a dealer in connection with the offering and
sale of the Shares pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, and intending to be legally bound, the Distributor
and PMES agree as follows:
1. The Distributor hereby appoints PMES as a dealer in
connection with the offering and sale of the Shares. The Distributor authorizes
PMES, as its sales agent for the Shares, subject to applicable federal and state
law and the Underwriting Agreement: (a) to promote the Fund; (b) to solicit
orders for the purchase of the Shares subject to such terms and
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conditions as the Fund and the Distributor may specify; and (c) to accept orders
for the purchase of the Shares and to transmit them to the Distributor for
transmission to the Fund. PMES shall comply with all applicable federal and
state laws and offer the Shares on an agency or "best efforts" basis.
2. The public offering price of each Share shall be (a) the
net asset value per share (as determined by the Fund) of the outstanding Shares
of the Fund plus (b) a sales charge equal to 3% of such net asset value per
share, subject to reduction in the circumstances set forth in the Fund's current
Prospectus. As received from the Fund, the Distributor shall furnish PMES with a
statement of each computation of the public offering price of Shares and of the
details entering into such computation.
3. (a) As compensation for the services performed by PMES
under this Agreement including, but not limited to, any commissions paid for
sales of Shares, the Distributor shall pay PMES, as promptly as possible after
the last day of each month (but not earlier than the Distributor shall have
received from the Fund the amount owed to the Distributor with respect to such
month under Section 3(a) of the Underwriting Agreement), an amount equal to (i)
the aggregate of the per share loads paid on sales by PMES of Shares during such
month, plus (ii) a fee (the "Dealer's Fee"), calculated daily, of 0.44% per
annum of the average daily net asset value of all outstanding Shares sold by
PMES. The Dealer's Fee shall then be paid by PMES to its agents responsible for
sales of Shares in proportion to Shares held in accounts for which such agents
are responsible. The first payment of the amount due under this section shall be
made as promptly as possible at the end of the month next succeeding the
effective date of this Agreement.
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(b) If this Agreement is terminated as of any date not the
last day of a month, the amounts due under this section shall be paid as
promptly as possible after such date of termination, and the Dealer's Fee shall
be based on the average daily net assets of the Fund in that period from the
beginning of such month to such date of termination, and shall be that
proportion of such average daily net assets as the number of business days in
such period bears to the number of business days in such month.
(c) The average daily net assets of the Fund shall in all
cases be based only on business days and shall be computed in the manner set
forth in the Underwriting Agreement then in effect.
(d) Each payment due under this Section 3 shall be accompanied
by a report prepared by the Distributor or by a reputable firm of independent
accountants which shall show the amount properly payable to PMES under this
Agreement and the detailed computation thereof.
4. As used in this Agreement, the term "Registration
Statement" shall mean the Registration Statement most recently filed by the Fund
with the Securities and Exchange Commission and effective under the 1933 Act, as
such Registration Statement is amended by any amendments thereto at the time in
effect, the term "Prospectus" shall mean the form of prospectus filed by the
Fund as part of the Registration Statement, and the term "net assets" shall have
the meaning ascribed to it in the Articles of Incorporation of the Fund.
5. PMES shall distribute to prospective investors Prospectuses
and such other sales literature, reports, forms, and advertisements in
connection with the sale of the Shares as are provided by the Distributor and as
comply with the applicable provisions of federal and
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state law. PMES agrees to pay its broker/representatives commissions on sales of
Fund shares made by or through them, except that no commission need be paid when
the sale price does not include a per share load. In connection with such sales
and offers of sale, PMES shall give only such information and make only such
statements or representations as are contained in the Registration Statement or
in information furnished in writing to PMES by the Distributor or the Fund, and
neither the Fund nor shall the Distributor be responsible in any way for any
other information, statements or representations given or made by PMES or its
representatives or agents. Except as specifically provided in this Agreement,
the Distributor shall bear none of the expenses of PMES in connection with its
offer and sale of the Shares.
6. The Distributor will inform PMES, from time to time, of the
states in which the Shares are qualified for sale to the public. PMES will not
make offers or sales of Shares in a state in which the Shares are not so
qualified without a written confirmation from the Distributor that the Shares
may be sold without registration therein.
7. The Distributor reserves the right at any time to withdraw
all offerings of the Shares by PMES by written notice to PMES at its principal
office, upon receipt by the Distributor of notice from the Fund pursuant to
Section 9 of the Underwriting Agreement.
8. PMES further agrees to act as agent for the Distributor to
receive and transmit promptly to the Distributor, for retransmission to the
Fund's transfer agent, shareholder requests for redemption of Shares.
9. PMES is an independent contractor and shall be agent for
the Distributor only in respect to the sale and redemption of the Shares.
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10. The services of PMES to the Distributor under this
Agreement are not to be deemed exclusive. PMES shall be free to render similar
services or other services to others so long as its services hereunder are not
impaired thereby, and the Distributor shall be free to engage others as sales
agents or dealers for sales of Shares.
11. Either party may terminate this Agreement, without
penalty, upon sixty (60) days notice to the other party. In addition, the
Distributor may terminate this Agreement at any time that the Underwriting
Agreement is terminated, and may reduce or eliminate the Dealer's Fee if the
Distribution Fee (as defined in the Underwriting Agreement) is reduced or
eliminated, in which event PMES shall have the option of terminating this
Agreement on sixty (60) days notice.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly authorized.
Attest: XXXXXX XXXXXXXXXX XXXXX INC.
By: /s/ X. Xxxxxxx X'Xxxxxx By: /s/ Xxxxx Xxxxx, Xx.
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Secretary Co-Chairman of the
Board of Directors
Attest: PENN MUTUAL EQUITY SERVICES,
INC.
By: By: /s/ X. X. XxXxxx
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