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EXHIBIT 99.B (6)(B)
SELECTED DEALER AGREEMENT
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XXXXXXXX RESEARCH CORP.
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Dealer No.: ___________
Effective Date: __________
The Xxxxxxxx Family of Funds
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
Xxxxxxxx Research Corp., an Ohio corporation (the "Company"), which is
the principal underwriter of a certain registered open-end management investment
company and the portfolios thereof (together the "Funds," or singly a "Fund"),
hereby invites the undersigned broker or dealer ("Dealer") to participate in the
distribution of shares of the Funds ("Shares") [and to assist in rendering
distribution and shareholder services to the Funds] on and subject to the
following terms and conditions:
Section
1. Dealer Authority. With respect to the distribution and sale of Shares,
Dealer shall have no authority to act as agent for the Funds, the Company or any
other dealer in any respect in such transactions. All orders are subject to
acceptance by the Company and become effective only upon confirmation by the
Company, and are subject to acceptance or rejection by the Company or the
appropriate Fund in its sole discretion. Dealer shall have no authority to make
any representations concerning the Shares of any Fund except such
representations as may be contained in that Fund's then current prospectus
("Prospectus"), in its then current Statement of Additional Information, and in
such other printed information as that Fund or the Company may subsequently
prepare and distribute to Dealer for purposes of selling the Shares, and Dealer
shall have no authority to distribute any other sales material relating to a
Fund or its Shares without the prior written approval of the Company.
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Section 2. Sales and Pricing of Shares. Dealer shall offer and sell
Shares only at their respective net asset values in accordance with the terms
and conditions of the Prospectus of the Fund whose Shares Dealer offers. An
order for the purchase of Shares shall be accepted at the time such order is
received by the Company and at the price next determined unless the order is
otherwise rejected in accordance with ss.1 above. In addition, the Company will
not accept any order from Dealer which is placed on a conditional basis or
subject to any delay or contingency prior to execution. Dealer shall place
orders for Shares only with the Company and shall date and time stamp all orders
received by Dealer and promptly shall transmit all orders to the Company in time
for processing at the price next determined after receipt of the order by
Dealer, in accordance with the Prospectus of the Fund whose Shares are being
sold. Dealer shall confirm the transaction with Dealer's customer at the price
confirmed in writing by the Company. In the event of difference between verbal
and written price confirmations, the written confirmations shall be considered
final. Prices of the Shares are computed by a Fund in accordance with its
Prospectus.
Dealer shall place orders with the Company only through Dealer's
central order department unless the Company accepts Dealer's written Power of
Attorney authorizing others to place orders on Dealer's behalf.
Section 3. Dealer Services. With respect to shareholder services, the
Company hereby appoints Dealer to render shareholder services to each of the
Funds. Shareholder services may include, but are not limited to, answering
routine client inquiries regarding the Funds; providing information to
shareholders on their investments in the Funds; providing personnel and
communication equipment used in connection therewith; and providing such other
services as the Company may reasonably request.
Section 4. Dealer Compensation. Subject to any limitations set forth in
the N.A.S.D.'s Rules of Fair Practice, the Company will pay Dealer, with respect
to each of the Funds for which Dealer is providing shareholder services, a
monthly fee computed at the annual rate of .25% during the period and for such
accounts for which Dealer provides services as described in ss.3 above.
Section 5. Dealer Authorization. Dealer hereby authorizes the Company
to act as its agent in connection with all transactions in shareholder accounts
for which Dealer is designated as Dealer of Record. All designations of Dealer
of Record and all authorizations of the Company to act as Dealer's agent shall
cease upon the termination of this Agreement or upon the shareholders'
instructions to transfer his or her account to another Dealer of Record.
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Section 6. Payment for Shares. Payment for all Shares purchased from
the Company by Dealer shall be made to _______, _______, _______, as custodian
for each of the Funds (the "Custodian"), and shall be received by the Custodian
for the account of the applicable Fund within five business days after the
acceptance of Dealer's order or by the end of one business day following receipt
of a customer's payment for such Shares, whichever is the later date. If such
payment is not so received by the Custodian, the Company and the Funds reserve
the right, without notice, to immediately cancel the sale, or, at the Company's
option, to sell the Shares ordered by Dealer back to the Fund in which latter
case, the Company may hold Dealer responsible for any loss, including loss of
profit, suffered by the Company or by the Fund resulting from Dealer's failure
to make payment as described above.
Section 7. Purchase of Shares. Dealer shall purchase Shares of the Fund
only from the Company or from Dealer's customers. If Dealer purchases Shares
from the Company, Dealer agrees that all such pur chases shall be made only to
cover orders already received by Dealer from Dealer's customers, or for Dealer's
own bona fide investment without a view to resale. If Dealer purchases Shares
from Dealer's customers, Dealer agrees to pay such customers the applicable net
asset value per share that would be applicable if such Shares were then tendered
for redemption in accordance with the applicable Prospectus ("Repurchase
Price").
Section 8. Limitation on Sale of Shares. Dealer shall sell Shares only:
(a) to the Dealer's customers at the price described in ss.2
above; or
(b) to the Company as agent for the Fund at the Repurchase
Price. In such sale to the Company, Dealer may act either as
principal for Dealer's own account or as agent for Dealer's
customer. If Dealer acts as principal for Dealer's own
account in purchasing Shares for resale to the Company,
Dealer agrees to pay Dealer's customer not less than nor
more than the Repurchase Price which Dealer received from
the Company. If Dealer acts as agent for Dealer's customer
in selling Shares to the Company, Dealer agrees not to
charge Dealer's customer more than a fair commission for
handling the transaction.
Section 9. Dealer's Representations and Warranties. Dealer hereby
represents and warrants to the Company that:
(a) Dealer is willing and possesses the legal authority to
provide the services contemplated by this Agreement without
violation of applicable laws;
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(b) Dealer is and shall remain throughout the term of the
Agreement a member in good standing of the N.A.S.D. and
shall immediately notify the Company should it cease to be a
member of the N.A.S.D.;
(c) Dealer is and shall remain throughout the term of this
Agreement a broker-dealer duly and properly registered and
qualified under all applicable laws, rules and regulations,
including, but not limited to, all state and federal
securities laws, rules and regulations, as may be necessary
or appropriate for Dealer to perform and observe all of its
duties, obligations and covenants set forth or contemplated
by this Agreement;
(d) Dealer shall throughout the term of this Agreement
comply with the requirements of all applicable laws, rules
and regulations, including, but not limited to, federal and
state securities laws, the rules, regulations and orders of
the Securities and Exchange Commission and the N.A.S.D., in
performing and observing all of its duties, obligations and
covenants set forth or contemplated by this Agreement;
(e) Dealer shall not withhold placing with the Company
orders received from Dealer's customers so as to profit
itself as a result of such withholding; and
(f) Dealer shall not offer Shares of any Fund in any state
where such Shares are not qualified for sale under the Blue
Sky Laws and Regulations of such state or where Dealer is
not qualified to act as a dealer, except in appropriate
circumstances when under state laws and regulations the
Shares or the sales transactions are exempt from
qualification or dealer registration is not required.
Section 10. Refund of Compensation. If any Shares sold to Dealer under
the terms of this Agreement are repurchased by the Fund, or are tendered for
redemption, within seven business days after the date of the Company's
confirmation of the original purchase by Dealer, Dealer shall promptly refund to
the Company the full Dealer Commission received by Dealer pursuant to ss.4(a)
above.
Section 11. Indemnification. Dealer shall indemnify and hold harmless
the Company, its affiliates and the Funds against any losses, claims, damages,
liabilities or expenses (including reasonable attorneys' fees and expenses)
resulting from (a) any negligence or misfeasance of Dealer or any of its
officers, directors, employees or agents; or (b) any violation of any law, rule
or regulation or any failure to perform or observe any obligations of Dealer set
forth in this agreement by Dealer or any of its officers, directors, employees
or agents.
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Section 12. Provision of Sales Material. The Company shall deliver to
Dealer without charge reasonable quantities of the Funds' Prospectuses with any
supplements thereto currently in effect, copies of current shareholder reports
of the respective Funds, and sales material issued by the Company from time to
time.
Section 13. Termination. This Agreement may be terminated as to a Fund
at any time by the Company or Dealer upon 10 days' prior written notice to the
other party.
Section 14. Complete Agreement. This Agreement supersedes and cancels
any prior agreement with respect to the sale of Shares of any Fund and may be
amended at any time and from time to time by writ ten agreement of the parties
hereto.
Section 15. Choice of Law. This Agreement shall be effective upon
acceptance by the Company in Columbus, Ohio, and all sales hereunder are to be
made, and title to Shares shall pass, in Cleveland, Ohio. This Agreement is made
in the State of Ohio and shall be interpreted in accordance with the laws of
Ohio. Each party represents that the undersigned has authority to act, and to
execute this Agreement, on behalf of such party.
Section 16. Notices. All communications and notices to the Company
should be sent to the above address. Any communications or notice to Dealer
shall be duly given if mailed or delivered to Dealer at the address specified by
Dealer below.
Very truly yours,
XXXXXXXX RESEARCH CORP.
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The undersigned Dealer hereby accepts the Company's invitation to
participate in the distribution of the Funds' Shares and agrees to be bound by
and comply with the terms and conditions of this Agree ment as set forth above.
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Firm
By
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Officer of Partner
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Date:
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(Address)
States in which Shares will be offered for sale by Dealer:
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Accepted:
XXXXXXXX RESEARCH CORP.
By
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Date:
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