SELECTED DEALER AGREEMENT
Navellier Securities Corp.
Xxx Xxxx Xxxxxxx, Xxxxx Xxxxx
Xxxx, Xxxxxx 00000
, 1999
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Dear Sir/Madam:
We invite you, upon the following terms and conditions, to participate as
principal in the distribution of Class A shares ("shares") of the Navellier Top
20 Portfolio ("Portfolio") of the Navellier Millennium Funds (the "Fund"), of
which we are Distributor;
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 Portfolio or the acquisition of the assets or
shares of any entity by the Fund or Portfolio.
3. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Portfolio 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 Portfolio, 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 Portfolio 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 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 Portfolio. You shall, however, be permitted to sell
shares for the account of their record owners to the Portfolio 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 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 Portfolio 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 Portfolio (in
which case you will be responsible for any loss, including loss or profit,
suffered by the Portfolio resulting from your failure to make payment as
aforesaid), or, at our option, we may sell the shares so ordered back to the
Portfolio (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
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 Portfolio 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 or the
Portfolio, and you agree that the Fund or the Portfolio 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 90% 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 Portfolio and the
Distributor (i.e., 100% 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 or the Portfolio.
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 San Francisco, California. The prevailing
party to such action shall be entitled, in addition to any other relief, to its
reasonable attorneys' fees, costs, and expenses.
NAVELLIER SECURITIES CORP.
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:
Navellier Securities Corp.
Xxx Xxxx Xxxxxxx, Xxxxx Xxxxx
Xxxx, Xxxxxx 00000
