DEALER AGREEMENT
XXXXXX XXXX INVESTMENT FUNDS
draft
FROM ("Dealer"):
TO ("Unified" or "Distributor"):
Unified Management Corporation
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Gentlemen:
Dealer desires to enter into an agreement with Distributor for the sale and
distribution of the shares of Xxxxxx Xxxx Investment Funds, an open-end
investment company in series form (hereinafter referred to as the "Trust" and
each series thereof as a "Portfolio") of which Unified is the Distributor and
whose shares are offered to the public at an offering price which will not
include a sales charge (hereinafter referred to as the "Shares"). Upon
acceptance of this Agreement by Distributor, Dealer understands that Dealer may
offer and sell Shares subject, however, to all of the terms and conditions
hereof and to Distributor's right, without notice, to suspend or terminate the
sale of the Shares of any one or more of the Portfolios.
1. Dealer understands that the Shares will be offered and sold at the public
offering price in effect at the time the order for such Shares is confirmed and
accepted by Distributor. All purchase requests and applications submitted by
Dealer are subject to acceptance or rejection in Distributor's sole discretion,
and, if accepted, each purchase will be deemed to have been consummated at the
office of the Trust's shareholder servicing agent.
2. Dealer herein certifies that Dealer is a either a member of the National
Association of Securities Dealers, Inc. ("NASD") and agrees to maintain its
membership in the NASD or in the alternative during the full force and effect of
this Agreement, or, that Dealer is a foreign dealer not eligible for membership
in the NASD. In either case, for as long as this Agreement is in full force and
effect, Dealer agrees to abide by all of the rules and regulations of the
Securities and Exchange Commission ("S.E.C.") and the NASD which are binding
upon underwriters and dealers in the distribution of the securities of open-end
investment companies, including without limitation, Section 2830 of the NASD
Conduct Rules, all of which are incorporated herein as if set forth in full.
Dealer agrees that it will not sell or offer sale Shares in any state or
jurisdiction where Shares have not been qualified for sale.
3. Dealer will offer and sell Shares of any Portfolio only in accordance with
the terms and conditions of the Trust's then current Prospectus and Dealer will
not make representations which are not included in said Prospectus or in any
authorized supplemental material supplied by Distributor and/or the Trust or its
agents. Dealer will use its best effort in the development and promotion of
sales of Shares and agrees to be responsible for the proper instruction and
training of all sales personnel employed by Dealer, in order that the Shares
will be offered in accordance with the terms and conditions of this Agreement
and all applicable laws, rules and regulations. Dealer agrees to hold
Distributor harmless and indemnify Distributor in the event that Dealer, or any
of Dealer's sales representatives, should violate any law, rule or regulation,
or any provisions of this Agreement, which violation may result in liability to
Distributor, the Trust or any Portfolio. All expenses which Dealer may incur in
connection with Dealer's activities under this Agreement shall be borne by
Dealer.
4. Payments for purchases of Shares made by wire order from Dealer shall be
made to Distributor, or Distributor's designated agent, and received by
Distributor, or Distributor's designated agent, together with all necessary
applications and other documents required to establish an account within five
business days after the acceptance of Dealer's order or such shorter time as may
be required by law. If such timely payment is not received by Distributor, or
Distributor's designated agent, Dealer understands and agrees herein that
Distributor reserves the right, without notice, forthwith to cancel the sale,
or, at Distributor's option, to sell back to the Portfolio the Shares ordered by
Dealer, in which latter case, Dealer will be held responsible for any loss,
including loss of profit, suffered by Distributor or Distributor's designated
agent, resulting from Dealer's failure to make the aforesaid payment. Where
sales of Portfolio Shares are contingent upon the Portfolio's receipt of funds
in payment therefore, Dealer will forward promptly to Distributor, or
Distributor's designated agent, any purchase orders and/or payments received by
Dealer from investors.
5. Dealer agrees to purchase Shares only from Distributor or from Dealer's
customers. If Dealer purchases Shares from Distributor, Dealer agrees that all
such purchases shall be made only to cover orders received by Dealer from
Dealer's customers, or for Dealer's own bona fide investment. If Dealer
purchases Shares from Dealer's customers, Dealer agrees to pay such customers
not less than the applicable repurchase price as established by the then current
applicable Prospectus.
6. Distributor's obligations to Dealer under this Agreement are subject to all
the provisions of any distributorship agreement entered into between Distributor
and the Trust. Dealer understands and agrees herein that in Dealer's performing
of its services covered by this Agreement that Dealer is acting as a principal,
and Distributor is in no way responsible for the manner of Dealer's performance
or for any of Dealer's acts, employees or representatives as Distributor's
agent, partner or employee, or the agent or employee of the Trust.
7. Dealer may terminate this Agreement by notice in writing to Distributor,
which termination shall become effective thirty days after the date of receipt
by Distributor. Dealer agrees that Distributor has and reserves the right, in
Distributor's sole discretion, without notice, to suspend sales of Shares of any
of the Portfolios, or to withdraw entirely the offering of Shares of any of the
Portfolios, or, in Distributor's sole discretion, to modify, amend or cancel
this Agreement upon written notice to Dealer of such modification, amendment or
cancellation, which shall be effective immediately on the date stated in such
notice. Without limiting the foregoing, Distributor may terminate this
Agreement for cause on violation by Dealer of any of the provisions of this
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Agreement, said termination to become effective on the date of the mailing
notice to Dealer of such termination. Without limiting the foregoing, any
provision hereof to the contrary notwithstanding, Dealer's expulsion from the
NASD will automatically terminate this Agreement without notice; Dealer's
suspension from the NASD, the appointment of a trustee for all or substantially
all of Dealer's business assets, or violation of applicable State or Federal
laws or rules or regulations of authorized regulatory agencies will terminate
this Agreement effective upon the date of Distributor's mailing to Dealer of
such termination. Distributor's failure to terminate for any cause shall not
constitute a waiver of Distributor's right to terminate at a later date for any
such cause. All notices hereunder shall be to the respective parties at the
addresses listed herein, unless changed by written notice. Any dispute that may
arise in connection with this Agreement shall be submitted to arbitration by the
NASD, with the panel to be located in Indianapolis, Indiana.
8. This Agreement shall become effective upon Distributor's execution of this
Agreement, such date being the one appearing below. This Agreement and all the
rights and obligations of the parties hereunder shall be governed by and
construed under the laws of the State of Indiana. This Agreement is not
assignable by Dealer without the written permission of Distributor. Distributor
may assign or transfer this Agreement to any successor firm or corporation which
becomes Distributor or Sub-Distributor of the Trust.
Dealer: "Accepted" by Distributor:
Unified Management Corporation
By: By:
-------------------------------- ---------------------------------
(Authorized Signature)
Date: Date:
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By:
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Date:
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