Exhibit.23m(2) Dealer Assistance Agreement
DOMINION CAPITAL CORPORATION
Dealer Assistance Agreement
This Dealer Assistance Agreement (the "Agreement") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act")
by Dominion Funds, Inc. (the "Company") on behalf of its Dominion Insight Growth
Fund Series (the "Fund"), under a Distribution Plan (the "Plan") adopted
pursuant to said Rule. This Agreement, being made between Dominion Capital
Corporation ("Distributor"), solely as agent for the Fund, and the undersigned
authorized dealer, defines the services to be provided by the authorized dealer
for which it is to receive payments from the Fund pursuant to the Plan adopted
by the Fund. The Plan and the Agreement have been approved by a majority of the
directors of the Company, including a majority of the directors who are not
interested persons of the Fund, and who have no direct or indirect financial
interest in the operation of the Plan or related agreements (the "Non-interested
Directors"), by votes cast in person at a meeting called for the purpose of
voting on the Plan. Such approval included a determination that in the exercise
of their reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders. The Plan has also been approved by a vote of at least a majority
of the Fund's outstanding securities, as defined in the 1940 Act.
1. To the extent that you provide distribution assistance and
administrative support services to customers who may, from time to time,
directly or beneficially own shares of the Fund, including but not limited to,
distributing sales literature, answering routine customer inquiries regarding
the Fund, assisting customers in changing dividend options, account designation
and addresses, and in enrolling into any of several special investment plans
offered in connection with the purchase of the Fund's share, assisting in the
establishment and maintenance of customer accounts and records and in the
processing of purchase and redemption transactions, investing dividends and
capital gains distributions automatically in shares and providing such other
services as the Fund or the customer may reasonably request, we, solely as agent
for the Fund, shall pay you a fee periodically or arrange for such fee to be
paid to you.
2. The fee paid with respect to the Fund will be calculated at the end of
each month for each business day of the Fund during such month at the annual
rate of twenty five one-hundredths of one percent (0.25%) of the average net
asset value of the shares of the Fund purchased or acquired through exchange on
or after the effective date of the Plan. Fees calculated in this manner shall be
paid to you only if your firm is the dealer of record at the close of business
on the last business day of the applicable payment period for the account in
which such shares are held (the "Subject Shares").
3. The total of the fees calculated for the Fund for any period with
respect to which calculations are made shall be paid to you within 45 days after
the close of such period.
4. We reserve the right to withhold payment with respect to the Subject
Shares purchased by you and redeemed or repurchased by the Fund or by us as
Agent within seven (7) business days after the date of our confirmation of such
purchase. We reserve the right at any time to impose minimum fee payment
requirements before any periodic payments will be made to you hereunder.
5. This Agreement does not require any broker-dealer to provide transfer
agency and recordkeeping related services as nominee for its customers.
6. You shall furnish us and the Fund with such information as shall
reasonably be requested either by the directors of the Company or by us with
respect to the fees paid to you pursuant to this Agreement.
7. We shall furnish the directors of the Company, for their review on a
quarterly basis, a written report of the amounts expended under the Plan and the
purposes for which such expenditures were made.
8. Neither you nor any of your employees or agents are authorized to make
any representation concerning shares of the Fund except those contained in the
then current Prospectus for the Fund and you shall have no authority to act as
agent for the Fund or the Distributor.
9. We may enter into other similar Dealer Assistance Agreements with any
other person without your consent.
10. This Agreement may be terminated at any time without payment of any
penalty by the vote of a majority of the directors of the Company who are
Non-interested Directors or by a vote of a majority of the Fund's outstanding
shares, on sixty (60) days' written notice. It will be terminated by any act
which terminates either the Fund's Distribution Agreement with us, the Selected
Dealer Agreement between your firm and us or the Fund's Distribution Plan, and
in any event, it shall terminate automatically in the event of its assignment as
that term is defined in the 1940 Act.
11. The provisions of the Distribution Agreement between the Fund and us,
insofar as they relate to the Plan, are incorporated herein by reference. This
Agreement shall become effective upon execution and delivery hereof and shall
continue in full force and
effect as long as the continuance of the Plan and this related Agreement are
approved at least annually by a vote of the directors, including a majority of
the Non-interested Directors, cast in person at a meeting called for the purpose
of voting thereon. All communications to us should be sent to the address of
Distributor as shown at the bottom of this Agreement. Any notice to you shall be
duly given if mailed or telegraphed to you at the address specified by you
below.
12. This Agreement shall be construed in accordance with the laws of the
State of Texas.
DOMINION CAPITAL CORPORATION ACCEPTED:
00000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
________________________________
Dealer's Name
By:____________________________ ________________________________
Address
________________________________
City, State
By:_____________________________
