EXHIBIT (h)(5)
FINANCIAL INSTITUTION SALES CONTRACT
Between: and
Freedom Investors, Inc.
Distributor of Frontier Funds, Inc.
Post Xxxxxx Xxx 00
Xxxxxxxx, Xxxxxxxxx 00000-0000
As Distributor of Frontier Funds, Inc. ("Fund"), we agree that you will
make available to your customers, under an agency relationship with your
customers, shares of beneficial interest issued by the Fund ("Shares"), subject
to any limitations imposed by the Fund and to confirmation by us of each
transaction. By your acceptance hereof, you agree to all of the following terms
and conditions:
1. OFFERING PRICE AND FEES
The public offering price at which you may make the Shares available to
your customers is the net asset value thereof, as computed from time to time,
plus any applicable sales charge described in the then-current prospectus of the
Fund. In the case of purchases by you, as agent for your customers, of Shares
sold with a sales charge, you shall receive an agency commission consisting of a
portion of the public offering price, in the amount and determined on the same
basis as the sales charge reallowed to brokers and dealers that sell Shares, as
described in the then-current statement of additional information of the Fund,
and such other compensation to dealers as may be described therein, which shall
be payable to you at the same time and on the same basis as the same is paid to
such brokers and dealers, consistent with applicable law, rules and regulations.
In determining the amount of any agency commission payable to you hereunder, we
reserve the right to exclude any purchases for any accounts which we reasonably
determine are not made in accordance with the terms of the applicable Fund
prospectus and the provisions of this Agreement. We reserve the right to revise
the agency commission referred to herein upon ten days' written notice to you.
We will furnish you upon request with the public offering price for the Shares,
and you agree to quote such prices in connection with any Shares made available
by you as agent for your customers. Your attention is specifically called to the
fact that each purchase of Shares by your customers is always made subject to
confirmation by us at the public offering price next computed after receipt of
the order. There is no sales charge or agency commission to you on the
reinvestment of dividends and distributions.
2. MANNER OF MAKING SHARES AVAILABLE FOR PURCHASE
We will, upon request, deliver to you a copy of the Fund's then-current
prospectus and will provide you with such number of copies of the Fund's then-
current prospectus, statement of additional information and shareholder reports
and of supplementary sales materials prepared by us, as you may reasonably
request. It shall he your obligation to ensure that all such information and
materials are distributed to your customers who own Shares, in accordance with
securities and/or banking law and regulations and any other applicable
regulations. Neither you nor any other person is authorized to give any
information or to make any representations other than those contained in such
prospectuses, statements of additional information and shareholder reports or in
such supplementary sales materials. You shall not furnish or cause to be
furnished to any person, display or publish any information or materials
relating to the Fund (including, without limitation, promotional materials and
sales literature, advertisements, press releases, announcements, statements,
posters, signs or other similar material), except such information and materials
as may be furnished to you by us or the Fund, and such other information and
materials as may be approved in writing by us.
You hereby agree:
(i) to not purchase any Shares as agent for any customer, unless you
deliver or cause to be delivered to such customer, at or prior to the time of
such purchase, a copy of the then-current prospectus of the Fund, unless such
customer has acknowledged receipt of the prospectus of the Fund. You hereby
represent that you understand your obligation to deliver a prospectus to
customers who purchase Shares pursuant to federal securities laws and you have
taken all necessary steps to comply with such prospectus delivery requirements;
(ii) to transmit to us promptly upon receipt any and all orders received by
you, it being understood that no conditional orders will be accepted;
(iii) to obtain from each customer for whom you act as agent for the
purchase of Shares any taxpayer identification number certification and backup
withholding information required under the Internal Revenue Code of 1986, as
amended from time to time ("Code"), and the regulations promulgated thereunder,
or other sections of the Code which may become applicable, and to provide us or
our designee with timely written notice of any failure to obtain such taxpayer
identification number certification or information in order to enable the
implementation of any required backup withholding in accordance with the code
and the regulations thereunder; and
(iv) to pay to us the offering price, less any agency commission to which
you are entitled, within five (5) business days of our confirmation of your
customer's order, or such shorter time as may be required by law. You may,
subject to our approval, remit the total public offering price to us, and we
will return to you your agency commission. If such payment is not received
within said time period, we reserve the fight, without prior notice, to cancel
the sale, or at our option to return the Shares to the issuer for redemption or
repurchase. In the latter case, we shall have the right to hold you responsible
for any loss resulting to us. Should payment be made by local
bank check, liquidation of Shares may be delayed pending clearance of your
check.
Unless otherwise mutually agreed in writing or except as provided below,
each transaction placed by you shall be promptly confirmed by us in writing to
you, and shall be confirmed to the customer promptly upon receipt by us of
instructions from you as to such customer. In the case of a purchase order by
customer's application, each transaction shall be promptly confirmed in writing
directly to the customer and a copy of each confirmation shall be sent
simultaneously to you. We reserve the right, at our discretion and without
notice, to suspend the sale of Shares or withdraw entirely the sale of Shares.
All orders are subject to acceptance or rejection by us in our sole discretion,
and by the Fund in its sole discretion. The procedure stated herein relating to
the pricing and handling of orders shall be subject to instructions which we may
forward to you from time to time.
3. COMPLIANCE WITH APPLICABLE LAW
You hereby represent that you are either (1) a "bank" as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and
at the time of each transaction in Shares, are not required to register as a
broker-dealer under the Exchange Act or regulations thereunder; or (2)
registered as a broker-dealer under the Exchange Act, a member in good standing
of the National Association of Securities Dealers, Inc. ("NASD") and affiliated
with a bank.
(a) If you are a bank, not required to register as a broker-dealer under
the Exchange Act: You further represent and warrant to us that with respect to
any sales in the United States, you will use your best efforts to ensure that
any purchase of Shares by your customers constitutes a suitable investment for
such customers. You shall not effect any transaction in, or induce any purchase
or sale of, any Shares by means of any manipulative, deceptive or other
fraudulent device or contrivance, and shall otherwise deal equitably and fairly
with your customers with respect to transactions in Shares.
(b) If you are a NASD member broker-dealer affiliated with a bank and
registered under the Exchange Act: You further represent and warrant to us that
with respect to any sales in the United States, you agree to abide by all of the
applicable laws, rules and regulations including applicable provisions of the
Securities Act of 1933, as amended, and the applicable rules and regulations of
the NASD, including, without limitation, its Conduct Rules, and the applicable
rules and regulations of any jurisdiction in which you make shares available for
sale to your customers. You agree not to make available for sale to your
customers the Shares in any jurisdiction in which the Shares are not qualified
for sale or in which you are not qualified as a broker-dealer. We shall have no
obligation or responsibility as to your right to make Shares available to your
customers in any jurisdiction. You agree to notify us immediately in the event
of (i) your expulsion or suspension from the NASD or your becoming subject to
any enforcement action by the Securities and Exchange Commission, NASD, or any
other self-regulatory organization, or (ii) your violation of any applicable
federal or state law, rule or regulation including, but not limited to, those of
the Securities and Exchange Commission, NASD or other self-regulatory
organization, arising out of or in connection with this Agreement, or which may
otherwise affect in any material way your ability to act in accordance with the
terms hereof.
You shall not make Shares available to your customers, including your
fiduciary customers, except in compliance with all federal and state laws and
rules and regulations of regulatory agencies or authorities applicable to you,
or any of your affiliates engaging in such activity, which may affect your
business practices. You confirm that you are not in violation of any banking
law or regulations as to which you are subject.
4. RELATIONSHIP WITH CUSTOMER
With respect to any and all transactions in the Shares pursuant to this
Agreement, it is understood and agreed in each case that: (a) you shall be
acting solely as agent for the account of your customer; (b) each transaction
shall be initiated solely upon the order of your customer; (c) we shall execute
transactions only upon receiving instructions from you acting as agent for your
customer or upon receiving instructions directly from your customer (d) as
between you and your customer, your customer will have full beneficial ownership
of all Shares; (e) each transaction shall be for the account of your customer
and not for your account; and (f) unless otherwise agreed in writing we will
serve as a clearing broker for you on a fully disclosed basis, and you shall
serve as the introducing agent for your customers' accounts. Subject to the
foregoing, however, you may maintain record ownership of such customers' Shares
in an account registered in your name or the name of your nominee, for the
benefit of such customers. Each transaction shall be without recourse to you
provided that you act in accordance with the terms of this Agreement. You
represent and warrant to us that you will have full right, power and authority
to effect transactions (including, without limitation, any purchases and
redemptions) in Shares on behalf of all customer accounts provided by you.
5. RELATIONSHIP WITH FINANCIAL INSTITUTION
Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture between
you and us. in making available Shares under this Agreement, nothing herein
shall be construed to constitute you or any of your agents, employees or
representatives as our agent or employee, or as an agent or employee of the
Funds, and you shall not make any representations to the contrary. As
Distributor of the Fund, we shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the distribution of
the Shares. We shall not be under any obligation to you, except for obligations
expressly assumed by us in this Agreement.
6. TERMINATION
Either party hereto may terminate this Agreement, without cause, upon ten
days' written notice to the other party. We may terminate this Agreement for
cause upon the violation by you of any of the provisions hereof, such
termination to become effective on the date such notice of termination is mailed
to you. If you are registered as a broker-dealer and affiliated with a bank,
this Agreement shall terminate automatically if either party ceases to be a
member of the NASD
7. ASSIGNABILITY
This Contract is not assignable or transferable, except that we may assign
or transfer this Agreement to any successor which becomes Distributor of the
Fund.
8. MISCELLANEOUS
(a) All communications mailed to us should be sent to the above address.
Any notice to you shall be duly given if mailed or delivered to you at the
address specified by you below.
(b) This Agreement constitutes the entire agreement and understanding
between the parties and supercedes any and all prior agreements between the
parties.
(c) This Agreement and the rights and obligations of the parties hereunder
shall be governed by and construed under the laws of the State of Wisconsin.
Very truly yours,
FREEDOM INVESTORS, INC.
By: ----------------------------------------
Xxxxx X. Xxx, President
We accept and agree to the foregoing Agreement as of the date set forth
below.
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(Name of Firm)
By: ----------------------------------------
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(Name and Title)
Address to which all notices
may be mailed or telegraphed
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(Street Address)
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(City, State and Zip Code)
Dated: ----------------------------------------
Please return the signed Freedom Investors copy of this Agreement to:
Freedom Investors, Inc.
Xxxx Xxxxxx Xxx 00
Xxxxxxxx, Xxxxxxxxx 00000-0000.
