EXHIBIT 99.B6B
XXXXXX & ASSOCIATES, INC.
Xxx Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
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SELLING GROUP AGREEMENT
UNIVERSAL CAPITAL INVESTMENT TRUST
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Name of Firm
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Address of Principal Office
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City State Zip Code
Ladies and Gentlemen:
We are the distributor of the shares ("Shares") of Universal Capital
Investment Trust (the "Trust"), a Massachusetts business trust. We understand
that you are a member of the National Association of Securities Dealers, Inc.
(the "NASD") and, on the basis of such understanding, invite you to become a
member of the Selling Group to distribute the Shares of the Trust on the
following terms:
1. You agree to abide by the Rules of Fair Practice, the Constitution and
By-Laws of the NASD and all other rules and regulations that are now or may
become applicable to transactions hereunder.
2. Orders for Shares received from you and accepted by us will be at the
public offering price applicable to each order in accordance with the then
current effective Prospectus relating to the Shares. The procedure relating to
the handling of orders shall be subject to instructions which we shall forward
from time to time to all members of the Selling Group. All orders are subject
to acceptance by us and we reserve the right in our sole discretion to reject
any order in whole or in part.
3. You shall be entitled to receive from the public offering price of
Shares sold by you the portion of sales commission which is retained by selling
dealers as set forth in the then current effective Prospectus relating to the
Shares, except during any period designated by us as a period during which
shares may be purchased without a sales commission. In addition, the Trust will
remit to us, as distributor of the Shares, an amount equal to an annual rate of
0.50% of the average net asset value of each Fund in accordance with the
Distribution Plan adopted by the Trust under the Investment Company Act of 1940
("Distribution Plan"). In turn, we will pay you, in accordance with the
provisions of the Distribution Plan, (i) a service fee in an amount equal to the
annual rate of .25% of the average daily net asset value of Shares owned by
shareholders for whom you perform account servicing (as defined in the
Distribution Plan) or for whom you are the dealer or holder of record; and (ii)
additional sales compensation in an amount equal to .25% of the average daily
net asset value of such shares; provided, however, that you are not entitled to
receive any reimbursement in the event that we cease to receive payments from
the Trust on account of Shares under the Distribution Plan and our reimbursement
to you will be reduced to the extent the payment to us from the Trust is
reduced. Payments to you shall be made quarterly after the end of the quarter
for which reimbursement is being made. There shall be no commissions payable on
the purchase of Shares through the direct reinvestment of any distributions made
by the Trust, which shall be at the current net asset value.
4. All purchases of Shares made under any cumulative purchase privilege
or letter of intent as set forth in the then current effective Prospectus
relating to the Shares shall be considered a collective individual transaction
for the purpose of determining the commission to which you are entitled as set
forth in paragraph 3 hereof.
5. As a member of the Selling Group, you agree to purchase Shares only
through us or from your customers. Purchases through us shall be made only for
the purpose of covering purchase orders already received from your customers,
and we agree that we will not place orders for the purchase of Shares from the
Trust except to cover purchase orders already received by us. Purchases from
your customers shall be at a price not less than the net asset value quoted by
the Trust at the time of such purchase.
6. You agree that you will not withhold placing customers' orders so as
to profit yourself as a result of such withholding.
7. You agree to sell Shares only (a) to your customers at the public
offering price then in effect or (b) to us as agent for the Trust or to the
Trust itself at the redemption price, as described in the Trust's then current
effective Prospectus relating to the Shares.
8. Settlement shall be made promptly, but in no case later than five (5)
business days after our acceptance of the order or, if so specified by you, we
will make delivery by draft on you, the amount of which draft you agree to pay
on presentation to you. If payment is not so received or made, the right is
reserved forthwith to cancel
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the sale or, at our option, to resell the Shares to the Trust at the then
prevailing public offering price in which latter case you agree to be
responsible for any loss resulting to the Trust or to us from your failure to
make payment as aforesaid.
9. If any Shares sold to you under the terms of this Agreement are
repurchased by the Trust or by us as agent, or are tendered to the Trust for
redemption within seven (7) business days after the date of our confirmation to
you of your original purchase order therefor, you agree to pay forthwith to us
the full amount of the commission allowed to you on the original sale and we
agree to pay such amount to the Trust when received by us. We shall notify you
of such repurchase within ten (10) days of the effective date of such
repurchase.
10. All sales will be subject to receipt of Shares by us from the Trust.
We reserve the right in our discretion without notice to you to suspend sales or
withdraw the offering of Shares entirely, or to modify or cancel this Agreement,
which shall be construed in accordance with the laws of the State of Illinois.
All sales shall be subject to the terms and provisions set forth in the then
current effective Prospectus relating to the Shares.
11. No person is authorized to make any representations concerning the
Trust or its Shares except those contained in the then current effective
Prospectus or Statement of Additional Information relating to the Shares and any
such information as may be released by the Trust as information expressly
supplemental to such Prospectus or Statement of Additional Information. In
purchasing Shares through us you shall rely solely on the representations
contained in the then current effective Prospectus or Statement of Additional
Information relating to the Shares and supplemental information mentioned above.
12. Additional copies of any such Prospectus(es) or Statements of
Additional Information and any printed information issued as supplemental to
such Prospectus(es) or Statements of Additional Information will be supplied by
us to members of the Selling Group in reasonable quantities upon request.
13. In no transaction shall you have any authority whatever to act as
agent of the Trust or of us or of any other member of the Selling Group, and
nothing in this agreement shall constitute either of us the agent of the other
or shall constitute you or the Trust the agent of the other. In all
transactions in the Shares between you and us, we are acting as agent for the
Trust and not as principal.
14. All communications to us shall be sent to us at Xxx Xxxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000. Any notice to you shall be duly
given if mailed or electronically sent to you at your address as registered from
time to time with the NASD.
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15. This Agreement may be terminated upon written notice by either party
at any time, and shall automatically terminate upon its attempted assignment by
you, whether by operation of law or otherwise, or by us otherwise than by
operation of law.
16. We reserve the right, from time to time and for limited periods, to
increase the sales commission you are entitled to receive under paragraph 3, but
in no event will such sales commission be in excess of the maximum sales
commission as set forth in the then current effective Prospectus relating to the
Shares.
17. By accepting this Agreement, you represent that you are registered as
a broker-dealer under the Securities Exchange Act of 1934, are qualified to act
as a dealer in the states or other jurisdictions where you transact business,
and are a member in good standing of the NASD and you agree that you will
maintain such registrations, qualification, and membership in good standing in
full force and effect throughout the term of this Agreement. You further agree
to comply with all applicable Federal laws, the laws of the states or other
jurisdictions concerned, the rules and regulations promulgated thereunder and
the Constitution, By-Laws and Rules of Fair Practice of the NASD and that you
will not offer or sell Shares in any state or jurisdiction where they may not
lawfully be offered and/or sold by you. You agree to indemnify us and the Trust
and to hold us and the Trust harmless from any damage or expense on account of
any wrongful act or omission, not in compliance with this Agreement by you or
any of your employees, representatives or agents.
If you are offering and selling Shares in jurisdictions outside the
several states, territories, and possessions of the united States and are not
otherwise required to be registered, qualified, or a member of the NASD, as set
forth above, you nevertheless agree to observe the applicable laws of the
jurisdiction in which such offer and/or sale is made, to comply with the full
disclosure requirements of the Securities Act of 1933 and the regulations
promulgated thereunder, to conduct your business in accordance with the spirit
of the Rules of Fair Practice of the NASD and to obey all applicable laws and
regulations.
18. This Agreement shall become effective upon receipt by us of a signed
copy hereof, and shall supersede any and all prior Selling Group agreements
relating to the Shares. All amendments to this Agreement shall take effect with
respect to and on the date of any orders placed by you after the date set forth
in the notice of amendment sent to you by the undersigned.
Dated:
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XXXXXX & ASSOCIATES, INC.
By:
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The undersigned accepts your invitation to become a member of the Selling
Group and agrees to abide by the foregoing terms and conditions. The
undersigned acknowledges receipt of Prospectuses relating to the Shares for use
in connection with this offering.
Dated: Firm Name:
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Address:
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By:
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(Authorized Signature)
The above Agreement should be executed in duplicate and one copy returned to
Xxxxxx & Associates, Inc.
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