Exhibit 99.B6(e)
[PBHG FUND DISTRIBUTORS LETTERHEAD]
BANK ACTING AS AGENT FOR ITS CUSTOMERS
Agreement Relating to Shares of PBHG Advisor Funds, Inc.
PBHG Fund Distributors is the exclusive national distributor of Class A,
Class B and Class I shares (the "Shares") of each of the portfolios (the
"Funds") of PBHG Advisor Funds, Inc. (the "Company"). As exclusive agent for the
Company, we are offering to make available the Shares for purchase by your
customers on the following terms:
1. In all sales of Shares you shall act as agent for your customers, and in
no transaction shall you have any authority to act as agent for the Company, any
Fund or for us.
2. The customers in question are, for all purposes, your customers and not
customers of PBHG Fund Distributors in receiving orders from your customers who
purchase Shares. PBHG Fund Distributors is not soliciting such customers and,
therefore, has no responsibility for determining whether Shares are suitable
investments for such customers.
3. In all cases in which you place orders with us for the purchase of
Shares (a) you are acting as agent for the customer; (b) the transactions are
without recourse against you by the customer; (c) as between you and the
customer, the customer will have full beneficial ownership of the securities;
(d) each such transaction is initiated solely upon the order of the customer;
and (e) each such transaction is for the account of the customer and not for
your account.
4. Orders received from you will be accepted by us only at the public
offering price applicable to each order, as established by the then current
Registration Statement of the appropriate Fund, subject to the discounts
(defined below) provided in such Registration Statement. Following receipt from
you of any order to purchase Shares for the account of a customer, we shall
confirm such order to you in writing. Additional instructions may be forwarded
to you from time to time. All orders are subject to acceptance or rejection by
us in our sole discretion.
5. Members of the general public, including your customers, may purchase
Shares only at the public offering price determined in the manner described in
the current Registration Statement of the appropriate Fund. With
respect to Class A Shares which are being sold with a sales charge (i.e., the
"Load Funds"), you will be allowed to retain an agency fee or concession from
the public offering price provided in such Load Funds' current Registration
Statement. With respect to the Class B Shares and certain large purchases of
Class A Shares which are being sold with a contingent deferred sales charge (the
"CDSC Funds"), you will be paid an agency fee or concession as disclosed in the
then current prospectus. With respect to the Class I Shares which are being sold
without a sales charge or a contingent deferred sales charge (i.e., the "No-Load
Funds"), you will not be allowed to retain any commission or concession. All
agency fees or concessions set forth in any of the Load Funds' or CDSC Funds'
Registration Statement are subject to change without notice by us and will
comply with any changes in regulatory requirements.
6. The table of sales charges and discounts set forth in the current
Registration Statement for the Class A Shares are applicable to all purchases
made at any one time by any "purchaser," as defined in the current Registration
Statement. For this purpose, a purchaser may aggregate concurrent purchases of
Class A Shares of any of the Funds.
7. Reduced sales charges may also be available as a result of quantity
discounts, rights of accumulation or letters of intent. Further information as
to such reduced sales charges, if any, is set forth in the appropriate Fund
Registration Statement. In such case, your discount will be based upon such
reduced sales charge; however, in the case of a letter of intent signed by your
customer, an adjustment to a higher discount will thereafter be made to reflect
actual purchases by your customer if he should fail to fulfill his letter of
intent. You agree to advise us promptly as to the amounts of any sales made by
you to your customers qualifying for reduced sales charges. If you fail to so
advise us of any letter of intent signed by your customer or of any right of
accumulation available to such customer of which such customer has made you
aware, you will be liable to us for the return of any discount plus interest
thereon.
8. By accepting this Agreement you agree:
(a) that you will purchase Shares only from us;
(b) that you will purchase Shares from us only to cover purchase
orders already received from your customers; and
(c) that you will not withhold placing with us orders received from
your customers so as to profit yourself as a result of such
withholdings.
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9. We will not accept from you a conditional order for Shares on any basis.
10. Payment for Shares ordered from us shall be in the form of a wire
transfer or a cashiers check mailed to us. Payment shall be made within three
(3) business days after our acceptance of the order placed on behalf of your
customer. Payment shall be equal to the public offering price less the discount
retained by you hereunder.
11. If payment is not received within [ten (10)] business days of our
acceptance of the order, we reserve the right to cancel the sale or, at our
option, to sell Shares to the Fund at the then prevailing net asset value. In
this event you agree to be responsible for any loss resulting to the Fund from
the failure to make payment as aforesaid.
12. Shares sold hereunder shall be available only in book-entry form on the
books of the Funds' Transfer Agent.
13. No person is authorized to make any representations concerning Shares
of any Fund except those contained in the applicable current Registration
Statement and printed information subsequently issued by the appropriate Fund or
by us as information supplemental to such Registration Statement. You agree that
you will not make Shares available to your customers except under circumstances
that will result in compliance with the applicable Federal and State Securities
and Banking Laws and that you will not furnish to any person any information
contained in the then current Registration Statement or cause any advertisement
to be published in any newspaper or posted in any public place without our
consent and the consent of the appropriate Fund.
14. Sales and exchanges of Shares may only be made in those states and
jurisdictions where Shares are registered or qualified for sale to the public.
We agree to advise you currently of the identity of those states and
jurisdictions in which the Shares are registered or qualified for sales, and you
agree to indemnify us and/or the Funds for any claim, liability, expense or loss
in any way arising out of a sale of Shares in any state or jurisdiction not
identified by us as a state or jurisdiction in which such Shares are so
registered or qualified. We agree to indemnify you for any claim, liability,
expense or loss in any way arising out of a sale of Shares in any state or
jurisdiction identified by us as a state or jurisdiction in which Shares are so
registered or qualified.
15. You shall be solely responsible for the accuracy, timeliness and
completeness of any orders transmitted by you on behalf of your customers by
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wire or telephone for purchases, exchanges or redemptions, and shall indemnify
us against any claims by your customers as a result of your failure to properly
transmit their instructions.
16. All sales will be made subject to our receipt of Shares from the
Company. We reserve the right, in our discretion, without notice, to modify,
suspend or withdraw entirely the offering of any Shares and, upon notice to
change the sales charge or discount or to modify, cancel or change the terms of
this Agreement. You agree that any order to purchase Shares placed by you after
any notice of amendment to this Agreement has been sent to you shall constitute
your agreement to any such agreement.
17. The names of your customers shall remain your sole property and shall
not be used by us for any purpose except for servicing and information mailings
in the normal course of business to Fund Shareholders.
18. Your acceptance of this Agreement constitutes a representation that you
are a "Bank" as defined in Section 3(a)(6) of the Securities Exchange Act of
1934, as amended, and are duly authorized to engage in the transactions to be
performed hereunder.
19. Any notice to us or to you shall be duly given if mailed or telegraphed
to us or to you, as the case may be, at the address specified below or to such
other address as either of us shall have designated in writing to the other.
This Agreement shall be construed on accordance with the laws of the
Commonwealth of Pennsylvania.
20. Notice is hereby given that, as provided by applicable law, the
obligations of or arising out of this Agreement are not binding upon any
trustee, shareholder, officer, employee or agent of the Distributor individually
or personally, but are binding only upon the assets and property of the
Distributor and that the trustees, shareholders, officers, employees and agents
of the Distributor shall be
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entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as stockholders of private corporations for
profit.
PBHG FUND DISTRIBUTORS
Date: By:
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The undersigned agrees to abide by the foregoing terms and conditions.
Date: By:
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Signature
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Print Name Title
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Bank's Name
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Address
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City State Zip
Please sign both copies and return one copy of each to:
PBHG Fund Distributors
000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
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