TANAKA FUNDS, INC.
DEALER AGREEMENT
AmeriPrime Financial Securities, Inc. (the "Distributor") invites you,
as a selected dealer, to participate as principal in the distribution of shares
(the "Shares") of the mutual funds set forth on Schedule A to this Agreement
(the "Funds"), of which it is the exclusive Distributor. Distributor agrees to
sell to you, subject to any limitations imposed by the Funds, Shares issued by
the Funds and to promptly confirm each sale to you. All sales will be made
according to the following terms:
1. All offerings of any of the Shares by you must be made at the
public offering prices, and shall be subject to the conditions of offering, set
forth in the then current Prospectus of the applicable Fund and to the terms and
conditions herein set forth, and you agree to comply with all requirements
applicable to you of all applicable laws, including federal and state securities
laws, the rules and regulations of the Securities and Exchange Commission, and
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. (the "NASD"), including Section 24 of the Rules of Fair Practice of the
NASD. You will not offer the Shares for sale in any state or other jurisdiction
where they are not qualified for sale under the Blue Sky Laws and regulations of
such state or jurisdiction, or where you are not qualified to act as a dealer.
Upon request to Distributor, Distributor will inform you as to the states or
other jurisdictions in which Distributor believes the Shares may legally be
sold.
2. (a) On sales of Shares which are made subject to a sales charge,
you will receive a discount from the public offering price ("concession") on all
Shares purchased by you from Distributor as indicated on Schedule A, as it may
be amended by Distributor from time to time.
(b) In all transactions in open accounts in which you are designated as Dealer
of Record, you will receive the concessions as set forth on Schedule A.
On sales of Shares which are subject to an asset-based fee or sales
charge payable to the selling dealer, you will be paid any continuing fees
("Fees") in accordance with any applicable plan of distribution adopted by the
applicable Fund as in effect from time to time (in accordance with SEC Rule
12b-1 and NASD Conduct Rule 2830) as set forth in the applicable Fund's
Prospectus or Statement of Additional Information. (See Schedule A.)
You hereby authorize Distributor to act as your agent in connection
with all transactions in open accounts in which you are designated as Dealer of
Record. All designations as Dealer of Record, and all authorizations of
Distributor to act as your agent pursuant thereto, shall cease upon the
termination of this Agreement or upon the investor's instructions to transfer
his open account to another Dealer of Record. No dealer concessions or Fees will
be allowed on purchases generating less than $1.00 in dealer concessions or
Fees.
(e) As the exclusive Distributor of the Shares, Distributor reserves the
privilege of revising the discounts and Fees specified on Schedule A at any time
by written notice.
3. Concessions and Fees will be paid to you at the address of your
principal office, as indicated below in your acceptance of this Agreement.
4. Distributor reserves the right to cancel this Agreement at any time
without notice if any Shares shall be offered for sale by you at less than the
then current public offering prices determined by, or for, the Funds.
5. All orders are subject to acceptance or rejection (in whole or in
part) by Distributor in its sole discretion. Distributor reserve the right, in
its discretion, without notice, to suspend sales or withdraw the offering of
Shares entirely.
6. Payment shall be made to the Funds and shall be received by its
Transfer Agent within three (3) business days after the acceptance of your order
or such shorter time as may be required by law. With respect to all Shares
ordered by you for which payment has not been received, you hereby assign and
pledge to Distributor all of your right, title and interest in such Shares to
secure payment therefor. You appoint Distributor as your agent to execute and
deliver all documents necessary to effectuate any of the transactions described
in this paragraph. If such payment is not received within the required time
period, Distributor reserves the right, without notice, and at its option,
forthwith (a) to cancel the sale, (b) to sell the Shares ordered by you back to
the Funds, or (c) to assign your payment obligation, accompanied by all pledged
Shares, to any person. You agree that Distributor may hold you responsible for
any loss, including loss of profit, suffered by the Funds, its Transfer Agent or
Distributor, resulting from your failure to make payment within the required
time period.
7. No person is authorized to make any representations concerning
Shares of the Funds except those contained in the current applicable Prospectus
and Statement of Additional Information and in sales literature issued and
furnished by Distributor supplemental to such Prospectus. Distributor will
furnish additional copies of the current Prospectus and Statement of Additional
Information and such sales literature and other releases and information issued
by Distributor in reasonable quantities upon request.
8. Under this Agreement, you act as principal and are not employed by
Distributor as broker, agent or employee. You are not authorized to act for
Distributor nor make any representation on its behalf; and in purchasing or
selling Shares hereunder, you rely only upon the current Prospectus and
Statement of Additional Information furnished to you by Distributor from time to
time and upon such written representations as may hereafter be made by
Distributor to you over its signature.
9. You appoint the Transfer Agent for the Funds as your agent to
execute the purchase transactions of Shares in accordance with the terms and
provisions of any account, program, plan or service established or used by your
customers and to confirm each purchase to your customers on your behalf, and you
guarantee the legal capacity of your customers so purchasing such Shares and any
co-owners of such Shares.
10. You will (a) maintain all records required by law relating to
transactions in the Shares, and upon the request of Distributor, or the request
of the Funds, promptly make such of these records available to Distributor or to
the Funds as are requested, and (b) promptly notify Distributor if you
experience any difficulty in maintaining the records required in the foregoing
clause in an accurate and complete manner. In addition, you will establish
appropriate procedures and reporting forms and schedules, approved by
Distributor and by the Funds, to enable the parties hereto and the Funds to
identify all accounts opened and maintained by your customers.
11. Each party hereto represents that it is at present, and at all
times during the term of this Agreement will be, a member in good standing of
the NASD and agrees to abide by all its Rules of Fair Practice including, but
not limited to, the following provisions:
(a) You shall not withhold placing customers' orders for any Shares so
as to profit yourself as a result of such withholding. You shall not purchase
any Shares from Distributor other than for investment, except for the purpose of
covering purchase orders already received.
(b) All conditional orders received by Distributor must be at a
specified definite price.
(c) If any Shares purchased by you are repurchased by the Funds (or by
Distributor for the account of the Funds) or are tendered for redemption within
seven business days after confirmation of the original sale of such Shares (1)
you agree to forthwith refund to Distributor the full concession allowed to you
on the original sale, such refund to be paid by Distributor to the Funds, and
(2) Distributor shall forthwith pay to the Funds that part of the discount
retained by Distributor on the original sale. Notice will be given to you of any
such repurchase or redemption within ten days of the date on which the
repurchase or redemption request is made.
(d) Neither Distributor, as exclusive Distributor for the Funds, nor
you as principal, shall purchase any Shares from a record holder at a price
lower than the net asset value then quoted by, or for, the Funds. Nothing in
this sub-paragraph shall prevent you from selling Shares for the account of a
record holder to Distributor or the Funds at the net asset value currently
quoted by, or for, the Funds and charging the investor a fair commission for
handling the transaction.
(e) You warrant on behalf of yourself and your registered
representatives and employees that any purchase of Shares at net asset value by
the same pursuant to the terms of the Prospectus of the applicable Fund is for
investment purposes only and not for purposes of resale. Shares so purchased may
be resold only to the Fund which issued them.
12. You agree that you will indemnify Distributor, each Fund, each
Fund's Transfer Agent, each Fund's Investment Adviser, and each Fund's Custodian
and hold such persons harmless from any losses, claims, liabilities and expenses
(including legal expenses) relating to the lawfulness of your company's
participation in this Agreement and the transactions contemplated hereby or
relating to any activities of any persons or entities affiliated with your
company which are performed in connection with the discharge of your
responsibilities under this Agreement. If any claims are asserted, the
indemnified parties shall have the right to engage in their own defense,
including the selection and engagement of legal counsel of their choosing, and
all costs of such defense shall be borne by you.
13. This Agreement will automatically terminate in the event of its
assignment. Either party hereto may cancel this Agreement without penalty upon
ten days' written notice. This Agreement may also be terminated as to any Fund
at any time without penalty by the vote of a majority of the members of the
Board of Directors of the terminating Fund who are not "interested persons" (as
such term is defined in the Investment Company Act of 1940) or by a vote of a
majority of the outstanding voting securities of the terminating Fund on ten
days' written notice.
14. All communications to Distributor should be sent to AmeriPrime
Financial Securities, Inc., 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx
00000, or at such other address as Distributor may designate in writing. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
of your principal office, as indicated below in your acceptance of this
Agreement.
15. This Agreement supersedes any other agreement with you relating to
the offer and sale of the Shares, and relating to any other matter discussed
herein.
16. This Agreement shall be binding (i) upon placing your first order
with Distributor for the purchase of Shares, or (ii) upon receipt by Distributor
in Southlake, Texas of a counterpart of this Agreement duly accepted and signed
by you, whichever shall occur first. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
17. The undersigned, executing this Agreement on behalf of Dealer,
hereby warrants and represents that he is duly authorized to so execute this
Agreement on behalf of Dealer.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us one copy of this Agreement.
AMERIPRIME FINANCIAL SECURITIES, INC.
By: _____________________________________
Xxxxxxx X. Xxxxxxxxxxxx, President
ACCEPTED BY DEALER:
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Firm Name
By: _____________________________________
Authorized Signature, Position
__________________________________
Type or Print Name
ADDRESS (Principal Office):
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Date: ___________________________________
SCHEDULE A
TANAKA FUNDS, INC.
FUND NAME CUSIP
TANAKA Growth Fund
[Insert information regarding Concessions and Fees]
Class A
Class B
Class R
