FORM OF SELECTED DEALER AGREEMENT
Sun Consolidated Securities, Inc.
0000 XX 00xx Xxx, Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (954) ___-____
____________, 1996
[Dealer Name and Address]
Gentlemen:
We have entered into a distribution agreement (the
"Distribution Agreement") with AMquest Matrix Funds,
Inc. (the "Corporation"), a Maryland corporation
registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940
Act"), pursuant to which we act as principal
distributor for the sale of shares (the "Shares") of
each series of the Corporation listed on Schedule A
attached hereto, as may be amended from time to time
(each, a "Fund" and collectively, the "Funds"). Under
the Distribution Agreement, we have the right to enter
into separate selected dealer agreements with
registered and qualified dealers and other financial
institutions of our choice. You have received a copy
of the Distribution Agreement and reference is made
herein to certain provisions thereof. The terms used
herein that are not otherwise defined shall have the
same meaning in this Agreement as in the Distribution
Agreement.
We invite you to participate as a Selected Dealer
in the distribution of Shares of any and all the Funds
upon the following terms and conditions:
1. Orders for Fund Shares.
(a) Orders for the purchase of Shares received
from you and accepted by us will be at the public
offering price applicable to each order, as set forth
in the Prospectus. Orders for the repurchase or
redemption of Shares received from you and accepted by
us will be at the NAV applicable to each order, as set
forth in the Prospectus. All orders are subject to
acceptance by us, and we reserve the right in our sole
discretion to reject any order. We also reserve the
right to establish minimum orders for individual
investors as well as for Selected Dealers.
(b) You agree that your transactions in Shares of
the Funds will be limited to (i) purchases of Shares
from us for the purpose of covering purchase orders
already received by you from your customers, which
purchase orders shall be processed at the public
offering price then in effect, or for your own bona
fide investment, and (ii) repurchases or redemptions
which are made in accordance with the procedures set
forth in the Prospectus.
(c) Except for sales of Shares made pursuant to
plans established by the Corporation providing for the
periodic investment of new monies, purchase orders will
not be accepted by us for less than the minimum dollar
amounts set forth in the Prospectus.
(d) You agree that you will not withhold placing
customers' orders so as to profit yourself as a result
of such withholding.
(e) Settlement of sales shall be made within
three (3) business days after our acceptance of a
purchase order. If payment is not so received or made,
the sale may be canceled forthwith without any respon
sibility or liability on our part or on the part of the
Corporation (in which case you will be responsible for
any loss, including loss of profit suffered by the
Corporation as a result of your failure to make payment
as aforesaid), or, at our option, we may sell on your
behalf the Shares ordered back to the Corporation (in
which case we may hold you responsible for any loss
suffered by us as a result of your failure to make
payment as aforesaid).
(f) You are hereby authorized (i) to place
purchase orders directly with the Transfer Agent for
Shares of any Fund, subject to the applicable terms and
conditions governing the placement of orders for the
purchase of Shares as set forth in the Distribution
Agreement, and (ii) to tender Shares of any Fund
directly to the Transfer Agent for repurchase or
redemption, subject to the applicable terms and
conditions governing the redemption of Shares as set
forth in the Distribution Agreement.
2. Compensation.
(a) You will be compensated for your services
herein with respect to sales made by you to persons who
are not excepted from having to pay a sales load on the
basis of a dealer concession from the public offering
price, as established in the Prospectus. You will not,
however, be compensated for your services herein with
respect to sales made to persons who, according to the
Prospectus, may purchase Shares of a Fund at net asset
value (without the imposition of a sales load). The
sales load and related dealer concession applicable to
sales of Shares of the Funds may be increased or
decreased in our discretion in the manner described in
Paragraph 5(a) below.
(b) In certain cases as specified in the
Prospectus, investors may be entitled to a reduction in
sales load on purchases of Shares made pursuant to a
letter of intent (a "LOI"). In such cases, the dealer
concession payable to you will be based upon a reduced
sales load, as described in the Prospectus; subject,
however, to adjustment to a higher concession amount to
reflect the investor's actual purchases in the event
such investor should fail to fulfill his LOI.
(c) In addition to the LOI, in certain cases as
specified in the Prospectus, a reduced sales load may
be applicable with respect to investor accounts through
a right of accumulation (a "ROA") under which investors
are permitted to purchase Shares in one or more of the
Funds at the sales charge applicable to the sum of (i)
the dollar amount then being purchased and (ii) the
higher of the current value or the actual purchase
price of all Shares already held by the investor, his
spouse and their minor children. In such case, you
agree to furnish to us sufficient information to permit
us to confirm the qualification for a reduced sales
load. Acceptance by us of a purchase order made
pursuant to a ROA is subject to such confirmation.
(d) If any Shares sold to you under the terms of
this Agreement are redeemed by a Fund, repurchased for
the account of a Fund, or are tendered to a Fund for
redemption or repurchase 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 any dealer
concession allowed to you on the original sale, and we
agree to pay the amount of any such dealer concession
to the appropriate Fund when received by us. We also
agree to pay to the Fund the amount of our share, if
any, of any sales load on the original sale of such
Shares.
3. Representations, Warranties and Covenants.
(a) You represent that you are registered as a
broker-dealer with the SEC and a member in good
standing of the NASD. In addition, you represent that
you are an entity duly organized and validly existing
under the laws of your state of incorporation or
organization and that you are empowered under
applicable laws, your organization documents to enter
into and perform this Agreement and that there are no
impediments, prior or existing, regulatory, self-
regulatory, administrative, civil or criminal,
affecting your ability to perform hereunder.
(b) You agree that in offering and selling Shares
of any Fund, you will abide by all applicable rules of
the NASD and all applicable federal and state rules and
regulations
(c) You agree to offer and sell Shares of the
Funds only in those states in which such Shares may
legally be offered for sale and where you are qualified
to act as a broker-dealer.
(d) You agree that neither you nor any of your
officers, directors, registered representatives or
other employees are authorized to make any
representation concerning any Fund or its Shares except
those contained in the Prospectus, Statement of
Additional Information ("SAI"), sales material approved
by us, and printed information subsequently issued by
us or the Corporation as information supplemental to
the Prospectus. In offering and selling Shares which
you have purchased from us, you and such other persons
listed above shall rely solely on the representations
contained in the Prospectus, SAI, sales material, and
supplemental information mentioned above.
(e) You agree that in connection with offers and
sales of Shares, you will furnish to each person to
whom any such offer or sale is made, a copy of the
Prospectus at or prior to the time of offering or sale,
and, with respect to persons who purchase Shares, you
agree thereafter to deliver to such purchasers copies
of the Corporation's annual and interim reports and
proxy solicitation materials. You further agree to
endeavor to obtain proxies from such purchasers. We
agree to supply to you additional copies of the
Prospectus, SAI, annual or interim reports, proxy
solicitation materials, and sales literature in
reasonable quantities upon request. You agree not to
use any other advertising or sales material relating to
the Funds, unless forwarded to our attention for review
and approval prior to use.
4. Indemnification. We agree to indemnify you
and your officers, directors and controlling persons
(within the meaning of the federal securities laws) for
any liability and expenses, including reasonable
attorneys' fees, which may be sustained by you and/or
such other persons in connection with rendering
services hereunder as a result of our willful
misfeasance, bad faith, gross negligence, or reckless
disregard of our duties under this Agreement. You
agree to indemnify us and our officers, directors and
controlling persons (within the meaning of the federal
securities laws) for any liability and expenses,
including reasonable attorneys' fees, which may be
sustained by us and/or such other persons as a result
of your willful misfeasance, bad faith, gross
negligence, or reckless disregard of your duties under
this Agreement.
5. Miscellaneous.
(a) All sales will be subject to receipt of
Shares by us from the applicable Fund. We reserve the
right in our discretion without notice to you to
suspend sales or withdraw any offering of Shares
entirely or with respect to one or more Funds, or to
change the public offering prices, sales loads or
dealer concessions, as provided in the Prospectus. We
further reserve the right upon written notice to you to
amend this Agreement to include one or more additional
Funds, to exclude from this Agreement one or more Funds
then covered by this Agreement, to increase or decrease
the amount of any concessions to be paid to you by us
on the sale of Shares of any of the Funds, or otherwise
amend or cancel this Agreement with respect to one or
more Funds. You agree that any order to purchase
Shares of a Fund placed by you after your receipt of a
revised or supplemented Prospectus and reflecting any
such amendment, or your receipt of written notice of
any such amendment, as the case may be, shall
constitute your agreement to such amendment.
(b) In no transaction shall you have any
authority whatsoever to act as agent of the
Corporation, a Fund, us, or any other Selected Dealer
and nothing in this Agreement shall constitute either
of us the agent of the other. Except as otherwise
indicated herein, all transactions in Shares between
you and us are as principal, each for his own account.
This Agreement shall not be assignable by you.
(c) Any notice under this Agreement shall be in
writing, delivered or mailed, postage prepaid, or
transmitted by facsimile with acknowledgment of
receipt, to the other party as follows: if to you, at
the address as specified below; if to us, at the
address as specified on the first page of this
Agreement.
(d) All expenses incurred in connection with your
activities under this Agreement shall be borne by you.
(e) This Agreement shall become effective on the
date accepted by you, as reflected on the signature
page hereof. Each party hereto has the right to cancel
this Agreement either in its entirety or with respect
to any one or more Funds upon written notice to the
other party. Notwithstanding anything to the contrary
contained herein, this Agreement will automatically
terminate without notice upon your expulsion or
suspension from the NASD.
(f) This Agreement shall be construed in
accordance with the laws of the State of Florida;
provided, however, that nothing herein shall be
construed in a manner inconsistent with the 1940 Act,
the 1933 Act, the Securities Exchange Act of 1934, as
amended, any rule or order of the SEC under such Acts
or any rule of the NASD.
Sincerely,
SUN CONSOLIDATED SECURITIES, INC.
Xxxxxxx X. Xxxxx,
President
The undersigned has caused this Agreement to be
executed by its duly authorized officer as of this ____
day of ____________, 19__, to evidence its acceptance
to become a Selected Dealer and agrees to abide by the
foregoing terms and conditions.
(Selected Dealer)
By:
Its:
(Address)
(Facsimile Number)
Please return one signed copy of this Agreement to Sun
Consolidated Securities, Inc. at the address indicated
on the first page of this Agreement.
Schedule A
Separate Series of AMquest Matrix Funds, Inc.
Name of Series
AMquest Matrix Income Fund
AMquest Matrix Total Return Fund
AMquest Matrix Growth Fund
