EXHIBIT 6(B)
Form of Selected Dealers Agreement
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SELECTED DEALERS AGREEMENT
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Re: Continuous Offering of Principal Preservation Portfolios. Inc.
Gentlemen:
X.X. Xxxxxxx and Company ("Xxxxxxx") as the Distributor of the shares of
each series (each "Portfolio") of Principal Preservation Portfolios, Inc. (the
"Fund"), understands that you are a member in good standing of the National
Association of Securities Dealers, Inc. (your signature below shall constitute a
representation of such membership in good standing) and, on the basis of such
understanding, invites you to become a Selected Dealer to distribute any or all
shares of each Portfolio of the Fund on the following terms:
1. You and ourselves agree to abide by the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. ("NASD") and all other federal
and state rules and regulations that are now or may become applicable to
transactions hereunder. Your expulsion or suspension from the NASD will
automatically terminate this Agreement without notice. Xxxxxxx may terminate
this Agreement at any time upon notice.
2. Orders for shares received from you and accepted by us will be at the
public offering price applicable to each order, as established by the then
effective prospectus of the Fund. The procedure relating to the handling of
orders shall be subject to instructions which we will forward from time to time
to all Selected dealers. All orders are subject to acceptance by us at 000
Xxxxx Xxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxx 00000; Attention: Mutual Fund
Department, and we reserve the right in our sole discretion to reject any order.
We also reserve the right to establish minimum orders for individual purchasers
as well as for Selected Dealers.
3. Selected Dealers will be allowed the concessions from the public
offering price as set forth in the then current prospectus of the Fund, or as
may be determined by Xxxxxxx. The Sales Charge and Dealer Concession may be
changed at our discretion and we will advise you of any such change.
4. You agree that your transactions in shares of the Fund will be limited
to the purchase of shares from us for resale to your customers at the public
offering price then in effect or for your bona fide investment and to
repurchases which are made in accordance with the procedures set forth in the
then current prospectus of the Fund.
5. Except for sales pursuant to plans established by the Fund with an
agent bank and providing for the periodic investment of new monies, orders will
not be accepted for less than the number of shares or dollar amount set forth in
the then current prospectus of the Fund.
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 to your customers at the applicable
public offering price or to the Fund or us as Distributor for the Fund at net
asset value, in each case determined as set forth in the Fund's Prospectus.
8. An investor will be entitled to a reduction in Sales Charge on
purchases made under a Letter of Intent in accordance with the Fund's then
current prospectus. In such a case, your Dealer's Concession will be paid based
upon the Reduced Sales Charge, but adjustment to a higher Dealer's Concession
will thereafter be made to reflect actual purchases by the investor if he should
fail to fulfill his Letter of Intent. A Portfolio may offer to sell to certain
classes of purchasers at net asset value as described in the current prospectus.
No dealer concession will be paid on such sales; however, the Distributor may
make a payment or payments, out of its own funds, to the Selected Dealer.
9. Settlement shall be made within five business days after our
acceptance of the order. If payment is not so received or made, we reserve the
right forthwith to cancel the sale, or, at our option, to sell the shares at the
then prevailing net asset value in which latter case you agree to be responsible
for any loss resulting to any Portfolio of the Fund or to us from your failure
to make payments as aforesaid.
10. If shares sold to you under the terms of this Agreement are redeemed
by the Fund or repurchased for the account of the Fund or are tendered to the
Fund for redemption or repurchase within seven 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 concession allowed to you on the
original sale and we agree to pay such amount to the Fund when received by us.
We also agree to pay to the Fund the amount of our share of the Sales Charge on
the original sale of such shares.
11. If any shares are repurchased from you by the Fund, or by us for the
account of the Fund, such shares shall be tendered in good order within ten
business days. If shares are not tendered within such time period the right is
reserved to cancel, at any subsequent time, the repurchase order, or, at our
option, to reacquire such number of shares at the net asset value next computed,
in which latter case you will agree to be responsible for any loss resulting
from your failure to deliver such shares.
12. All sales will be subject to receipt of shares by us from the Fund.
We reserve the right in our discretion without notice to you to suspend sales or
withdraw any offering of shares entirely or to change the offering prices as
provided in the Fund's prospectus or, upon notice, to amend or cancel this
Agreement, which shall be construed in accordance with the laws of the State of
Wisconsin. You agree that any order to purchase shares of any Portfolio of the
Fund placed by you after notice of any such amendment has been sent to you shall
constitute your agreement to any such amendment.
13. No person is authorized to make any representation concerning the Fund
or the shares of any Portfolio except those contained in the Fund's effective
prospectus and any such information as may be officially designated as
information supplemental to the prospectus. In purchasing shares from us you
shall rely solely on the representations contained in the effective prospectus
and supplemental information above mentioned.
14. We will supply to Selected Dealers additional copies of the then
effective prospectus in reasonable quantities upon request. All expenses
incurred in connection with your activities under this Agreement shall be borne
by you.
15. In no transaction shall you have any authority whatever to fact as
agent of the Fund or of us or of any other Selected Dealer and nothing in this
Agreement shall constitute either of us the agent of the other or shall
constitute you or the Fund the agent of the other. Except as otherwise
indicated herein, all transactions in these shares between you and us are as
principal, each for his own account. This Agreement shall not be assignable by
you.
16. Any notice to you shall be duly given if mailed or telegraphed to you
at your address as registered from time to time with the NASD. Any notice to
Xxxxxxx shall be sent to 000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxx 00000,
Attention: Mutual Fund Department.
17. This Agreement constitutes the entire agreement between Xxxxxxx and
the undersigned Selected Dealer and supersedes all prior oral or written
agreements between the parties hereto. This Agreement may be amended by
Addendum thereto which need not be executed by the Selected Dealer. Such
Addendum may be used, for example, to add additional Portfolios to the Fund, and
shall be effective as to each Selected Dealer upon making a trade in the shares
of any Portfolio of the Fund.
Sincerely,
X.X. XXXXXXX AND COMPANY
BY /s/
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The undersigned accepts your invitation to become a Selected Dealer and
agrees to abide by the foregoing terms and conditions.
Signed , 19 .
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(Selected Dealer)
BY
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(Authorized Signature)
