Exhibit 99.B6(d)
PBHG FUND DISTRIBUTORS
000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
SELECTED DEALER AGREEMENT
FOR PBHG ADVISOR FUNDS, INC.
To the Undersigned Selected Dealer:
Gentlemen:
PBHG Fund Distributors, as the exclusive national distributor of the Class A,
Class B and Class I shares of the common stock (the "Shares") of each of the
portfolios (the "Funds") of PBHG Advisor Funds, Inc. (the "Company"),
understands that you are a member in good standing of the National Association
of Securities Dealers, Inc. ("NASD"), or, if a foreign dealer, that you agree to
abide by all of the rules and regulations of the NASD for purposes of this
Agreement (which you confirm by your signature below). In consideration of the
mutual covenants stated below, you and we hereby agree as follows:
1. Sales of Shares through you will be at the public offering price of such
Shares (the net asset value of the Shares plus any sales charge applicable
to such Shares), as determined in accordance with the then effective
prospectus used in connection with the offer and sale of Shares (the
"Prospectus"), which public offering price may reflect scheduled variations
in, or the elimination of, the sales charge on sales of the Funds' Shares
either generally to the public or in connection with special purchase plans,
as described in the Prospectus. You agree that you will apply any scheduled
variation in, or elimination of, the Sales Charge uniformly to all offerees
in the class specified in the Prospectus.
2. You agree to purchase Shares solely through us and only for the purpose of
covering purchase orders already received from customers or for your own
bona fide investment. You agree not to purchase for any other securities
dealer unless you have an agreement with such other dealer or broker to
handle clearing arrangements and then only in the ordinary course of
business for such purpose and only if such other dealer has executed a
Selected Dealer Agreement with us. You also agree not to withhold any
customer order so as to profit therefrom.
3. The procedures relating to the handling of orders shall be subject to
instructions which we will forward from time to time to all selected dealers
with whom we have entered into a Selected Dealer Agreement. The minimum
initial order shall be specified in the Funds' then current prospectuses.
All purchase orders are subject to receipt of Shares by us from the Funds
concerned and to acceptance of such orders by us. We reserve the right in
our sole discretion to reject any order.
4. With respect to Class A Shares which are sold with a Sales Charge (the "Load
Funds"), you will be allowed the concessions from the public offering price
provided in the Prospectus. 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 a commission or
concession as disclosed in the CDSC Fund's then current Prospectus. With
respect to the Class I Shares and the Class A Shares of the PBHG Advisor
Cash Reserves Fund (the "No-Load Funds"), you will receive no compensation
from the Fund or the Distributor. For the purposes of this Agreement the
terms "Sales Charge" and "Dealer Concession" apply only to the Load Funds
and the CDSC Funds. All commissions and concessions are subject to change
without notice by us and will comply with any changes in regulatory
requirements. You agree that you will not combine customer orders to reach
breakpoints in commissions for any purpose whatsoever unless authorized by
the Prospectus or by us in writing.
5. You agree that your transactions in Shares will be limited to (a) the
purchase of Shares from us for resale to your customers at the public
offering price then in effect or for your own bona fide investment, (b)
exchanges of Shares between Portfolios as permitted by the then current
registration statement (which includes the Prospectus) and in accordance
with procedures as they may be modified by us from time to time, and (c)
transactions involving the redemption of Shares or the repurchase of Shares
by us as an accommodation to shareholders. Redemptions by a Fund and
repurchases by us will be effected in the manner and upon the terms
described in the Prospectus. We will, upon your request, assist you in
processing such orders for redemptions or repurchases. To facilitate prompt
payment following a redemption or repurchase of Shares, the owner's
signature shall appear as registered on the Funds' records and, as described
in the Prospectus, it may be required to be guaranteed by a commercial bank,
trust company or a member of a national securities exchange.
6. Sales and exchanges of Shares may only be made in those states and
jurisdictions where the 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 sale, 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
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Shares in any state or jurisdiction in which such Shares are not so
registered or qualified.
7. We shall accept orders only on the basis of the current offering price. You
agree to place orders in respect of Shares immediately upon the receipt of
orders from your customers for the same number of shares. Orders which you
receive from your customers shall be deemed to be placed with us when
received by us. Orders which you receive prior to the close of business, as
defined in the Prospectus, and placed with us within the time frame set
forth in the Prospectus shall be priced at the offering price next computed
after they are received by you. We will not accept from you a conditional
order on any basis. All orders shall be subject to confirmation by us.
8. Your customer will be entitled to a reduction in the Sales Charge on
purchases made under a Letter of Intent or Right of Accumulation described
in the Prospectus. In such case, your Dealer's Concession 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 Dealer's Concession will
thereafter be made to reflect actual purchases by your customer if he should
fail to fulfill his Letter of Intent. When placing wire trades, you agree to
advise us of any Letter of Intent signed by your customer or of any Right of
Accumulation available to him of which he has made you aware. If you fail to
so advise us, you will be liable to us for the return of any commissions
plus interest thereon.
9. You and we agree to abide by the Conduct Rules applicable to NASD members
and all other federal and state rules and regulations that are now or may
become applicable to transactions hereunder. Your expulsion from the NASD
will automatically terminate this Agreement without notice. Your suspension
from the NASD or a violation by you of applicable state and federal laws and
rules and regulations of authorized regulatory agencies will terminate this
Agreement effective upon notice received by you from us. You agree that it
is your responsibility to determine the suitability of any Shares as
investments for your customers, and that PBHG Fund Distributors has no
responsibility for such determination.
10. With respect to the Load Funds and the CDSC Funds, and unless otherwise
agreed, settlement shall be made at the offices of the Funds' transfer agent
within three (3) business days after our acceptance of the order. With
respect to the No-Load Funds, settlement will be made only upon receipt by
the Fund of payment in the form of federal funds. If payment is not so
received or made 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
the Shares to the Funds at the then prevailing net asset value. In this
event, or in the event that you cancel the trade for any reason, you agree
to be responsible for
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any loss resulting to the Funds or to us from your failure to make payments
as aforesaid. You shall not be entitled to any gains generated thereby.
11. If any Shares of any of the Load Funds sold to you under the terms of this
Agreement are redeemed by the Fund or repurchased for the account of the
Funds or are tendered to the Funds for redemption or repurchase within seven
(7) business days after the date of our confirmation to you of your original
purchase order therefore, you agree to pay up 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.
12. Any order placed by you for the repurchase of Shares of a Fund is subject to
the timely receipt by the Fund's transfer agent of all required documents in
good order. If such documents are not received within a reasonable time
after the order is placed, the order is subject to cancellation, in which
case you agree to be responsible for any loss resulting to the Fund or to us
from such cancellation.
13. We reserve the right in our discretion without notice to you to suspend
sales or withdraw any offering of Shares entirely, to change the offering
prices as provided in the Prospectus or, upon notice to you, to amend or
cancel this Agreement. You agree that any order to purchase Shares of the
Funds placed by you after notice of any amendment to this Agreement has been
sent to you shall constitute your agreement to any such amendment.
14. In every transaction, we will act as agent for the Fund and you will act as
principal for your own account. You have no authority whatsoever to act as
our agent or as agent for the Company, the Funds, any other Selected Dealer
or the Funds' transfer agent and nothing in this Agreement shall serve to
appoint you as an agent of any of the foregoing in connection with
transactions with your customers or otherwise.
15. No person is authorized to make any representations concerning the Funds or
their Shares except those contained in the Prospectus and any such
information as may be released by us as information supplemental to the
Prospectus. If you should make such unauthorized representation, you agree
to indemnify the Funds and us from and against any and all claims,
liability, expense or loss in any way arising out of or in any way connected
with such representation.
16. We will supply you with copies of the Prospectuses and Statements of
Additional Information of the Funds (including any amendments thereto) in
reasonable quantities upon request. You will provide all customers with a
Prospectus prior to or at the time such customer purchases Shares. You will
provide any customer who so
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requests a copy of the Statement of Additional Information on file with the
U.S. Securities and Exchange Commission.
17. You shall be solely responsible for the accuracy, timeliness and
completeness of any orders transmitted by you on behalf of your customers by
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.
18. No advertising or sales literature, as such terms are defined by the NASD,
of any kind whatsoever will be used by you with respect to the Funds or us
unless first provided to you by us or unless you have obtained our prior
written approval.
19. All expenses incurred in connection with your activities under this
Agreement shall be borne by you.
20. This Agreement shall not be assignable by you. This Agreement shall be
construed in accordance with the laws of the Commonwealth of Pennsylvania
without reference to conflicts of law rules.
21. 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.
22. This Agreement constitutes the entire agreement between the undersigned and
supersedes all prior oral or written agreements between the parties hereto.
23. 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 entitled, to the fullest extent permitted
by applicable law, to the same limitation on personal liability as
stockholders of private corporations for profit.
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PBHG FUND DISTRIBUTORS
Date: ___________________ By: X_____________________________________________
The undersigned accepts your invitation to become a Selected Dealer, agrees to
abide by the foregoing terms and conditions, and acknowledges receipt of
prospectuses for use in connection with offers and sales of the Shares.
Date: ___________________ By: X_____________________________________________
Signature
_____________________________________________
Print Name Title
_____________________________________________
Dealer's Name
_____________________________________________
Address
_____________________________________________
City State Zip
_____________________________________________
Telephone
Please sign both copies and return one copy of each to:
PBHG FUND DISTRIBUTORS
000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
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