EXHIBIT 6(B)
DEALER SALES AGREEMENT
To the undersigned Dealer:
Gentlemen:
ND Capital, Inc., the principal underwriter of shares, par value $.0001,
issued by Integrity Small-Cap Fund of Funds, Inc. (the "Fund"), an
open-end, diversified, management investment company registered under the
Investment Company Act of 1940, understands that you are a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD"),
and that you and any individuals who represent you are properly qualified and
registered, if required, with the Securities and Exchange Commission and with
the state securities administrators of the various states in which Fund shares
are to be offered for sale or sold by you. In consideration of the mutual
promises stated below, you and we hereby agree as follows:
1. Compliance with Prospectus. Offers and sales of shares by you will comply
in all respects with the terms and conditions contained in the then-current
prospectus of the Fund.
2. Purchase Restrictions. 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 Dealer Sales Agreement with us. You also agree not to
withhold any customer order so as to profit therefrom.
3. Processing Orders. The procedures relating to the handling of orders shall
be subject to instructions which we will forward from time to time to all
dealers with whom we have entered into a Dealer Sales Agreement. The
minimum initial and subsequent purchase order shall be specified in the
Fund's then-current prospectus. All purchase orders are subject to receipt
of shares by us from the Fund and to acceptance of such orders by us. We
reserve the right in our sole discretion to reject any order.
4. Purchase Orders. We shall accept orders only on the basis of the
then-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 a conditional order from you on any basis. All orders
shall be subject to confirmation by us.
5. Settlement. Unless otherwise agreed, settlement shall be made at the
office of the Fund's transfer agent within five (5) business days after our
acceptance of the order. 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 Fund 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 any loss
resulting to the Fund or to us from your failure to make payments as
aforesaid. You shall not be entitled to any gains generated thereby.
6. Dealer Commissions. You shall receive for each sale of shares of the Fund,
except shares sold which are not subject to a contingent deferred sales
charge, a commission in an amount equal to four (4) percent of the offering
price of shares of the Fund sold multiplied by the number of shares of the
Fund sold; provided, however, that if the aggregate offering price of
shares of the Fund sold is one million dollars ($1,000,000) or more, the
commission is reduced to one (1) percent of the offering price multiplied
by the number of shares sold. The amount of the commission is subject to
change by us without notice.
7. Redemptions. Redemptions of shares by the Fund will be effected in the
manner and upon the terms described in the then-current prospectus. We
will, upon your request, assist you in processing orders for redemptions.
If any shares sold to you are redeemed by the Fund or are tendered to the
Fund for redemption 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 the commission allowed you on the
sale.
8. Suspension of Sales and Amendments to Agreement. We reserve the right in
our discretion without notice to you to suspend sales or withdraw an
offering of shares entirely, to change the offering place as provided in
the prospectus, or, upon notice to you, to amend or cancel this Agreement.
You agree that any order to purchase shares placed by you after notice of
any amendment to this Agreement has been sent to you shall constitute your
agreement to any such amendment.
9. Dealer Status. In every transaction, you shall act as an independent
contractor and not as an agent for the Fund, the Fund's transfer agent, any
other dealer, or us. You agree that neither the Fund, the Fund's transfer
agent, any other dealer, nor we shall be deemed an agent of you. Nothing
herein shall constitute you as a partner of the Fund, the Fund's transfer
agent, any other dealer, or us or render any of us liable for your
obligations.
10. Representations Concerning the Fund. No person is authorized to make any
representations concerning shares of the Fund except those contained in the
then-current prospectus. You shall not sell shares of the Fund pursuant to
this Agreement unless the then-current prospectus is furnished to the
prior purchase to or at the time of purchase. You shall not use any
supplemental sales literature of any kind without our prior written
approval unless it is furnished by us for such purpose. In offering and
selling shares of the Fund, you will rely solely on the representations
contained in the then-current prospectus.
11. Dealer's Representations and Agreements. By accepting this Agreement, you
represent that you: (i) are registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended; (ii) are qualified to act as a
dealer in the states in which the Fund's shares are offered for sale or
sold by you; (iii) are a member in good standing of the NASD; and (iv) will
maintain such registrations, qualifications, and memberships throughout the
term of the Agreement. You agree to abide by the Rules of Fair Practice of
the NASD and all federal and state laws and rules and regulations that are
now or may become applicable to the transactions hereunder. Your expulsion
from the NASD will automatically terminate this Agreement without notice.
Your suspension from the NASD or violation of applicable state and federal
laws and rules and regulations will terminate this Agreement effective upon
our notice to you. You shall not be entitled to any compensation during
any period in which you have been suspended or expelled from membership in
the NASD.
12. Indemnification. You hereby agree to indemnify and to hold harmless the
Fund and us and each person, if any, who controls the Fund or us within the
meaning of Section 15 of the Securities Act of 1933, as amended (the
"Act"), from and against any and all losses, claims, demands, or
liabilities to which the Fund or we may become subject under the Act, or
otherwise, insofar as such losses, claims, demands, or liabilities (or
actions in respect thereof) arise out of or are based upon any unauthorized
use of sales materials by you or your salesmen or upon alleged
misrepresentations or omissions to state material facts in connection with
statements made by you or your salesmen orally or by other means or upon
sales of shares in any state or jurisdiction in which the shares are not
registered or qualified for sale; and you will reimburse the Fund and us
for any legal or other expenses reasonably incurred in connection with the
investigation or defense of any such action or claim. We shall, after
receiving the first summons or other legal process disclosing the nature of
the action being served upon the Fund or us, in any proceeding in respect
of which indemnity may be sought by the Fund or us hereunder, notify you in
writing of the commencement thereof within a reasonable time. In case any
such litigation be brought against the Fund or us, we shall notify you of
the commencement thereof, and you shall be entitled to participate in (and
to the extent you shall wish, to direct) the defense thereof at your
expense, but such defense shall be conducted by counsel in good standing
satisfactory to the Fund and us. If you shall fail to provide such
defense, the Fund or we may defined such action at your cost and expense.
Your obligation under this Section 12 shall survive the termination of this
Agreement.
13. Dealer's Expenses. All expenses incurred in connection with your
activities under this Agreement shall be borne by you.
14. Supervisory Responsibility. By accepting this Agreement, you assume full
responsibility for the registration, qualification, and training of your
representatives in connection with the offer and sale of shares of the
Fund.
15. Prospectuses and Statements of Additional Information. We will supply you
with copies of the prospectus and statement of additional information of
the Fund (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 requests a copy of the statement of additional information on file with
the Securities and Exchange Commission.
16. Assignment. This Agreement may not be assigned by you without our consent.
17. Waiver. No failure, neglect, or forbearance on our part to require strict
performance of this Agreement shall be construed as a waiver of our rights
or remedies hereunder.
18. Termination. Either party may terminate this Agreement at any time upon
giving written notice to the other party.
19. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of North Dakota.
20. Entire Agreement. This Agreement constitutes the entire agreement between
the undersigned and supersedes all prior oral or written agreements between
the parties hereto.
ND CAPITAL, INC.
Date: By:
The undersigned accepts your invitation to become a dealer and agrees to
abide by the foregoing terms and conditions.
Date: By:
Signature and Title:
Dealer Name:
