Exhibit
Number Exhibit
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(e)(2) Dealer Agreement.
Exhibit (e)(2)
XXXXXX CAPITAL CORPORATION
DEALER AGREEMENT
Gentlemen:
As dealer for our own account, we offer to sell to you shares of open-end
investment companies (the "Funds") for which we are the investment adviser and
the principal underwriter as defined in the Investment Company Act of 1940, as
amended, and from which we have the right to purchase shares.
1. In all sales of shares of the Fund to the public you shall act as
dealer for your own account, and in no transaction shall you have any
authority to act as agent for the Fund or for us.
2. Orders received from you will be accepted by us only at the public
offering price applicable to each order, except for transactions at net asset
value in accordance with the current Fund Prospectus. The minimum dollar
purchase of shares of the Fund by any person shall be the applicable minimum
amount described in the then current Fund Prospectus, and no order for less
than such amount will be accepted hereunder. The public offering price shall
be the net asset value per share plus a sales charge, expressed as a percentage
of the applicable public offering price, as determined and effective as of
the time specified in the then current Fund Prospectus. The procedures
relating to the handling of orders and payment therefor shall be subject to
additional instructions which we shall forward from time to time to you.
All orders are subject to acceptance or rejection by us in our sole discretion.
3. As of the date of the Agreement, the sales charge applicable to any
sale of Fund shares by you and the dealer concession applicable to any offer
from you for the purchase of Fund shares accepted by us shall be the
percentage of the applicable public offering price set forth in the then
current Fund Prospectus. The discounts or other concessions to which you
may be entitled in connection with sales to your customers pursuant to any
special features of a Fund (such as cumulative discounts, letter of intent,
etc. the terms of which shall be as described in the applicable Fund Prospectus
and related forms) shall be in accordance with the terms of such features.
With respect to certain Funds for which such fees are available as provided
in the applicable Fund Prospectus, you will receive a fee at the rate
specified in such Fund Prospectus in consideration of providing administrative
and shareholder services.
4. You agree to purchase shares only from us or from your customers.
If you purchase shares from us, you agree that all such purchases shall be
made only: (a) to cover orders already received by you from your customers or
(b) for your own bona fide investment. If you purchase shares from your
customers, you agree to pay such customers not less than the applicable
repurchase price as established by the current Fund Prospectus. We, in turn,
agree that we will not purchase any securities from the fund except for the
purpose of covering purchase orders which we have already received or for
bona fide investment.
5. You shall sell shares only: (a) to customers at the applicable
public offering price, and (b) to us as agent for the Fund at the repurchase
price. In such a sale to us, you may act either as principal for your own
account or as agent for your customer. If you act as principal for your own
account in purchasing shares for resale to us, you agree to pay your
customer not less than the price which you receive from us. If you act as
agent for your customer in selling shares to us, you agree not to charge
your customer more than a fair commission for handling the transaction.
6. You shall not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholding: e.g., by
a change in the net asset value from that used in determining the public
offering price to your customers.
7. We will not accept from you any conditional orders for shares, except
at a definite specified price.
8. If any shares sold to you under the terms of the Agreement are
repurchased by the Fund or by us as agent for the Fund, or are tendered for
redemption, within seven business days after the date of our confirmation of
the original purchase by you, it is agreed that you shall forfeit your right
to any dealer concession received by you on such shares. We will notify you
of any such repurchase or redemption within ten business days from the date on
which the repurchase or redemption order in proper form is delivered to us or
to the Fund, and you shall forthwith refund to us the full concession allowed
to you on such a sale. We agree, in the event of any such repurchase or
redemption, to refund to the Fund our share of the concession allowed to us
and upon receipt from you of the refund of the concession allowed to you, to
pay such refund forthwith to the Fund.
9. Payment for Fund shares by you shall be made on or before the
settlement date specified in our confirmation, at the office of the Fund's
transfer agent, ND Resources, Inc., XX Xxx 000, Xxxxx, XX 00000-0000, and
by check payable to the order of the Fund, which reserves the right to delay
issuance or transfer of shares until such check has cleared. If such a
payment is not received by us, we reserve the right, without notice, forthwith
either to cancel the sale, or, at our option, to sell the shares ordered back
to the Fund, and in either case, we may hold you responsible for any loss,
including loss of profit, suffered by us or by the Fund resulting from your
failure to make payment as aforesaid.
10. Certificates for shares sold to you shall be issued only if
specifically requested. If no Open Account registration of transfer
instructions are received by the Fund's transfer agent within 20 days
after payment by you for shares sold to you, an Open Account for such shares
will be established in your name. You agree to hold harmless and indemnify
us, the transfer agent, and the Fund for any loss or expenses resulting from
such Open Account registration of such shares.
11. No person is authorized to make any representations concerning
shares of the Fund except those contained in then the current Fund Prospectus
and in sales literature issued by us supplemental to such Prospectus. In
purchasing shares from us, you shall rely solely on the representations
contained in such Prospectus and in such sales literature. We will furnish
additional copies of the current Prospectus and such sales literature and
other releases and information issued by us in reasonable quantities upon
request.
12. The Fund reserves the right in its discretion and we reserve the
right in our discretion, upon notice, to suspend sales or withdraw the
offering of shares entirely, to change the concession or any other amounts
payable hereunder. We reserve the right, upon notice, to amend, modify, change
or cancel this Agreement.
13. This Agreement shall replace any prior agreement with respect to this
Fund between us and is conditioned upon your representation and warranty that
you are a member of the National Association of Security Dealers, Inc. You
and we agree to abide by the Rules and Regulations of the National Association
of Securities Dealer, Inc. including Rule 26 of its Rules of Fair Practice
and all applicable state and Federal laws, rules and regulations. You will
only offer shares of the Fund for sale in states in which they may be
lawfully offered for sale. References herein to a "Fund Prospectus" shall
mean the prospectus and statement of additional information of a Fund as
from time to time in effect. Any changes, modifications, or additions
reflected in any such Fund Prospectus shall be effective on the date of
such Fund Prospectus (or supplement thereto) unless specified otherwise.
14. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at
the address specified by you below. This Agreement shall be effective when
accepted by you below and shall be construed under the laws of the State
of Kansas.
XXXXXX CAPITAL CORPORATION
By: /s/Xxxxxxx Xxxxx
Accepted:
__________________________________________
(Dealer's Name)
__________________________________________
(Xxxxxx Xxxxxxx)
__________________________________________
(City) (State) (Zip)
By: ______________________________________
(Authorized Signature of Dealer)
__________________________________________
(Name and Title of Authorized Person)
