EXHIBIT (6)(B)
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Form of Selling Agreement
between Transamerica Securities Sales Corporation
and Transamerica Financial Resources, Inc.
SELLING AGREEMENT
Transamerica Securities Sales Corporation ("TSSC", "we" or "us"), as
dealer for its account, offers to sell to Transamerica Financial Resources
("TFR" or "you") Adviser Shares of the Premier Funds of Transamerica Investors,
Inc. (the "Funds"; individually, a "Fund") for which it is the principal
underwriter as defined in the Investment Company Act of 1940 (the "Act"), on the
following terms:
1. Orders; Order Procedures. Orders shall be accepted only on the terms
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described herein, in the Fund's prospectus and Statement of Additional
Information ("Prospectus") and by order procedures in effect from time to time.
You agree to purchase shares only from us or from your customers. All orders are
subject to acceptance or rejection by us in our sole discretion. You shall
provide TSSC, or TSSC's designated agent, as directed by TSSC, with a taxpayer
identification number for each account for which you are dealer of record.
2. Payment for Shares; Registration. Payment for Fund shares shall be
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made as instructed in our confirmation to you. If timely payment is not
received, we may cancel the sale or, at our option, sell the shares back to the
Funds. We may delay registration of shares until good payment is received.
Unless other instructions are received by the settlement date, orders accepted
by us may be placed in an open account registered in your name. If payment or
instructions are not timely received, or if you do not promptly correct errors
in our confirmation, you are responsible to the Fund, us and the Fund's transfer
agent ("Agent") for any directly related loss, cost, damage or expense,
including reasonable attorney's fees and expenses.
3. Suitability and Multiple Classes of Shares. A Fund may offer more
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than one class of shares in accordance with its Prospectus; refer to the
Prospectus for availability and details. You may sell only the class known as
"Adviser Shares" and only to Pension and Retirement Savings Programs (including
IRA's) and other institutional investors as specified in the Prospectus and our
procedures. Purchases of a class of shares shall be subject to our compliance
standards. You are responsible for determining whether a Fund, and if the
Adviser class of that Fund's shares, is suitable for your client.
4. Sales to the Public; Redemptions; Exchanges. In sales of Fund shares
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to the public you shall act as principal for your own accounts, not as agent for
a Fund or for us. You shall also act as principal in all purchases of Fund
shares directly from us by a shareholder for whom you are the dealer of record
and you appoint the Agent to confirm (with a copy to you) such purchases on your
behalf. You shall sell shares only: (a) to customers at the applicable price
described in the Prospectus; and (b) to us as agent for the Fund at the
redemption price. If you act as principal in purchasing shares for redemption,
you shall pay your customer the amount which you receive from us. You are
responsible to the Fund, us, and the Agent for any loss, cost, damage or expense
(including reasonable attorney's fees and expenses) arising from our reliance
upon your instructions.
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5. Compensation.
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To the extent you provide shareholder services in accordance with the
then applicable shareholder services plan, you may be eligible to receive
selling concessions described in the attached Addendum. The current shareholder
services plan requires you to promote the sale of shares and the retention of
assets and to furnish continuing service and assistance to Fund shareholders
with respect to which service fees are paid to you. Any applicable service fees
shall be paid quarterly on Fund shares for which you are named dealer on the
records of the Agent. If the quarterly fees for any one customer's account are
less than $1.00, they will not be paid. Aggregate fees (excluding fees not paid
under the preceding sentence) less the $15.00 for all your customers'
accounts for all Funds for any quarter will not be paid. Payment of selling
concessions generally shall be made by the middle of the month following the
close of each quarter. This Paragraph 5(a) may be terminated for any Fund at any
time without notice.
6. Authorized Statements. No person is authorized to make any statement
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concerning a Fund except those contained in the appropriate Prospectus and in
sales literature issued by us. We shall furnish you, without charge,
Prospectuses and sales literature upon request. You shall not allow statements
designated by us for broker use only to be used with the public. You shall
deliver to us for prior approval any Fund sales literature prepared by you for
use with the public. You shall also deliver a current Fund Prospectus to your
customer in accordance with law.
7. Warranty; Indemnification. TSSC represents and warrants that:
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(a) TSSC is in compliance with all applicable state and federal laws,
rules and regulations;
(b) Each Fund, its Prospectus, and all sales literature issued by us for
distribution to the public shall comply with all applicable state and Federal
laws, rules and regulations;
(c) Each Prospectus and sales literature issued by us shall not by
statement or omission be misleading;
(d) The Funds may legally be sold in every United States jurisdiction
unless you are otherwise notified; and
TSSC indemnifies TFR and agrees to hold TFR harmless against every loss,
cost, damage or expense (including reasonable attorneys fees and expenses)
incurred by you as a result of our breach of the foregoing representations and
warranties if you notify us promptly after the commencement of any action
against you for which you may seek indemnity. We may participate at our own
expense in the defense of such action, or we may assume the defense of such
action with counsel satisfactory to you chosen by us. If we elect to assume the
defense, you may retain additional counsel at your option for which you shall
pay the fees
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and expenses. This paragraph 7 shall survive termination of this Agreement.
8. NASD; Applicable Laws. You represent that you are a member of the
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National Association of Securities Dealers, Inc. ("NASD"). You and we shall
abide by the rules and regulations of the NASD and all applicable state and
Federal laws, rules and regulations.
9. Miscellaneous. All communications shall be transmitted pursuant to
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our then-current procedures and if (a) to us, must be sent to the above address
or such other address as we may specify and (b) to you, must be sent to your
address listed below, such other address as you may specify or as registered
with the NASD. We may change or terminate this Agreement without notice. This
Agreement shall be effective upon the earlier of your written acceptance below
or our acceptance on your first order after this communication. This Agreement
is not assignable, except that we may transfer it to any successor underwriter
of the Funds. This Agreement shall be construed under California Law.
TRANSAMERICA SECURITIES SALES CORPORATION
by:________________________________
Signature
___________________________________
Name and Title
TRANSAMERICA FINANCIAL RESOURCES
by:________________________________
Signature
___________________________________
Name and Title
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ADDENDUM TO SELLING AGREEMENT
Transamerica Securities Sales Corporation will pay to Transamerica
Financial Resources the following concessions:
1. within the first year of the date of the initial purchase, 1.00% on
all investments received in connection with the Adviser Shares of
the Funds other than the Cash Reserve Fund; and
2. commencing on the 13th month after the date of the initial purchase,
an annual payment of 0.25% paid on the asset level of the Adviser
Shares.
