EXHIBIT (e)(2)
INTEGRITY MUTUAL FUNDS
DEALER SALES AGREEMENT
To The Undersigned Dealer:
ND Capital, Inc., the principal underwriter of shares of the funds (the
"Funds"), open-end, management investment companies registered under the
Investment Company Act of 1940, for which ND Money Management, Inc., serves
as the investment adviser, 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 shares of
one or more of the Funds 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
prospectuses of the Funds.
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 Funds' then-
current prospectuses. All purchase orders are subject to receipt of shares by
us from the Funds 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 prospectuses, and placed with us within the time
frame set forth in the prospectuses 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 Funds' transfer agent within three (3) 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 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 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.
6. DEALER COMMISSIONS AND DISCOUNTS. 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, letters 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 certain fees are available as provided in the
applicable Fund Prospectus, you will receive a fee at the rate specified in
such Fund's Prospectus in consideration of providing administrative and
shareholder services.
7. Redemptions. Redemptions of shares by the Funds will be effected in the
manner and upon the terms described in the then-current prospectuses. We
will, upon your request, assist you in processing orders for redemptions. If
any shares sold to you are redeemed by the Funds or are tendered to the Funds
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 or discount 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 price as provided in the
prospectuses, or, upon notice to you, to amend or cancel this Agreement. Such
amendment may include, but is not limited to, the addition of any new fund or
funds to our fund group. 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 Funds, the Funds' transfer agent, any
other dealer, or us. You agree that neither the Funds, the Funds' transfer
agent, any other dealer, nor we shall be deemed an agent of you. Nothing
herein shall constitute you as a partner of the Funds, the Funds' transfer
agent, any other dealer, or us or render any of us liable for your
obligations.
10. REPRESENTATIONS CONCERNING THE FUNDS. No person is authorized to make
any representations concerning shares of the Funds except those contained in
the then-current prospectuses. You shall not sell shares of the Funds pursuant
to this Agreement unless the then-current prospectuses are furnished to the
purchasers prior 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 Funds, you will rely solely on the representations contained in the
then-current prospectuses.
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 Funds' 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 this 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
Funds and us and each person, if any, who controls the Funds 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 Funds 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
Funds 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 Funds or us, in any proceeding in respect
of which indemnity may be sought by the Funds or us hereunder, notify you in
writing of the commencement thereof within a reasonable time. In case any
such litigation be brought against the Funds 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 Funds and us. If you fail to provide such defense, the Funds or we may
defend 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 Funds.
15. PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. 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 customers with prospectuses prior to or at the time
customers purchase shares. You will provide customers who so request copies of
the statements 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.
21. SIPC MEMBERSHIP. Rule 10b-10 under the Securities Exchange Act of 1934,
as amended, requires the disclosure of non-SIPC membership on confirmations
of customer purchases of shares of the Funds. Please indicate your SIPC
status by checking the appropriate box below. It is your responsibility to
promptly notify us in writing of any change in your SIPC status.
____________________________________ ___ is ___ is not a member of SIPC.
Broker/Dealer Name (Please print.)
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: _______________________________ ____________________________________
Print Signature and Title
Contact Name: _______________________________________
Address: _______________________________________
_______________________________________
_______________________________________
Phone #: (_____) ________________________________
Fax #: (_____) ________________________________
Email: _______________________________________
*DATE*
Dear Selling Group Member:
This letter amends your Dealer Sales Agreement to include the newest
addition to Integrity Mutual Funds, (fund name).
As indicated in the Dealer Sales Agreement, any order to purchase shares
of (fund name) placed by you after notice of this amendment has been sent
you constitutes your agreement to such amendment.
Best regards,
____________________________________
R.E. Xxxxxxx
President
