Exhibit 6(b)
BANK AFFILIATED
SELECTED DEALER AGREEMENT
Dear Sirs:
We are the principal underwriter of Forum Funds ("Forum Funds") and
distribute shares of certain of the separate investment portfolios of Forum
Funds (each a "Fund" and collectively the "Funds") at their net asset value plus
applicable sales charges pursuant to our Distribution Services Agreement with
Forum Funds. We hereby invite you to participate as a principal in the
distribution of shares of the Funds upon the following terms and conditions:
1. You are to offer and sell shares of a Fund only at the public
offering price which shall be currently in effect in accordance with the terms
of the then current prospectus of the Fund. You agree to make available, under
an agency relationship with your customers, shares of the Funds. All orders are
subject to acceptance by us and become effective only upon confirmation by us.
2. On each purchase of shares by you from us, the total sales charge
and discount to selected dealers shall be as stated in the Fund's then current
prospectus. Such sales charge and discount are subject to reductions under a
variety of circumstances as described in the Fund's then current prospectus. To
obtain these reductions, we must be notified when a sale takes place that would
qualify for the reduced charge. There is no sales charge or discount to selected
dealers on the reinvestment of dividends or distributions.
3. With respect to any and all transactions in the shares of a Fund
pursuant to this Agreement, it is understood and agreed that:
(a) You shall be acting solely as agent for the account of your
customer.
(b) Each transaction shall be initiated solely upon the order of your
customer.
(c) We shall execute transactions only upon receiving instructions from
you acting as agent for your customer.
(d) As between you and your customer, the customer will have full
beneficial ownership of all Fund shares.
(e) Each transaction shall be for the account of your customer and not
for your own account.
Each transaction shall be without recourse to you provided that you act
in accordance with this Agreement. You represent and warrant to us that you will
have full right, power and authority to effect transactions (including, without
limitation, any purchases and redemptions) in Fund shares on behalf of all
customer accounts provided by you to us or to a Fund's transfer agent.
4. All orders for the purchase of a Fund's shares shall be executed at
the then current public offering price per share (i.e., the net asset value plus
the applicable sales load, if any) and all orders for the redemption of a Fund's
shares shall be executed at the net asset value per share, in each case as
described in the Fund's then current prospectus. A Fund's minimum initial
purchase order and minimum subsequent purchase order (if any) shall be as set
forth in the Fund's then current prospectus. All orders are subject to
acceptance or rejection at our sole discretion. Unless otherwise mutually agreed
in writing, each transaction shall be promptly confirmed in writing directly to
the customer on a fully disclosed basis and a copy of each confirmation shall be
sent simultaneously to you. We reserve the right, at our discretion and without
notice, to suspend the sale of shares or withdraw entirely the sale of shares of
any or all of the Funds.
5. You agree that you shall not make shares available to your customers
except in compliance with all applicable federal and state laws and the rules
and regulations of applicable regulatory agencies or authorities. You agree that
you shall not purchase any Fund shares, as agent for any customer, unless you
deliver or cause to be delivered to the customer, at or prior to the time of
purchase, a copy of the then current prospectus of the Fund, or unless the
customer has acknowledged receipt of such prospectus. You further agree to
obtain from each customer for whom you act as agent for the purchase of Fund
shares any taxpayer identification certification required under the Internal
Revenue Code of 1986 (the "Code"), and the regulations promulgated thereunder,
and to provide us or our designee with timely written notice of any failure to
obtain such taxpayer identification number certification in order to enable the
implementation of any required backup withholding in accordance with the Code
and the regulations promulgated thereunder. Unless otherwise mutually agreed in
writing, you shall deliver or cause to be delivered to each of the customers who
purchases shares of any Fund through you pursuant to this Agreement copies of
all annual and interim reports, proxy solicitation materials and any other
information and materials relating to the Fund and prepared by or on behalf of
us, the Fund or its investment adviser, custodian or transfer agent for
distribution to each such customer. We agree to supply you with copies of the
Prospectus, annual reports, interim reports, proxy solicitation materials and
any such other information and materials in reasonable quantities upon request.
6. Both parties represent that they are a member of the National
Association of Securities Dealers, Inc. and both parties agree to abide by the
Rules of Fair Practice of such Association.
7. This Agreement is in all respects subject to Rule 26 of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. which
shall control any provisions to the contrary in this Agreement.
8. You agree to pay for purchase orders for any Fund shares from you as
agent for your customers in accordance with the terms of the prospectus of the
applicable Fund. On or before settlement date of each purchase order for shares
of any Fund, you shall either (i) remit to an account designated by us an amount
equal to the then current public offering price of such Fund being purchased
less your reallowance, if any, with respect to such purchase order in accordance
with the applicable Fund's then current prospectus, or (ii) remit to any account
designated by us an amount equal to the then current public offering price of
the shares of such Fund being purchased without deduction for your reallowance,
if any, with respect to such purchase order in accordance with the applicable
Fund's then current prospectus, in which case your reallowance, if any, shall be
payable by us to you on a monthly basis. If payment for any purchase order is
not received in accordance with the applicable Fund's then current prospectus,
we reserve the right, without notice, to cancel the sale and to hold you
responsible for any loss sustained as a result thereof.
If any shares sold by you as agent for your customers under the terms
of this Agreement are sold with a sales load and are redeemed for the account of
the Fund or are tendered for redemption within seven days after the confirmation
of your purchase order for such shares, you shall forthwith pay to the Fund the
portion of the sales load which had been retained by you.
9. You will not offer or sell any of the shares except under
circumstances that will result in compliance with the applicable federal and
state securities laws, including any applicable requirements to deliver
confirmations to your customers, and in connection with sales and offers to sell
shares you will furnish to each person to whom any such sale or offer is made, a
copy of the Fund's then current prospectus. We shall be under no liability to
you except for lack of good faith and for obligations expressly assumed by us
herein. Nothing herein contained however, shall be deemed to be a condition,
stipulation or provision binding any persons acquiring any securities to waive
compliance with any provision of the Securities Act of 1933, the Securities
Exchange Act of 1934 or the Rules and Regulations of the Securities and Exchange
Commission or to relieve the parties hereto from any liability arising under the
Securities Act of 1933. We shall advise you as to the states or other
jurisdictions in which shares of the Fund have been qualified for sale under, or
are exempt from the requirements of, the respective securities laws of such
states and jurisdictions.
10. No person is authorized to make any representations concerning
shares of a Fund except those contained in the Fund's then current prospectus
and printed information issued by the Fund or by us as information supplemental
to the prospectus. We shall supply you with prospectuses, reasonable quantities
of supplemental sales literature and additional information as issued or as
requested by you. You agree not to use other advertising or sales material
relating to a Fund unless approved in writing by us in advance of such use. Any
printed information furnished by us other than the then current prospectus,
periodic reports and proxy solicitation materials are our sole responsibility
and are not the responsibility of the Fund and you agree that the Fund shall
have no liability or responsibility to you in these respects unless expressly
assumed in connection therewith. You shall have no responsibility with regard to
the accuracy or completeness of any of the printed information furnished by us
and you shall be held harmless from and against any cost or loss arising
therefrom.
11. Either party to this Agreement may cancel this Agreement by giving
written notice to the other. Such notice shall be deemed to have been given on
the date on which it was either delivered personally to the other party or any
officer or member thereof or was mailed postpaid or delivered in a telegraph
office for transmission to the other party at his or its address as shown below.
This Agreement may be amended by us at any time, any such amendment to be
effective upon delivery to you, and your placing of an order after the effective
date of any such amendment shall constitute your acceptance thereof.
12. This Agreement shall be construed in accordance with the laws of
the State of New York and shall be binding upon both parties hereto when signed
by us and accepted by you in the space provided below.
Very truly yours,
FORUM FINANCIAL SERVICES, INC.
Two Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
By: /S/Xxxx X. Xxxxxx
--------------------------
Xxxx X. Xxxxxx
President
Firm Name_________________________________________________________________
Address___________________________________________________________________
City_________________________________ State _________ Zip Code____________
ACCEPTED BY (signature)
Name (print)___________________________________ Title _____________________
Date _____________________________
