Exhibit 6(a)
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
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 act only as principal
in such transactions and shall not have authority to act as agent for the Fund,
for us, or for any other dealer in any respect. 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. As a selected dealer, you are hereby authorized (i) to place orders
with the Fund for its shares to be resold by us to you subject to the applicable
terms and conditions set forth in the Fund's then current prospectus governing
the placement of orders by us and compensation and (ii) to tender shares
directly to the Fund or its agent for redemption subject to the applicable terms
and conditions set forth in the Fund's then current prospectus.
4. Repurchases of shares will be made at the net asset value of such
shares in accordance with the Fund's then current prospectus.
5. Both parties represent that they are members in good standing of the
National Association of Securities Dealers, Inc. and both parties agree to abide
by the Rules of Fair Practice of this association. Both parties represent that
they are qualified to act as a broker-dealer in the states or other
jurisdictions where they transact business, and agree to maintain such
registrations, qualifications and membership in good standing in full force and
effect throughout the term of this Agreement. Our obligations under this
Agreement are subject to all of the provisions of the Distribution Services
Agreement between us and Forum Funds.
6. 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.
7. You agree:
(a) To purchase shares only from us or only from your customers.
(b) To purchase shares from us only for the purpose of covering
purchase orders already received or for your own bona fide
investment.
(c) That you will not purchase any shares from your customers at
prices lower than the redemption or repurchase prices then
quoted by the Fund. You shall, however, be permitted to sell
shares for the account of their record owners to the Fund at
the repurchase prices currently established for such shares
and may charge the owner a fair commission for handling the
transaction.
(d) That if any shares confirmed to you hereunder are redeemed or
repurchased by the Fund within seven business days after such
confirmation of your original order, you shall forthwith
refund to us the full discount reallowed to you on such sales.
We shall forthwith pay to the Fund both our share of the sales
charge on the original sale and the refund from you as herein
provided. We shall notify you of such redemption or repurchase
within ten (10) days from the date of the redemption or
repurchase. Termination or cancellation of this Agreement
shall not relieve you or us from the requirements of this
subparagraph.
8. We shall not accept from you any conditional orders for shares.
Delivery of certificates for shares purchased and book-entry recording on the
books of the Fund for shares purchased (if certificates have not been requested)
shall be made by the Fund only against receipt of the purchase price, subject to
deduction for the discount reallowed to you and our portion of the sales charge
on such sale. Payment for the Fund shares by you shall be made on or before the
settlement date specified in our confirmation at the office of our clearing
agent or, at such time and place as you and we may agree from time to time.
Payment for Fund shares shall be by check or wire payable to the order of Forum
Funds, which reserves the right to delay issuance or transfer of shares until
such payment is available in investable Federal Funds. If such 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.
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, as well as with all undertakings made by any Fund with
any state in connection with the sale of shares in such state to the extent such
undertakings are communicated to you, 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 and statement of additional
information, if requested. 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
and any undertakings made by any Fund with any state in connection with the sale
of shares in such states.
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.
You agree to hold us harmless and indemnify the Funds and us
in the event that you, or any of your sales representatives, violates any
federal or state law, rule or regulation or any provision of this agreement
which may result in any damage, liability or expense to the Funds or their
trustees, or to us.
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.
13. Any notice or communication to Forum shall be duly given if mailed,
telegraphed, telecopied or hand delivered to Forum Financial Services, Inc. at
the following address:
Forum Financial Services, Inc.
Attention: Xxxxx Xxxxxxxxxx
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Very truly yours,
FORUM FINANCIAL SERVICES, INC.
By: /S/XXXX X. XXXXXX
Xxxx X. Xxxxxx
President
Firm Name__________________________________________________________________
Address____________________________________________________________________
City________________________________________ State __________ Zip Code _______
ACCEPTED BY (signature)
Name __________________________________________ Title ______________________
Date ______________________________________________________________________
