EXHIBIT (e)(4)
DEALER AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of each investment
portfolio ("Fund") of the Xxxxxx Pride Value Fund (the "Company"), a management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), BISYS Fund Services Limited Partnership ("BISYS")
hereby agrees with you as follows:
1. You hereby represent that you are a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD") and that you are a broker-
dealer properly registered and qualified under all applicable federal,
state and local laws to engage in the business and transactions described
in this Agreement. We both agree to abide by the Rules of Fair Practice of
the NASD and all applicable laws, rules and regulations, including
applicable federal and state securities laws, rules and regulations that
are now or may become applicable to transactions hereunder. You agree that
it is your responsibility to determine the suitability of any Fund Shares
as investments for your customers, and that BISYS has no responsibility for
such determination. You further agree to maintain all records required by
applicable law or otherwise reasonably requested by BISYS relating to Fund
transactions that you have executed.
2. We have furnished you with a list of the states or other jurisdictions in
which Fund Shares have been registered for sale or are otherwise qualified
for sale. Such list appears in Exhibit A attached hereto. Shares of the
Funds may from time to time be registered or otherwise qualified for sale
in states or jurisdictions other than those listed in Exhibit A. Those
states or jurisdictions are incorporated into Exhibit A by reference. You
agree that you will not offer a Fund's Shares to persons in any
jurisdiction in which such Shares are not registered or otherwise qualified
for sale. You further agree that you will maintain all records required by
applicable law or otherwise reasonably requested by us relating to Fund
transactions that you have executed. You further agree to indemnify us
and/or the Funds for any claim, liability, expense or loss in any way
arising out of a sale of Shares in any state or jurisdiction in which such
Shares are not so registered or qualified for sale.
3. In all sales of Fund Shares, you shall act as agent for your customers or
as principal for your own bona fide investment. In no transaction shall
you act as our agent or as agent for any Fund or the Funds' Transfer Agent.
As agent for your customers, you are hereby authorized to: (i) place orders
directly with the Company for the purchase of Shares and (ii) tender Shares
to the Company for redemption, in each case subject to the terms and
conditions set forth in the applicable prospectus ("Prospectus") and the
operating procedures and policies established by us. The minimum dollar
purchase of Shares shall be the applicable minimum amount set forth in the
applicable Prospectus, and no order for less than such amount shall be
accepted by you. The procedures relating to the handling of orders shall
be subject to instructions which we shall forward to you from time to time.
All orders are subject to acceptance or rejection by BISYS in its sole
discretion. No person is authorized to make any representations concerning
Shares of any Fund except such representations contained in the relevant
then-current Prospectus and statement of additional information ("Statement
of Additional Information") and in such supplemental information that may
be supplied to you by us for a Fund. If you should make such an
unauthorized representation, you agree to indemnify the Funds and us from
and against any and all claims, liability, expense or loss in any way
arising out of or in any way connected with such representation. You are
specifically authorized to distribute the Prospectus and Statement of
Additional Information and sales material received from us. No person is
authorized to distribute any other sales material relating to a Fund
without our prior written approval. You further agree to deliver, upon our
request, copies of any relevant amended Prospectus and Statement of
Additional Information to shareholders of the Fund to whom you have sold
Shares.
As agent for your customers, you shall not withhold placing customers'
orders for any Shares so as to profit yourself as a result of such
withholding and shall not purchase any Shares from us except for the
purpose of covering purchase orders already received.
Neither party to this Agreement shall purchase any Shares from a record
holder at a price lower than the net asset value next computed by or for
the issuer thereof. Nothing in this subparagraph shall prevent you from
selling Shares for the account of a record holder to us or the issuer and
charging the investor a fair commission for handling the transaction. Any
order placed by you for the repurchase of Shares of a Fund is subject to
the timely receipt by the Company of all required documents in good order.
If such documents are not received within a reasonable time after the order
is placed, the order is subject to cancellation, in which case you agree to
be responsible for any loss resulting to the Fund or to us from such
cancellation.
4. We will furnish you, upon request, with offering prices for the Shares in
accordance with the then-current Prospectuses for the Funds, and you agree
to quote such prices subject to confirmation by us on any Shares offered to
you for sale. The public offering price shall equal the net asset value
per Share of each Fund. Each price is always subject to confirmation, and
will be based upon the net asset value next computed after receipt by us of
an order that is in good form. You acknowledge that it is your
responsibility to date and time stamp all orders received by you and to
transmit such orders promptly to us. You further acknowledge that any
failure to promptly transmit such orders to us that causes a purchaser of
Shares to be disadvantaged, based upon the pricing requirements of Rule
22c-1 under the 1940 Act, shall be your sole responsibility. We reserve
the right to cancel this Agreement at any time without notice if any Shares
shall be offered for sale by you at less than the then-current offering
price determined by or for the applicable Fund.
5. With respect to orders that are placed for the purchase of Fund Shares,
unless otherwise agreed, settlement shall be made with the Company within
three (3) business days after our acceptance of the order. If payment is
not so received or made, 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. You shall be responsible for the accuracy, timeliness and completeness of
any orders transmitted by you on behalf of your customers by wire or
telephone for purchases, exchanges or redemptions, and shall indemnify us
against any claims by your customers as a result of your failure to
properly transmit their instructions. In addition, you agree to guarantee
the signatures of your customers when such guarantee is required by the
Prospectus of a Fund. In that connection, you agree to indemnify and hold
harmless all persons, including us and the Funds' Transfer Agent, against
any and all loss, cost, damage or expense suffered or incurred in reliance
upon such signature guarantee.
7. No advertisement or sales literature with respect to a Fund (as such terms
are defined in the NASD's Rules of Fair Practice) shall be used by you
without first having obtained our approval.
8. Neither of us shall be liable to the other except for (1) acts or failures
to act which constitute a lack of good faith or negligence and (2)
obligations expressly assumed under this Agreement. In addition, you agree
to indemnify us and hold us harmless from any claims or assertions relating
to the lawfulness of your participation in this Agreement and the
transactions contemplated hereby or relating to any activities of any
persons or entities affiliated with your organization which are performed
in connection with the discharge of your responsibilities under this
Agreement. If such claims are asserted, we shall have the right to manage
our own defense, including the selection and engagement of legal counsel,
and all costs of such defense shall be borne by you.
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9. This Agreement will automatically terminate in the event of its assignment.
This Agreement may be terminated by either of us, without penalty, upon ten
days' prior written notice to the other party. This Agreement may also be
terminated at any time without penalty by the vote of a majority of the
members of the Company's Board of Directors/Trustees who are not
"interested persons" (as such term is defined in the 1940 Act), or (with
respect to a Fund) by a vote of a majority of the outstanding voting
securities of that Fund on ten days' written notice.
10. All communications to us shall be sent 0000 Xxxxxxx Xxxx, Xxxxx 0000,
Xxxxxxxx, Xxxx 00000 or at such other address as we may designate in
writing. Any notice to you shall be duly given if mailed or telecopied to
you at the address set forth below or at such other address as you may
provide in writing.
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11. You hereby represent that all requisite corporate proceedings have been
undertaken to authorize you to enter into this Agreement and to perform the
services contemplated herein. You further represent that the individual
that has signed this Agreement below is a duly elected officer that has
been empowered to act for and on behalf of your organization with respect
to the execution of this Agreement.
12. This Agreement supersedes any other agreement between us with respect to
the offer and sale of Shares and relating to any other matters discussed
herein. All covenants, agreements, representations and warranties made
herein shall be deemed to have been material and relied on by each party.
The invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of any other term or provision
thereof. This Agreement may be executed in any number of counterparts,
which together shall constitute one instrument, and shall be governed by
and construed in accordance with the laws (other than the conflict of laws
rules) of the State of Ohio and shall bind and insure to the benefit of the
parties hereto and their respective successors and assigns.
If the foregoing corresponds with your understanding of our agreement, please
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to us, whereupon this Agreement shall be binding upon
each of us, effective as of the date of execution.
BISYS FUND SERVICES LIMITED PARTNERSHIP The foregoing Agreement is hereby
accepted:
By: BISYS Fund Services, Inc.,
General Partner
By: ______________________________ _____________________________________
Date
By:__________________________________
Date
Title:_______________________________
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BISYS FUND SERVICES LIMITED PARTNERSHIP
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
EXHIBIT A
TO THE DEALER AGREEMENT BETWEEN
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
__________________________
___________________________________
BLUE SKY INFORMATION
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FUND NAME STATES/JURISDICTIONS REGISTERED IN
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Xxxxxx Pride Value Fund Alabama, Alaska, Arizona, Arkansas,
Pride Fund California, Colorado, Connecticut, District
of Columbia, Delaware, Florida, Georgia,
Hawaii, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota,
Mississippi, Missouri, Montana, Nebraska,
Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,
Puerto Rico, Rhode Island, South Carolina,
South Dakota, Tennessee, Texas, Utah,
Vermont, Virgin Islands, Virginia,
Washington, West Virginia, Wisconsin, Wyoming
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