EXHIBIT 99.(m1)
DEALER AGREEMENT
XXXXXX XXXX GLOBAL EQUITY FUND
FROM ("DEALER"):
TO ("UNIFIED" OR "DISTRIBUTOR"):
UNIFIED FINANCIAL SECURITIES, INC.
000 XXXXX XXXXXXXXXXXX XXXXXX
XXXXXXXXXXXX, XXXXXXX 00000
Gentlemen:
Dealer desires to enter into an agreement with Distributor for the sale and
distribution of the shares of Xxxxxx Xxxx Global Equity Fund, an open-end
investment company (hereinafter referred to as the "Fund") of which Unified is
the Distributor and whose shares are offered to the public at an offering price
which will not include a sales charge (hereinafter referred to as the "Shares").
Upon acceptance of this Agreement by Distributor, Dealer understands that Dealer
may offer and sell Shares subject, however, to all of the terms and conditions
hereof and to Distributor's right, without notice, to suspend or terminate the
sale of the Shares of the Fund.
1. Dealer understands that the Shares will be offered and sold at the public
offering price in effect at the time the order for such Shares is confirmed and
accepted by Distributor. All purchase requests and applications submitted by
Dealer are subject to acceptance or rejection in Distributor's sole discretion,
and, if accepted, each purchase will be deemed to have been consummated at the
office of the Fund's shareholder servicing agent.
2. Dealer herein certifies that Dealer is either a member of the National
Association of Securities Dealers, Inc. ("NASD") and agrees to maintain its
membership in the NASD or in the alternative during the full force and effect of
this Agreement, or, that Dealer is a foreign dealer not eligible for membership
in the NASD. In either case, for as long as this Agreement is in full force and
effect, Dealer agrees to abide by all of the rules and regulations of the
Securities and Exchange Commission ("S.E.C.") and the NASD which are binding
upon underwriters and dealers in the distribution of the securities of open-end
investment companies, including without limitation, Section 2830 of the NASD
Conduct Rules, all of which are incorporated herein as if set forth in full.
Dealer agrees that it will not sell or offer sale Shares in any state or
jurisdiction where Shares have not been qualified for sale.
3. Dealer will offer and sell Shares of the Fund only in accordance with the
terms and conditions of the Fund's then current Prospectus and Dealer will not
make any representation that is not included in said Prospectus or in any
authorized supplemental material supplied by Distributor and/or the Fund or its
agents. Dealer will use its best effort in the development and promotion of
sales of Shares and agrees to be responsible for the proper instruction and
training of all sales personnel employed by Dealer, in order that the Shares
will be offered in accordance with the terms and conditions of this Agreement
and all applicable laws, rules and regulations. Dealer agrees to hold
Distributor harmless and indemnify Distributor in the event that Dealer, or any
of Dealer's sales representatives, should violate any law, rule or regulation,
or any provisions of this Agreement, which violation may result in liability to
Distributor, or the Fund. All expenses that Dealer may incur in connection with
Dealer's activities under this Agreement shall be borne by Dealer.
4. Payments for purchases of Shares made by wire order from Dealer shall be
made to Distributor, or Distributor's designated agent, and received by
Distributor, or Distributor's designated agent, together with all necessary
applications and other documents required to establish an account within five
business days after the acceptance of Dealer's order or such shorter time as may
be required by law. If such timely payment is not received by Distributor, or
Distributor's designated agent, Dealer understands and agrees herein that
Distributor reserves the right, without notice, forthwith to cancel the sale,
or, at Distributor's option, to sell back to the Fund the Shares ordered by
Dealer, in which latter case, Dealer will be held responsible for any loss,
including loss of profit, suffered by Distributor or Distributor's designated
agent, resulting from Dealer's failure to make the aforesaid payment. Where
sales of Fund Shares are contingent upon the Fund's receipt of payment
therefore, Dealer will forward promptly to Distributor, or Distributor's
designated agent, any purchase orders and/or payments received by Dealer from
investors.
5. Dealer agrees to purchase Shares only from Distributor or from Dealer's
customers. If Dealer purchases Shares from Distributor, Dealer agrees that all
such purchases shall be made only to cover orders received by Dealer from
Dealer's customers, or for Dealer's own bona fide investment. If Dealer
purchases Shares from Dealer's customers, Dealer agrees to pay such customers
not less than the applicable repurchase price as established by the then current
applicable Prospectus.
6. Distributor's obligations to Dealer under this Agreement are subject to
all the provisions of any distributorship agreement entered into between
Distributor and the Fund. Dealer understands and agrees herein that in Dealer's
performing of its services covered by this Agreement that Dealer is acting as a
principal, and Distributor is in no way responsible for the manner of Dealer's
performance or for any of Dealer's acts, employees or representatives as
Distributor's agent, partner or employee, or the agent or employee of the Fund.
7. Each of Dealer and Distributor acknowledges that it may be provided
"non-public personal information" (as defined in Regulation S-P under the
Securities Exchange Act of 1934, as amended ("Regulation S-P")) resulting from
transactions or services in connection with Shares sold under this Agreement.
Each agrees that it shall comply with all Federal and State laws and regulations
applicable to it and relating to privacy and the use or disclosure of such
non-public personal information. Each also represents and warrants that it has
implemented and agrees that it will maintain an effective information security
program to protect non-public personal information, which program includes
administrative, technical and physical safeguards: (i) to ensure the security
and confidentiality of non-public personal information; (ii) to protect against
any anticipated threats or
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hazards to the security or integrity of such non-public personal information;
and (iii) to protect against unauthorized access to or use of non-public
personal information. Each, upon request of the other, shall investigate any
alleged disclosure of non-public personal information, and certify to the other
(and to the Fund, if the request originates from the Distributor) the results of
such investigation, and provide documentation in support thereof.
8. Dealer hereby represents and warrants that it formulates, maintains and
uniformly administers policies and procedures (as amended from time to time, the
"Dealer AML Program") that are designed to ensure compliance with the USA
Patriot Act of 2001, the Bank Secrecy Act of 1970, the Customer Identification
Program rules jointly adopted by the SEC and U.S. Treasury Department, and other
applicable regulations adopted thereunder (collectively, the "Applicable AML
Laws"). Upon request of the Fund or the Distributor, Dealer shall investigate
any purchase or redemption of Shares, certify to the Fund and the Distributor
that such purchase or redemption conforms, to the best of its knowledge, with
the terms and conditions of this Agreement, and provide documentation in support
thereof.
9. Dealer may terminate this Agreement by notice in writing to Distributor,
which termination shall become effective thirty days after the date of receipt
by Distributor. Dealer agrees that Distributor has and reserves the right, in
Distributor's sole discretion, without notice, to suspend sales of Shares of the
Fund, or to withdraw entirely the offering of Shares of the Fund, or, in
Distributor's sole discretion, to modify, amend or cancel this Agreement upon
written notice to Dealer of such modification, amendment or cancellation, which
shall be effective immediately on the date stated in such notice. Without
limiting the foregoing, Distributor may terminate this Agreement for cause on
violation by Dealer of any of the provisions of this Agreement, said termination
to become effective on the date of the mailing notice to Dealer of such
termination. Without limiting the foregoing, any provision hereof to the
contrary notwithstanding, Dealer's expulsion from the NASD will automatically
terminate this Agreement without notice; Dealer's suspension from the NASD, the
appointment of a trustee for all or substantially all of Dealer's business
assets, or violation of applicable State or Federal laws or rules or regulations
of authorized regulatory agencies will terminate this Agreement effective upon
the date of Distributor's mailing to Dealer of such termination. Distributor's
failure to terminate for any cause shall not constitute a waiver of
Distributor's right to terminate at a later date for any such cause. All notices
hereunder shall be to the respective parties at the addresses listed herein,
unless changed by written notice. Any dispute that may arise in connection with
this Agreement shall be submitted to NASD arbitration, with the panel to be
located in Indianapolis, Indiana.
10. This Agreement shall become effective upon Distributor's execution of
this Agreement, such date being the one appearing below. This Agreement and all
the rights and obligations of the parties hereunder shall be governed by and
construed under the laws of the State of Indiana. This Agreement is not
assignable by Dealer without the written permission of Distributor. Distributor
may assign or transfer this Agreement to any successor firm or corporation that
becomes Distributor or Sub-Distributor of the Fund.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date last written.
DEALER: "ACCEPTED" BY DISTRIBUTOR:
[TYPE NAME] UNIFIED FINANCIAL SECURITIES, INC.
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BY: BY:
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(AUTHORIZED SIGNATURE)
DATE: DATE:
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