THE FBR FAMILY OF FUNDS
SELECTED DEALER AGREEMENT
AGREEMENT made this ___day of ________________, 19____, between FBR
Investment Services, Inc., a corporation organized under the laws of the State
of Delaware with its principal place of business at Potomac Tower, 0000
Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 and
__________________________________, a member of the National Association of
Securities Dealers, Inc. ("Dealer").
WHEREAS, FBR Investment Services, Inc. serves as a distributor (the
"Distributor") for current and future series (each a "Fund" and collectively the
"Funds") of the FBR Family of Funds (the "Trust") pursuant to a distribution
agreement (the "Distribution Agreement") and, as described in the Funds'
Prospectuses, may enter into sales agreements with certain dealers; and
WHEREAS, the Distributor and Dealer, acting as a Selected Dealer as
described in the Funds' Prospectuses, desire to document their procedures
regarding the purchase, redemption and transfer of Fund shares;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained and other valuable consideration, the Distributor and
Dealer agree as follows:
SECTION 1. SERVICES; COMPENSATION
Dealer shall perform some or all of the services described in Exhibit A
hereto (the "Services") in connection with its purchase and redemption of shares
of the Funds at the direction of, and as agent for, its customers. Dealer will
bear all expenses incurred by it or its agents in performing the Services.
Dealer shall receive from the Distributor, such compensation, including sales
loads and fees pursuant to the Trust's Rule 12b-1 Distribution and/or Service
Plans, as set forth in the Funds' Prospectuses, as amended from time to time.
Dealer shall act only as agent for its customers in all purchase and redemption
transactions and in furnishing information regarding the Trust, the Funds or the
Trust shares and shall not act as agent for the Trust.
SECTION 2. RECORDKEEPING
Dealer represents and covenants to the Distributor and to the Trust
that it will comply with all recordkeeping, reporting, account maintenance and
other requirements imposed upon Dealer or the Trust by applicable state and
Federal laws. Dealer also
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represents that to the extent required by the Internal Revenue Code of 1986, as
amended, and applicable Internal Revenue Service regulations it will (i) obtain
and maintain for each customer for which Dealer maintains an account and, unless
otherwise agreed to, for each customer to whom Dealer otherwise provides
service, a certified taxpayer identification number and (ii) prepare and
distribute all Form 1099s and Individual Retirement Account reporting forms to
each of Dealer's or its affiliates' customers who hold Fund shares in "street
name" or through an omnibus account with the Trust's transfer agent.
SECTION 3. PURCHASE AND REDEMPTION ORDERS
Dealer shall purchase (with funds to be subsequently delivered as
provided in Section 4) and redeem (which for purposes hereof includes exchange)
shares of a Fund by written, including facsimile, or oral order ("Orders") for
the account of Dealer's various customers, whether the records of the customers'
holdings of Fund shares are maintained by the Trust's transfer agent or by
Dealer on behalf of the customers. Dealer represents that it will have
appropriate power to transmit Orders on behalf of its customers. Upon the
Trust's request, to the extent necessary for the parties to comply with
applicable securities laws and not inconsistent with Dealer's agreement with its
customers, Dealer shall provide a list of all Trust shareholder accounts
maintained by Dealer, showing each account name, address and share holding.
Dealer shall provide the Trust with such other information as the Trust may
reasonably request concerning the location (by state) of accounts to which
shares are sold and the amounts thereof.
SECTION 4. ORDER PRICING; DELIVERY OF FUNDS; DIVIDENDS
(a) All Orders will be priced on the basis of, and effected immediately
after, the next determined net asset value of the applicable Fund after receipt
of the Order by the Trust's transfer agent in proper form and, if necessary,
confirmation of the Order. Orders may be confirmed by telephone call or
otherwise as the Trust's transfer agent deems appropriate.
(b) With respect to each purchase Order, Dealer shall deliver funds on
deposit at a Federal Reserve Bank ("Fed Funds") by wire or otherwise to the
applicable Fund's account as designated in the Fund's Prospectus or as may be
agreed to by the Trust's transfer agent, Dealer and the Trust. Proceeds of any
redemption Order will be delivered by the Trust's transfer agent (i) to Dealer
to the account listed on Exhibit B or such other account as Dealer may designate
in writing (the "Account") on the day a redemption Order is effected or (ii) to
a shareholder of a Fund in accordance with the procedures contained in the
Fund's Prospectus.
(c) Shares of a Fund purchased by Order will become eligible to receive
dividends on the day that the Order is priced (in accordance with Section 4(a)
or, if
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applicable, Section 5(c)) so long as the Trust's transfer agent, on behalf of
the Trust, has received Fed Funds from Dealer by 4:00 p.m., Eastern Time, on
that day.
SECTION 5. DELAYED PAYMENTS
(a) If the Trust's transfer agent, on behalf of the Trust, does not
receive a wire by the times indicated in Section 4 due to errors made by Dealer
or any of its affiliates or agents, Dealer will pay the Trust's transfer agent a
fee based on and in the same amount as any overdraft fees and interest charges
incurred by the Trust's transfer agent or the Trust with respect to the
transaction. If the Trust's transfer agent does not receive payment for shares
purchased on the same day as an Order, the Trust's transfer agent and the
Distributor reserve the right, without notice, either to cancel the sale or to
sell the shares purchased back to the Trust, and in either case, Dealer shall be
responsible for any loss, including loss of profit, suffered by the Trust's
transfer agent, the Distributor or the Trust resulting from Dealer's failure to
make payment.
(b) If Dealer does not receive redemption proceeds by the time
indicated in the then current Prospectuses of the Funds, due to errors made by
the Trust's transfer agent, the Trust or the Trust's custodian (acting in that
capacity) or any of the Trust's transfer agent's affiliates or agents, the
Distributor will pay Dealer an amount equal to any overdraft fees and interest
charges that would be incurred by the Trust for an equivalent overdraft at its
custodian.
(c) If Dealer delivers Fed Funds with respect to an Order but fails to
notify the Trust's transfer agent of the Order prior to the time at which the
Order would be priced had the Order been placed at the time of receipt of the
funds, the purchase will be priced on the basis of the net asset value
determined on the Fund Business Day (as defined in the applicable Prospectus)
after the day the funds are received.
SECTION 6. INFORMATION PERTAINING TO THE SHARES
(a) Dealer and its officers, employees and agents are not authorized to
make any representations concerning the Trust, the Funds or the Trust shares
except accurate communication of factual information contained in the
then-current prospectuses and statements of additional information of the Funds
and in such printed information subsequently issued by the Trust or the
Distributor as information supplemental to the prospectuses and statements of
additional information.
(b) Dealer 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 its customers. In connection with sales and offers to sell
shares, Dealer will furnish to each person to whom any such sale or offer is
made, a copy of the Fund's then current prospectus. The
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Distributor shall advise Dealer as to the states or other jurisdictions in which
shares of the Funds have been qualified for sale under, or are exempt from the
requirements of the respective securities laws of such states and jurisdictions.
Dealer will not offer or sell shares to any person or entity in any jurisdiction
in which such offer, solicitation, purchase or sale would be unlawful under the
securities laws of such jurisdiction.
(c) The Distributor shall be under no liability to Dealer except for
lack of good faith and for obligations expressly assumed by the Distributor
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, The Investment Company Act of 1940 (the "Act") 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.
SECTION 7. CERTIFICATION
The person signing below on behalf of Dealer certifies that he has been
duly elected, is now legally holding the offices indicated and is authorized to
execute this Agreement. He further certifies that Dealer is duly organized and
existing and has the power and all necessary licenses, authorizations and
consents of the federal, state and local governmental authorities, and
self-regulatory organizations to take the actions referred to herein. He
certifies and agrees that the certifications and authorizations described in
this Agreement will continue in effect until the Distributor and the Trust's
transfer agent receive actual written notice of any change thereof.
SECTION 8. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of
the State of Delaware.
(b) This Agreement may be amended in writing at any time by the parties
hereto. In addition, this Agreement may be amended by the Distributor from time
to time in order to enable the Trust, the Distributor or the Trust's transfer
agent to comply with any regulatory requirements or policy positions which may
be imposed or adopted in the future by any governmental authority with
jurisdiction over the Trust, the Distributor or the Trust's transfer agent. The
Distributor will mail a copy of the amendment to Dealer at the address listed
above or such other address as Dealer shall in writing provide to the
Distributor. The amendment will be effective immediately upon its being sent.
(c) This Agreement will terminate automatically upon (i) its
assignment, the term "assignment" for this purpose having the meaning defined in
Section 2 (a) (4)
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of the Act or (ii) the termination of the Distribution
Agreement. This Agreement may be terminated at any time by any party hereto
without cause by giving the other parties at least sixty (60) days' written
notice of its intention to terminate.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
By:
Name:
Title:
FBR Investment Services, Inc.
By:
Name: C. Xxxx Xxxxxx
Title: Chief Operating Officer
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THE FBR FAMILY OF FUNDS
SELECTED DEALER AGREEMENT
Exhibit A
SERVICES TO BE PERFORMED BY DEALER
a. Maintain customer account detail for shares held for customers.
b. Issue and deliver periodic statements to customers.
c. Receive from the Trust and break down and remit to customers monies
associated with their redemption of Trust shares.
d. Answer customer inquiries regarding account status and history.
e. Fill customer requests for prospectuses and statements of additional
information.
f. Receive and process customer registration forms.
g. Receive and preserve records regarding the services to be performed,
as required by applicable law and regulations.
h. For any omnibus or similar account maintained with the Trust's
transfer agent, perform all subaccounting for subaccounts, including:
(i) Break down daily dividend accruals and apply them to
customer account records.
(ii) Receive from the Trust and break down and remit to customers
monies Associated with their redemption of shares.
(iii) Receive, break down and pay or, at customer's direction,
consolidate and reinvest customer dividends on payment
dates.
(iv) Maintain all proof procedures between customer subaccounts
and the central account with the Trust.
(v) Perform all special mailings to customers required by the
Trust, such as annual prospectus mailings, proxy
solicitations, and semi-annual and annual reports.
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THE FBR FAMILY OF FUNDS
SELECTED DEALER AGREEMENT
Exhibit B
WIRE RECEIPT ACCOUNT
Name of Bank -------------------------------------------------------------
Street Address -------------------------------------------------------------
City/State/Zip -------------------------------------------------------------
ABA Routing No. -------------------------------------------------------------
Account No. -------------------------------------------------------------
Title of Account -------------------------------------------------------------
Instructions -------------------------------------------------------------
-------------------------------------------------------------
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