THE FBR FAMILY OF FUNDS
FORM OF
SELECTED DEALER AGREEMENT
AGREEMENT made this ____________ day of ________, 19____, between
Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc., a corporation organized under the laws
of the State of _________ with its principal place of business at Potomac Tower,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and
__________________________________, a member of the National Association of
Securities Dealers, Inc. ("Dealer").
WHEREAS, Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. serves as the principal
underwriter (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' Prospectus, may subcontract any or all of its functions to one or more
qualified sub-transfer agents or processing agents; 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 no consideration under this agreement in consideration of
these Services. 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 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 represents that to the extent required by the Internal Revenue
Code of 1986 and applicable Internal Revenue Service regulation
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 or 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 at 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
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(in accordance with Section 4(a) or, if applicable, Section 5(c)) so long as the
Trust's transfer agent, on behalf of the Trust, has received Fed Funds form
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 Prospectus of the Trust, 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 at 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 prospectus and statement of additional information of the Trust and
in such printed information subsequently issued by the trust or the Distributor
as information supplemental to the prospectus and statement of additional
information.
(b) Dealer will not offer or sell any of the shares except under
circumstances that will result in compliance with the
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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
Distributor shall advise Dealer 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.
(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 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 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 by the following procedure 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.
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(c) This Agreement will terminate automatically upon the termination of
either of the Transfer Agent Agreement or 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:
Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc.
_______________________________________
By:
_______________________________________
Name:
_______________________________________
Title:
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THE FBR FAMILY OF FUNDS
SELECTED DEALER AGREEMENT
Exhibit A
SERVICE 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 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, break down and pay or, at customer's direction,
consolidate and reinvest customer dividends on payment dates.
(iii) Maintain all proof procedures between customer subaccounts and
the central account with the Trust.
(iv) 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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