PRINCOR FINANCIAL SERVICES CORPORATION
The Principal Financial Group
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DEALER
SELLING AGREEMENT
FOR SHARES OF
THE PRINCOR FAMILY OF MUTUAL FUNDS
Dealer Selling Agreement between Princor Financial Services Corporation
("Princor", "We" or "Us") and _________________________________________
("Dealer" or "You") dated as of _______________________________.
As Distributor and Principal Underwriter for the Princor Funds (hereinafter
collectively referred to as the "Funds" and individually as a "Fund"), each an
open-end investment company of which we are, or may become, Distributor and
whose shares are offered to the public at an offering price which may or may not
include a sales charge, we invite you to become a Selected Dealer to distribute
shares of the Funds.
1. Each Fund offers two classes of shares - one class which bears a front-end
load (the "Class A Shares) and one class which bears a deferred load (the
"Class B Shares"). (The Class A Shares and the Class B Shares are
collectively referred to as the "Shares"). Class A Shares of the Money
Market Funds are offered at net asset value, without any sales charge.
2. Orders for shares received from you and accepted by us will be at the
current public offering price applicable to each order as established by
the then current Prospectus of each Fund. The procedure relating to the
handling of orders shall be subject to instructions which we shall forward
from time to time to all Selected Dealers. Each Fund reserves the right to
withdraw shares from sale temporarily or permanently. All orders are
subject to acceptance or rejection by us and the Fund, each in its sole
discretion.
3. The sales charge applicable to any sale of Class A Shares by you and the
dealer discount applicable to any order from you for the purchase of Class
A Shares accepted by us shall be that percentage of the applicable public
offering price determined as set forth in the Funds' then current
Prospectus and/or Statement of Additional Information.
The rates of any sales charge and/or dealer discount for Class A Shares are
subject to change by us from time to time, and any orders placed after the
effective date of such change will be subject to the rate(s) in effect at
the time of receipt of the payment by us.
Any such sales charges and discounts to selected dealers are subject to
reductions under a variety of circumstances as may be described in the
Funds' then current Prospectus and/or Statement of Additional Information.
To obtain any such reductions, we must be notified when a sale takes place
which would qualify for the reduced charge. There is currently no sales
charge, selling concession or discount on purchases of Shares by the
reinvestment of dividends or capital gains distributions, or when there is
a transfer from one Fund to another Fund or from one account to another
account.
4. If you sell Class B Shares, we will pay you a sales commission equal to the
percentage of the aggregate net asset value of such Class B shares sold as
set forth in the Funds' then current Prospectus and/or Statement of
Additional Information.
We will pay such sales commissions to you bi-monthly on the 15th and last
day of each month.
The rates of any sales charge and/or dealer discount for Class B Shares are
subject to change by us from time to time, and any orders placed after the
effective date of such change will be subject to the rate(s) in effect at
the time of receipt of the payment by us.
We shall be entitled to any contingent deferred sales charges ("CDSC") on
any Shares sold. If, with respect to any Class B Shares sold by you, any
CDSC is waived as provided in the Funds' then current Prospectus and/or
Statement of Additional Information, then in any such case you shall remit
to us promptly upon notice an amount equal to the commissions or a portion
of the commission paid on such shares.
5. Redemption of Shares will be made at the net asset value of such Shares in
accordance with the then current Prospectus and Statement of Additional
Information of the Funds less, in the case of Class B Shares, any
applicable CDSC payable to us.
6. All of the Funds (the "Plan Funds") have adopted a Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "1940 Act"). No such Agreement has been adopted by Princor Cash
Management Fund or Princor Tax-Exempt Cash Management Fund for its Class A
shares. Each Agreement defines service to be provided by Selected Dealers
for which they will be compensated pursuant to the Plan.
(a) As a Selected Dealer, you agree to provide distribution assistance and
administrative support services in connection with the distribution of
shares of the Plan Funds to customers who may from time to time
directly or beneficially-owned Shares, including but not limited to
distributing sales literature, answering routine customer inquiries
regarding the Plan Funds, assisting in the establishment and
maintenance of accounts in the Plan Funds and in the processing of
purchases and redemptions of Shares, making the Plan Funds' investment
plans and dividend options available, and providing such other
information and services in connection with the distribution of Plan
Funds Shares as may be reasonably requested from time to time.
(b) For such services, you will be compensated in accordance with the then
current Prospectus of the Plan Funds.
(c) The Plan may be terminated at any time without payment of any penalty
by any Fund in accordance with the rules governing such plans
promulgated by the Securities and Exchange Commission.
(d) The provisions of the Plan are incorporated herein and made a part
hereof by reference, and will continue in full force and effect so
long as its continuance is approved at least annually pursuant to Rule
12b-1.
7. Each party to this Agreement represents that it currently is and, while
this Agreement is in effect, will continue to be a member in good standing
of the National Association of Securities Dealers, Inc. ("NASD") and agrees
to abide by all Rules and Regulations of that Association, including the
NASD Rules of Fair Practice. If you are a foreign dealer, not eligible for
membership in the Association, you still agree to abide by the Rules and
Regulations of the Association. We both agree to comply with all applicable
state and federal laws, rules and regulations of the Securities and
Exchange Commission and other authorized United States or foreign
regulatory agencies. You further agree that you will not sell, offer for
sale, or solicit shares of the Funds in any state where they have not been
qualified for sale. You will solicit applications and sell shares only in
accordance with the terms and on the basis of the representations contained
in the appropriate prospectus and any supplemental literature furnished by
us.
8. You must represent that you are currently a member of SIPC and, while this
agreement is in effect, will continue to be a member of SIPC. You agree to
notify us immediately if your SIPC membership status changes.
9. IT IS AGREED
(a) That neither of us shall withhold placing customers' orders for shares
so as to profit as a result of such withholding.
(b) We shall not purchase shares from the Funds except for the purpose of
covering purchase orders already received, and you shall not purchase
shares of the Funds except for the purpose of covering purchase orders
already received by you or for your own bona fide investment purposes,
provided, however, any shares purchased for your own bona fide
investment purposes will not be resold except through redemption of
the Funds. Delivery of certificates, if any, for Shares purchased
shall be made by a Fund only against receipt of the purchase price. If
payment for the Shares purchased and all necessary applications and
documents required by the Funds or us are not received within five
business days or such shorter time as may be required by law, the sale
may be cancelled forthwith without any responsibility or liability on
our part or on the part
of the Funds (in which case you will be responsible for any loss,
including loss of profit, suffered by a Fund resulting from your
failure to make payments or provide documents as aforesaid), or, at
our option, we may cause the Shares ordered to be redeemed by the
relevant Fund (in which case we may hold you responsible for any
loss).
(c) We shall accept only unconditional orders. Any right granted to you to
sell shares on behalf of the Funds will not apply to shares issued in
connection with the merger or consolidation of any other investment
company with a Fund or its acquisition, purchase or otherwise, of all
or substantially all the assets of any investment company or
substantially all the outstanding shares of any such company. Also,
any such right shall not apply to shares issued, sold, or transferred,
whether Treasury or newly issued shares, that may be offered by a Fund
to its shareholders as stock dividends or splits for not less than
"net asset value."
(d) We reserve the right to reject any order or application for shares or
to withdraw the offering of shares entirely, and to change any sales
charge and dealer concession, provided that no such change shall
affect concessions on orders accepted by us prior to notice of such
change, unless such change results from a reduction in sales charges
because of legal requirements.
(e) You shall not purchase shares of a Fund from a shareholder at a price
per share which is lower than the current net asset value per share
which is next computed after the receipt of the tender of such shares
by the shareholder.
(f) If shares of the Fund are tendered for redemption within seven
business days after confirmation by us of your original purchase order
for such shares, (i) you shall immediately refund to us the full
concession allowed to you on the original sale, and (ii) we shall pay
to the Fund our share of the "sales charge" on the original sale by
us, and shall also pay to the Fund the refund which we received under
(i) above. You shall be notified by us of such redemption within ten
days of the date on which proper request for redemption is delivered
to us or the Fund. Termination or cancellation of this Agreement shall
not relieve you or us from requirements of this subparagraph (f).
(g) This agreement may not be assigned or transferred in any manner
including by operation of law.
10. We will furnish you, without charge, reasonable quantities of Prospectuses
and sales material or supplemental literature relating to the sale of
shares of the Funds.
11. In all sales of shares, you act as principal and are not employed by us as
broker-agent or employee. You are not authorized to act for us nor to make
any representations in our behalf. In purchasing or selling shares
hereunder you are entitled to rely only upon the
current Prospectus and supplemental literature approved in writing by us.
In the offer and sale of shares of the Funds, you shall not use any
Prospectus or supplemental literature not approved in writing by us. No
person is authorized to make any representations concerning shares of the
Funds except those contained in a current Prospectus and supplemental
literature approved in writing by us. You will use your best efforts in the
promotion of sales of Shares and will be responsible for the proper
instruction and training of all sales personnel employed by you. In making
sales of Shares, you and your personnel will conform to the compliance
standards set forth in Exhibit A hereto.
12. You will indemnify, defend, and hold harmless our firm and all of its
affiliates, and their officers, directors, employees, agents, and assignees
against all losses, claims, demands, liabilities, and expenses, including
reasonable legal and other expenses incurred in defending such claims or
liabilities, whether or not resulting in any liability to any of them, or
which they or any of them may incur, including but not limited to alleged
violations of the Securities Act of 1933, as amended and/or to the
Securities Exchange Act of 1934, as amended, arising out of the offer or
sale of any securities pursuant to this Agreement, or arising out of the
breach of any of the terms and conditions of this Agreement, other than any
claim, demand, or liability arising from any untrue statement or alleged
untrue statement of a material fact contained in a prospectus for the
Funds, as filed and in effect with the SEC, or any amendment or supplement
thereto, or in any application prepared or approved in writing by our
counsel and filed with any state regulatory agency in order to register or
qualify under the securities laws thereof (the "blue sky applications"), or
which shall arise out of or be based upon any omission or alleged omission
to state therein a material fact required to be stated in the prospectus or
any of the blue sky applications or which is necessary to make the
statements or a part thereof not misleading, which indemnity provision
shall survive the termination of this Agreement.
13. No obligation not expressly assumed by us in this Agreement shall be
implied.
14. Either party to this Agreement may terminate this Agreement by written
notice to the other party. We may modify this Agreement at any time by
written notice to you. Any notice shall be deemed to have been given on the
date upon which it was either delivered personally or by fax transmission
to the other party or to any office or member thereof, or was mailed
post-paid or delivered to a telegraph office for transmission at his or its
address as shown herein.
15. All communications to us should be sent to the above address. Any notice to
you shall be duly given if mailed or telegraphed to you at the address
specified by you herein.
16. This Agreement shall be construed in accordance with the laws of the State
of Iowa and shall be binding upon both parties hereto when signed by both
of us in the spaces provided below. This Agreement shall not be applicable
to shares of the Funds in any state in which those shares are not qualified
for sale.
17. This Agreement shall be binding upon both parties hereto when executed by
both parties and supersedes any prior agreement or understanding between us
and you with respect to the sale of the Shares and any of the Funds.
18. This Agreement is in all respects subject to Section 26 of the Rules of
Fair Practice of the NASD which shall control any provisions to the
contrary in this Agreement.
19. If the foregoing represents your understanding, please so indicate by
signing in the proper space below.
PRINCOR FINANCIAL SERVICES CORPORATION
By: __________________________________
Title: _______________________________
We accept the offer set forth above, which constitutes a Selling Agreement with
us.
BY: _____________________________________________
_____________________________________________
Please type or print name
TITLE: __________________________________________
DEALER: _________________________________________
ADDRESS: ________________________________________
________________________________________
DATE: ___________________________________________
APPENDIX A
Compliance Standards
Princor Financial Services Corporation ("Princor"), as distributor for the
Princor Funds which offers their shares on both a front-end load and deferred
load basis, has established compliance standards setting forth the basis upon
which shares of the Princor Funds may be sold. These standards are designed for
each broker/dealer ("dealer") which distributes shares of the Princor Funds and
for such dealer's financial advisers.
As Princor Funds are offered with two different arrangements of sales and
distribution fees, it is important for an investor not only to choose a fund
that best suits his or her investment objectives, but also to choose the sales
financing method which best suits the investor's particular situation. To assist
clients of those firms which distribute shares of the Princor Funds in these
decisions and to ensure proper supervision of Princor Fund purchase
recommendations, Princor requires that such dealers adhere to the following
compliance standards when selling Princor Funds:
1. Any purchase that results in a shareholder having less than $250,000
invested in Princor accounts that are aggregated for rights of accumulation
purposes may be either front-end load (Class A) or subject to a contingent
deferred sales charge (Class B).
The dealer's branch office manager (or other appropriate reviewing officer)
must review for suitability the purchase order ticket for shares subject to
either a front-end or a contingent deferred sales charge, given the
relevant facts and circumstances, including but not limited to:
(a) the specific purchase order dollar amount;
(b) the length of time the investor expects to hold the shares purchased;
and
(c) any other relevant circumstances, such as the availability of
purchases under letters of intent or pursuant to rights of
accumulation.
2. Any mutual fund purchase order that results in a shareholder having
$250,000 or more invested in Princor accounts that are aggregated for
rights of accumulation purposes should be for shares which are subject to a
front-end sales load (Class A shares) because there are few circumstances
under which it is advantageous for an investor to place such an order for
Class B shares. Such an order placed for shares subject to a contingent
deferred sales charge must be approved by the dealer's regional director
(or a person of comparable status) and confirmed in writing by the
investor.
General Guidelines
There are instances where one financing method may be more advantageous to an
investor than the other. For example, investors who qualify for a significant
discount on a front-end sales load may determine that a front-end load purchase
is preferable to payment of the higher SEC Rule 12b-1 distribution fee and the
contingent deferred sales charge imposed upon Class B shares.
On the other hand, an investor whose order would not qualify for a discount may
wish to defer the sales load and have all funds invested in shares initially.
Responsibility of Branch Office Manager
(or other appropriate reviewing officer)
The dealer's branch office manager or other appropriate reviewing officer (the
"Reviewing Officer") must ensure that the registered representative has advised
the client of the available financing methods offered by the Princor Funds, and
the impact of choosing one method over another. In certain instances, it may be
appropriate for the branch office manager to discuss the purchase directly with
the client.
Effectiveness
These compliance guidelines are effective immediately upon execution of a dealer
agreement with Princor with respect to any order for shares of any Princor Fund
for which Princor acts as distributor.
Questions relating to these compliance guidelines should be directed by the
dealer to its national mutual fund sales and marketing group or its Legal
Department or Compliance Director. Princor will advise dealers of any changes in
these guidelines in the future.