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Exhibit 6
GRADISON CUSTODIAN TRUST
AMENDMENT TO MASTER DISTRIBUTION AGREEMENT
Agreement made this 19th day of April, 1994, by and between Gradison Custodian
Trust and XxXxxxxx & Company Securities, Inc.
The terms of the agreement of September 16, 1987 between the Trust and Gradison
& Company Incorporated, as modified on October 4, 1991, are hereby modified as
follows:
The following is substituted for the first sentence of Section 2(e) of the
Agreement:
In addition to the above, the Distributor shall also receive compensation
for personal services rendered to shareholders of the Portfolio including
providing shareholder liaison services such as responding to shareholder
inquiries and providing information to shareholders about their accounts. Such
compensation shall be in an amount equal to a percentage (annual rate) of the
assets of Portfolio accounts which are attributable to the Distributor during
the preceding month, as provided in Schedule A to this Agreement.
Agreed this 19th day of April, 1994.
GRADISON CUSTODIAN TRUST
by:/s/Xxxxxx X. Xxxxxx
Chairman
XXXXXXXX & COMPANY SECURITIES, INC.
by: /s/Xxxxxxx X. Xxxxxx
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GRADISON CUSTODIAN TRUST
GRADISON GOVERNMENT INCOME FUND
MASTER DISTRIBUTION AGREEMENT
Agreement made as of this 4th day of October 1991 by and between Gradison
Custodian Trust (the `Trust"), an Ohio business trust, and XxXxxxxx & Company
Securities, Inc., an Ohio corporation.
The terms of the agreement of September 16, 1987 between the Trust and Gradison
& Company Incorporated are hereby incorporated by reference herein except that
the Distributor shall be XxXxxxxx & Company Securities, Inc., the term of this
Agreement shall commence on the date set forth hereinabove, and any notice
required to be given pursuant to the Agreement shall be given to the Distributor
at Gradison Division XxXxxxxx & Company Securities, Inc. 000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx 00000.
GRADISON CUSTODIAN TRUST
BY: /s/Xxxxxx X. Xxxxxx
Chairman
XXXXXXXX & COMPANY SECURITIES, INC.
BY:[Illegible]
Chairman
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GRADISON CUSTODIAN TRUST
GRADISON GOVERNMENT INCOME FUND
MASTER DISTRIBUTION AGREEMENT
-----------------------------
AGREEMENT made this 16th day of September, 1987 by and between Gradison
Custodian Trust (the "Trust"), an Ohio business trust, and Gradison &
Company Incorporated (the "Distributor"), a Delaware corporation.
W I T N E S S E T H:
In consideration of the mutual convenants hereinafter contained, the
parties hereto agree as follows:
Section 1. Appointment of the Distributor.
-------------------------------
(a) The Trust hereby appoints the Distributor as its agent to arrange for
the sale of shares of beneficial interest (the `Shares") of the Gradison
Government Income Fund (the "Series") on the terms and for the period set forth
in this Agreement, and the Distributor hereby accepts such appointment and
agrees to act hereunder.
(b) Should the Trust establish any additional series subsequent to the
date hereof for which the Trust wishes to appoint the Distributor as its agent
to arrange for the sale of the shares thereof under the terms of this Agreement,
the Trust shall provide the Distributor with a written notice to such effect. If
the Distributor is willing to serve in such capacity, it shall provide the Trust
with a written notice to such effect, whereupon the shares of such series,
together with the shares of the Series named in Section 1(a) hereunder, shall be
included in the term "Shares" hereunder, and such series, together with the
Series named in Section 1(a) hereunder, shall be included in the term "Series"
hereunder.
(C) It is understood that purchases of Shares of the Series may be made through
other broker--dealers entering into agreements with either the Trust or the
Distributor and directly through the Trust in the manner set forth in the
Prospectus. As used in this Agreement, the term "Prospectus" shall mean the
prospectus(es) and statement(s) of additional information included in the
Trust's Registration Statement and relating to the Series for which the
Distributor serves in such capacity hereunder, and the term "Registration
Statement" shall mean the Registration Statement(s) most recently filed by the
Trust with the Securities and Exchange Commission and effective under the
Securities Act of 1933, as amended (the `1933 Act") and the Investment Company
Act of 1940, as amended (the "1940 Act"), as such Registration Statement is
amended by any amendments thereto at the time in effect.
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Section 2. Services and Duties of the Distributor.
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(a) The Distributor agrees to arrange to sell, as agent for the Trust and from
time to time during the term of this Agreement, the Shares of the Series upon
the terms described in the Prospectus.
(b) During the continuous public offering of the Shares of the Series, the
Distributor will hold itself available to receive orders, satisfactory to the
Distributor, for the purchase of such Shares and will accept such orders on
behalf of the Trust as of the time of receipt of such orders and will transmit
such orders as are so accepted to the Trust as promptly as practicable. Purchase
orders shall be deemed effective at the time and in the manner set forth in the
Prospectus.
(c) The Distributor, as agent for the Trust and in its discretion, may
enter into agreements with such registered and qualified retail broker-- dealers
as it may select pursuant to which such broker-dealers may also arrange for the
sale or sell Shares of the Series. The Distributor, as a retail broker--dealer
may also sell shares of the Series. When it does so, it shall do so pursuant to
the Form of "Dealer's Agreement" attached hereto and as may be modified in the
future.
(d) The offering price of the Shares of each Series shall be the net
asset value per share of each such Series next determined following receipt of
an order plus the sales charge, if any, as stated in the Prospectus. The Trust
shall furnish the Distributor, with all possible promptness, advice of each
computation of each Series' net asset value. The Trust may at any time withdraw
offerings of the Shares of one or more Series by notice to the Distributor. The
Distributor shall receive the entire amount of the sales charge (except to the
extent that sales are made at net asset value) as compensation for its services
under this Agreement; however, the Distributor may reallow all or any portion of
such charge to broker-dealers entering into agreements with the Distributor to
sell Shares of the Series.
(e) In addition to the above, the Distributor shall also receive compensation
for services rendered in an amount equal to a percentage (annual rate) of the
assets of a Series' accounts which are attributable to the Distributor during
the preceding month, as provided in Schedule A to this Agree- ment. Such amount
shall be paid by the Trust at the end of each calendar month. The Trust's
obligation to make payments described in this paragraph (e) is contingent upon
the continuance of the Trust's Distribution Expense Plan, and in that connection
it is understood that:
(i) such Plan shall remain in effect for one year from its adoption date and may
be continued from year to year thereafter only if the Plan and any related
agreements are approved at least annually by a majority vote of the Trustees of
the Trust, including a majority of the Trustees who are not "interested persons"
of the Trust and who have no direct or indirect financial interest
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in the operation of the Plan or in any related agreement ("Independent
Trustee"), cast in person at a meeting called for the purpose of voting on such
Plan and agreements; and
(ii) the Plan may be terminated with respect to any Series at any time by a
majority vote of the Independent Trustees or by vote of a majority of the
outstanding voting securities of the Series. In the event the Plan is not
continued or is terminated, this Agreement shall automatically terminate.
(f) The Distributor hereby agrees to use its best efforts to find purchasers who
shall purchase the Shares of the Series; it shall not be obligated to sell any
certain number of such Shares and nothing herein contained shall prevent the
Distributor from entering into like distribution arrangements with other
investment companies so long as the performance of its obligations hereunder is
not impaired thereby.
(g) The Distributor is authorized on behalf of the Trust to purchase Shares of
the Series presented to it by dealers at the price determined in accordance
with, and in the manner set forth in, the Prospectus.
Section 3. Duties of the Trust.
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(a) The must agrees to sell the Shares of the Series so long as it has such
Shares available for sale and to issue, if requested by the purchaser,
certificates for the Shares of the Series, registered in such names and amounts
as the Distributor has requested in writing, as promptly as practicable after
receipt by the Trust of the net asset value thereof and written request of the
Distributor therefor.
(b) The Trust shall keep the Distributor fully informed with regard to its
affairs and the affairs of the Series and shall furnish to the Distributor
copies of all information, financial statements and other papers which the
Distributor may reasonably request for use in connection with the distribution
of the Shares. This shall include, without limitation, one certified copy of all
financial statements of the Trust and the Series prepared by independent
accountants and such reasonable number of copies of its roast current
Prospectus, and annual and interim reports as the Distributor may request. The
Trust shall cooperate fully in the efforts of the Distributor to arrange for the
sale of the Shares and in the performance of the Distributor's duties under this
Agreement.
(c) The Trust shall take, from time to time, all necessary action b fix the
number of authorized Shares of the Series and such steps, including, payment of
the related filing fees, as may be necessary to register the same under the 1933
Act so that there will be available for sale such number o4 Shares of the Series
as the Distributor may be expected to sell. The Trust agrees to file from time
to time such amendments, reports and other documents
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as may be necessary in order that there may be no untrue statement of a material
fact in a Registration Statement or Prospectus, or necessary in order that there
may be no omission to state a material fact in the Registration Statement or
Prospectus which omission would make the statements therein, in light of the
circumstances under which they were made, misleading.
(d) The Trust shall use its best efforts to qualify and maintain the
qualification of an appropriate number of the Shares of the Series for sale
under the securities laws of such states as the Distributor and the Trust may
approve, and, if necessary or appropriate in connection therewith, to qualify
and maintain the qualification of the Trust as a broker, dealer or agent in such
states; provided that the Trust shall not be required to amend the Declaration
of Trust or its By--Laws to comply with the laws of any state, to maintain an
office in any state, to change the terms of the offering of the Shares of the
Series in any state from the terms set forth in its Registration Statement or
Prospectus, to qualify as a foreign corporation, business trust or similar
entity in any state or to consent to service of process in any state other than
with respect to claims arising out of the offering of the Shares of the Series.
The Distributor shall furnish such information and other material relating to
its affairs and activities as may be required by the Trust in connection with
such qualifications.
Section 4. Expenses.
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(a) The Trust shall bear all costs and expenses of the continuous
offering of the Shares of the Series in connection with: (i) fees and
disbursements of counsel and auditors, (ii) the preparation, filing and printing
of any registration statements and/or prospectuses required by and under the
Federal securities laws, (iii) the preparation and mailing of annual and interim
reports and proxy materials to shareholders and (iv) the qualification of the
Shares for sale and of the Trust as a broker-dealer under the securities laws of
such states or other jurisdictions as shall be selected by the Trust and the
Distributor pursuant to Section 3(d) hereof and the cost and expenses payable to
each such state for continuing qualification therein. Any such costs and
expenses borne by the Trust which are attributable only to one Series will be
allocated to that Series; expenses which are not specifically allocable will be
allocated to each Series in a manner and on a basis determined in good faith by
the Trustees (including a majority of the Trustees who are not "interested
persons (as defined in the 0000 Xxx) of the Trust, the Adviser or the
Distributor) to be fair and equitable.
(b) The Distributor shall bear the following expenses (on a Series by Series
basis, where applicable): (i) the costs and expenses of preparing, printing and
distributing any materials not prepared by the Trust and other materials used by
the Distributor in connection with the offering of the Shares of the Series for
sale to the public, including the additional cost of printing copies of the
Prospectus and of annual and interim reports to shareholders other than the
copies thereof required for distribution to existing shareholders or for filing
with any federal and state securities authorities, (ii) the expenses of
registration or qualification of the Distributor as a dealer or broker under
federal or state laws and the expenses of continuing
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such registration or qualification; and (iii) any other distribution or
promotional expenses incurred by the Distributor in connection with such
offering, except for any such distribution or promotional expenses as are paid
by one or more Series pursuant to a Rule 12b--l distribution expense plan.
Section 5. Indemnification.
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The Trust agrees to indemnify, defend and hold the Distributor, its officers and
directors and any person who controls the Distributor within the meaning of
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending such claims, demands or liabilities and any counsel fees incurred
in connection therewith) which the Distributor, its officers, directors or any
such controlling person may incur under the 1933 Act, the 1934 Act, or under
common law or otherwise, arising out of or based upon any untrue statement of a
material fact contained in the Registration Statement or Prospectus or arising
out of or based upon any alleged omission to state a material fact required to
be stated in either thereof or necessary to make the statements in either
thereof not misleading, except insofar as such claims, demands, liabilities or
expenses arise out of or are based upon any such untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information furnished in writing by the Distributor to the Trust for use in
the Registration Statement or Prospectus; provided, however, that this indemnity
agreement, to the extent that it might require indemnity of any person who is
also an officer or director of the Trust or who controls the Trust within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, shall not
inure to the benefit of such officer, director or controlling person unless a
court of competent jurisdiction shall determine, or it shall have been
determined by controlling precedent, that such result would not be against
public policy as expressed in the 1933 Act; and further provided, that in no
event shall anything contained herein be so construed as to protect the
Distributor against any liability to the Trust or to its security holders to
which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
by reason of its reckless disregard of its obligations under this Agreement. The
Trust's agreement to indemnify the Distributor, its officers and directors and
any such controlling person as aforesaid is expressly conditioned upon the Trust
being promptly notified of any action brought against the Distributor, its
officers or directors, or any such controlling person, such notification to be
given by letter or telegram addressed to the Trust at its principal business
office. The Trust agrees promptly to notify the Distributor of the commencement
of any litigation or proceedings against it or any of its officers or directors
in connection with the issue and sale of any of its Shares. The Distributor
agrees to indemnify, defend and hold the Trust, its trustees and officers and
any person who controls the Trust, if any, within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Trust, its trustees or officers
or any such controlling person may
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incur under the 1933 Act, and the 1934 Act, or under common law or otherwise,
but only to the extent that such liability or expense incurred by the Trust, its
trustees or officers or such controlling person resulting from such claims or
demands shall arise out of or be based upon (i) any alleged untrue statement of
a material fact contained in information furnished in writing by the Distributor
to the Trust for use in the Registration Statement or Prospectus; (ii) any
failure of the Distributor or any investor purchasing Shares of a Series through
the Distributor to timely transmit good payment for the purchase of such Shares;
or (iii) any breach of the obligations of the Distributor under Section 6 of
this Agreement. The Distributor's agreement to indemnify the Trust, its trustees
and officers and any such controlling person as aforesaid, is expressly
conditioned upon the Distributor being promptly notified of any event giving
rise to rights of indemnification hereunder, including any action brought
against the Trust, its trustees or officers or any such controlling person, such
notification being given to the Distributor at its principal business office.
Section 6. COMPLIANCE WITH SECURITIES LAWS. The Trust represents that it is
registered as a diversified, open--end management investment company under the
1940 Act, and agrees that it will comply with all, of the provisions of the 1940
Act and of the rules and regulations thereunder. The Trust and the Distributor
each agree to comply with all of the applicable terms and provisions of the 1940
Act, the 1933 Act and, subject to the provisions of Section 3(d), all applicable
state "Blue Sky" laws. The Distributor agrees to comply with all of the
applicable terms and provisions of the 1934 Act.
Section 7. TERM OF AGREEMENT. This Agreement shall commence on the date
first set forth above. This Agreement shall continue in effect for a period more
than one year from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act.
Section 8. TERMINATION. This Agreement may be terminated with respect
to any Series at any time, without the payment of any penalty, by vote of a
majority of the outstanding voting securities of the respective Series on not
more than sixty days' written notice to the Distributor- This Agreement may also
be terminated by the Distributor upon not more than twenty--four hours' written
notice to the Trust. Any such notices shall be by delivery in person or by
registered or certified mail to the addresses of the parties as specified below.
In the event of termination, any sums due the Distributor for itself for
accounts serviced prior to termination will be paid within ten days after the
end of the month of such termination.
This Agreement shall terminate automatically in the event of its
assignment (within the meaning of the Investment Company Act of 1940, as
amended) unless such automatic termination shall be prevented by an order of
exemption from the Securities and Exchange Commission.
Section 9. NOTICES. Any notice required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered
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mail, postage prepaid, (1) to the Distributor at Gradison & Company
Incorporated, The 000 Xxxxxxxx, Xxxxxxxxxx, Xxxx 00000 or (2) to the Trust at
Gradison Custodian Trust, The 000 Xxxxxxxx, Xxxxxxxxxx, Xxxx 00000.
Section 10. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Ohio.
Section 11. NON--LIABILITY OF SHAREHOLDERS, TRUSTEES, OFFICERS,
EMPLOYEES, REPRESENTATIVES AND AGENTS. A copy of the Declaration of Trust, as
amended, establishing the Trust is on file with the Secretary of the State of
Ohio, and notice is hereby given that this Agreement is executed on behalf of
the Trust by the Officers of the Trust as officers, and not individually, and
that the shareholders, trustees, officers, employees, representatives or agents
of the Trust shall not personally be bound by or liable under this Agreement,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim thereunder, as more fully provided under the terms of the
Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
GRADISON CUSTODIAN TRUST
By:/s/ Xxxxx Xxxxx
President
GRADISON & COMPANY INCORPORATED
By:/s/Xxxxxx X. Xxxxxx
President
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Master Distribution Agreement
between
Gradison Custodian Trust
and
Gradison Government Income Fund
Schedule A
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Distribution Expense Fee
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Series Fee
Gradison Government Income Fund .25% of 1% of the
average
daily net assets of
the Series
