DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT
(the “Agreement”) is made as of the 5th day of
May 2008 by and among the Congressional Effect Family of Funds (the “Fund”), a
Delaware Statutory Trust, Congressional Effect Management, LLC, a Delaware
limited liability company (the “Adviser”), and Matrix Capital Group, Inc. (the
“Distributor”), a New York corporation.
WITNESSETH
THAT:
WHEREAS, the Fund is
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the “1940 Act”) and has registered its shares
of beneficial interest (the “Shares”) under the Securities Act of 1933, as
amended (the “1933 Act”) in one or more distinct series of Shares (the
“Portfolio” or “Portfolios”);
WHEREAS, the Adviser has been
appointed investment adviser to the Fund;
WHEREAS, the Distributor
is a broker-dealer registered with the U.S. Securities and Exchange Commission
(the “SEC”) and a member in good standing of the Financial Industry Regulatory
Authority, Inc. (the “FINRA”); and
WHEREAS, the Fund, the Adviser
and the Distributor desire to enter into this Agreement pursuant to which the
Distributor will provide distribution services to the Portfolios of the Fund
identified on Schedule A, as may be amended from time to time, on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in
consideration of the premises and mutual covenants contained in this Agreement,
the Fund, the Adviser and the Distributor, intending to be legally bound hereby,
agree as follows:
1. Appointment
of Distributor. The Fund hereby appoints the Distributor as
its agent for the distribution of the Shares, and the Distributor hereby accepts
such appointment under the terms of this Agreement. The Fund shall
not sell any Shares to any person except to fill orders for the Shares received
through the Distributor; provided, however, that the foregoing exclusive right
shall not apply: (i) to Shares issued or sold in connection with the merger or
consolidation of any other investment company with the Fund or the acquisition
by purchase or otherwise of all or substantially all of the assets of any
investment company or substantially all of the outstanding shares of any such
company by the Fund; (ii) to Shares which may be offered by the Fund to its
shareholders for reinvestment of cash distributed from capital gains or net
investment income of the Fund; or (iii) to Shares which may be issued to
shareholders of other funds who exercise any exchange privilege set forth in the
Fund's Prospectus. Notwithstanding any other provision hereof, the
Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in
its sole discretion, it deems such action to be desirable, and the Distributor
shall process no further orders for Shares after it receives notice of such
termination, suspension or withdrawal.
2. Fund
Documents. The Fund has provided the Distributor with properly
certified or authenticated copies of the following Fund related documents in
effect on the date hereof: the Fund's organizational documents, including
Articles of Incorporation and by-laws; the Fund's Registration Statement on Form
N-1A, including all exhibits thereto; the Fund's most current Prospectus and
Statement of Additional Information; and resolutions of the Fund's Board of
Trustees authorizing the appointment of the Distributor and approving this
Agreement. The Fund shall promptly provide to the Distributor copies,
properly certified or authenticated, of all amendments or supplements to the
foregoing. The Fund shall provide to the Distributor copies of all
other information which the Distributor may reasonably request for use in
connection with the distribution of Shares, including, but not limited to, a
certified copy of all financial statements prepared for the Fund by its
independent public accountants. The Fund shall also supply the
Distributor with such number of copies of the current Prospectus, Statement of
Additional Information and shareholder reports as the Distributor shall
reasonably request.
3. Distribution
Services. The Distributor shall sell and repurchase Shares as
set forth below; subject to the registration requirements of the 1933 Act and
the rules and regulations thereunder, and the laws governing the sale of
securities in the various states (“Blue Sky Laws”):
|
|
a.
|
The
Distributor, as agent for the Fund, shall sell Shares to the public
against orders therefore at the public offering price, as determined in
accordance with the Fund’s then current Prospectus and Statement of
Additional Information. The sales load paid to the Distributor will be
disbursed by the Distributor to i) the selling broker/dealer according to
the schedule in the then current prospectus; and ii) the retained
commissions to the wholesaler responsible for the broker/dealer
relationship; and iii) any remaining amounts shall be applied to the
Fund’s 12b-1 eligible distribution
expenses
|
|
|
b.
|
The
net asset value of the Shares shall be determined in the manner provided
in the then current Prospectus and Statement of Additional
Information. The net asset value of the Shares shall be
calculated by the Fund or by another entity on behalf of the
Fund. The Distributor shall have no duty to inquire into or
liability for the accuracy of the net asset value per Share as
calculated.
|
|
|
c.
|
Upon
receipt of purchase instructions, the Distributor shall transmit such
instructions to the Fund or its transfer agent for registration of the
Shares purchased.
|
|
|
d.
|
The
Distributor shall also have the right to take, as agent for the Fund, all
legally permissible actions that, in the Distributor's judgment, are
necessary to effect the distribution of
Shares.
|
|
|
e.
|
Nothing
in this Agreement shall prevent the Distributor or any “affiliated person”
from buying, selling or trading any securities for its or their own
account or for the accounts of others for whom it or they may be acting;
provided, however, that the Distributor expressly agrees that it shall not
for its own account purchase any Shares of the Fund except for investment
purposes and that it shall not for its own account sell any such Shares
except for redemption of such Shares by the Fund, and that it shall not
undertake activities which, in its judgment, would adversely affect the
performance of its obligations to the Fund under this
Agreement.
|
|
|
f.
|
The
Distributor, as agent for the Fund, shall repurchase Shares at such prices
and upon such terms and conditions as shall be specified in the
Prospectus.
|
4. Distribution
Support Services. In addition to the sale and repurchase of
Shares, the Distributor shall perform the distribution support services set
forth on Schedule B attached hereto, as may be amended from time to
time. Such distribution support services shall include: Review of
sales and marketing literature and submission to the FINRA; FINRA record
keeping; and quarterly reports to the Fund's Board of Trustees. Such
distribution support services may also include: fulfillment services, including
telemarketing, printing, mailing and follow-up tracking of sales leads; and
licensing Adviser or Fund personnel as registered representatives of the
Distributor and related supervisory activities.
5. Reasonable
Efforts. The Distributor shall use all reasonable efforts in
connection with the distribution of Shares. The Distributor shall
have no obligation to sell any specific number of Shares and shall only sell
Shares against orders received therefore. The Fund shall retain the
right to refuse at any time to sell any of its Shares for any reason deemed
adequate by it.
6. Compliance. In
furtherance of the distribution services being provided hereunder, the
Distributor and the Fund agree as follows:
|
|
a.
|
The
Distributor shall comply with the Rules of Conduct of the FINRA and the
securities laws of any jurisdiction in which it sells, directly or
indirectly, Shares.
|
|
|
b.
|
The
Distributor shall require each dealer with whom the Distributor has a
selling agreement to conform to the applicable provisions of the Fund's
most current Prospectus and Statement of Additional
Information..
|
|
|
c.
|
The
Fund agrees to furnish to the Distributor sufficient copies of any
agreements, plans, communications with the public or other materials it
intends to use in connection with any sales of Shares in a timely manner
in order to allow the Distributor to review, approve and file, if
required, such materials with the appropriate regulatory authorities and
obtain clearance for use. The Fund agrees not to use any such
materials until so filed and cleared for use by the Distributor and if
required, by the FINRA or other appropriate
authority.
|
|
|
d.
|
The
Distributor, at its own expense, shall qualify as a broker or dealer, or
otherwise, under all applicable Federal or state laws required to permit
the sale of Shares in all states and territories of the
U.S.
|
|
|
e.
|
The
Distributor shall not, in connection with any sale or solicitation of a
sale of the Shares, make or authorize any representative, service
organization, broker or dealer to make, any representations concerning the
Shares except those contained in the Fund's most current Prospectus
covering the Shares and in communications with the public or sales
materials approved by the Distributor as information supplemental to such
Prospectus.
|
7. Expenses.
|
|
a.
|
The
Fund shall bear the following expenses: preparation, setting in type, and
printing of sufficient copies of the Prospectus and Statement of
Additional Information for distribution to existing shareholders;
preparation and printing of reports and other communications to existing
shareholders; distribution of copies of the Prospectus, Statement of
Additional Information and all other communications to existing
shareholders; registration of the Shares under the Federal securities
laws; qualification of the Shares for sale in the jurisdictions mutually
agreed upon by the Fund and the Distributor; transfer agent/shareholder
servicing agent services; supplying information, prices and other data to
be furnished by the Fund under this Agreement; and any original issue
taxes or transfer taxes applicable to the sale or delivery of the Shares
or certificates therefore.
|
|
|
b.
|
To
the extend permitted under a plan adopted pursuant to rule 12b-1 or
otherwise permitted under the 1940 Act, the Fund shall pay expenses
incident to the sale and distribution of the Shares sold hereunder,
including, without limitation: printing and distributing copies of the
Prospectus, Statement of Additional Information and reports prepared for
use in connection with the offering of Shares for sale to the public;
advertising in connection with such offering, including public relations
services, sales presentations, media charges, preparation, printing and
mailing of advertising and sales literature; data processing necessary to
support a distribution effort; distribution and shareholder servicing
activities of broker-dealers and other financial institutions; filing fees
required by regulatory authorities for sales literature and advertising
materials; any additional out-of-pocket expenses incurred in connection
with the foregoing and any other costs of distribution. The
Adviser shall be responsible for any of the foregoing expenses that the
Fund is ineligible to pay under the 1940 Act provided the Adviser
preapproved the expense.
|
8. Compensation. For
the distribution and distribution support services provided by the Distributor
pursuant to the terms of the Agreement, the Fund shall pay to the Distributor
the compensation set forth in Schedule A attached hereto, which schedule may be
amended from time to time. The Fund shall also reimburse the
Distributor for its out-of-pocket expenses related to the performance of its
duties hereunder, including, without limitation, telecommunications charges,
postage and delivery charges, record retention costs, reproduction charges and
traveling and lodging expenses incurred by officers and employees of the
Distributor. The Fund shall pay the Distributor's monthly invoices
for distribution fees and out-of-pocket expenses within ten days of the
respective month-end. If this Agreement becomes effective subsequent
to the first day of the month or terminates before the last day of the month,
the Fund shall pay to the Distributor a distribution fee that is prorated for
that part of the month in which this Agreement is in effect. All
rights of compensation and reimbursement under this Agreement for services
performed by the Distributor up to the termination date shall survive the
termination of this Agreement.
9. Use of
Distributor's Name. The Fund shall not use the name of the
Distributor or any of its affiliates in the Prospectus, Statement of Additional
Information, sales literature or other material relating to the Fund in a manner
not approved prior thereto in writing by the Distributor; provided, however,
that the Distributor shall approve all uses of its and its affiliates' names
that merely refer in accurate terms to their appointments or that are required
by the Securities and Exchange Commission (the “SEC”) or any state securities
commission; and further provided, that in no event shall such approval be
unreasonably withheld.
10. Use of
Fund's Name. Neither the Distributor nor any of its affiliates
shall use the name of the Fund or materials relating to the Fund on any forms
(including any checks, bank drafts or bank statements) for other than internal
use in a manner not approved prior thereto by the Fund; provided, however, that
the Fund shall approve all uses of its name that merely refer in accurate terms
to the appointment of the Distributor hereunder or that are required by the SEC
or any state securities commission; and further provided, that in no event shall
such approval be unreasonably withheld.
11. Liability
of Distributor. The duties of the Distributor shall be limited
to those expressly set forth herein, and no implied duties are assumed by or may
be asserted against the Distributor hereunder. The Distributor shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except to the extent of a loss resulting from willful misfeasance, bad
faith or negligence, or reckless disregard of its obligations and duties under
this Agreement. As used in this Section 11 and in Section 12 (except
the second paragraph of Section 12), the term “Distributor” shall include
directors, officers, employees and other agents of the Distributor.
12. Indemnification
of Distributor. The Fund shall indemnify and hold harmless the
Distributor against any and all liabilities, losses, damages, claims and
expenses (including, without limitation, reasonable attorneys' fees and
disbursements and investigation expenses incident thereto) which the Distributor
may incur or be required to pay hereafter, in connection with any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which the Distributor may be involved as
a party or otherwise or with which the Distributor may be threatened, by reason
of the offer or sale of the Fund shares prior to the effective date of this
Agreement.
Any
director, officer, employee, shareholder or agent of the Distributor who may be
or become an officer, director, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of the Fund (other
than services or business in connection with the Distributor's duties
hereunder), to be rendering such services to or acting solely for the Fund and
not as a director, officer, employee, shareholder or agent, or one under the
control or direction of the Distributor, even though receiving a salary from the
Distributor.
The Fund
agrees to indemnify and hold harmless the Distributor, and each 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 (“1934 Act”),
against any and all liabilities, losses, damages, claims and expenses, joint or
several (including, without limitation, reasonable attorneys' fees and
disbursements and investigation expenses incident thereto) to which they, or any
of them, may become subject under the 1933 Act, the 1934 Act, the 1940 Act or
other Federal or state laws or regulations, at common law or otherwise, insofar
as such liabilities, losses, damages, claims and expenses (or actions, suits or
proceedings in respect thereof) arise out of or relate to any untrue statement
or alleged untrue statement of a material fact contained in a Prospectus,
Statement of Additional Information, supplement thereto, sales literature or
other written information prepared by the Fund and provided by the Fund to the
Distributor for the Distributor's use hereunder, or arise out of or relate to
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading. The Distributor (or any person controlling the
Distributor) shall not be entitled to indemnity hereunder for any liabilities,
losses, damages, claims or expenses (or actions, suits or proceedings in respect
thereof) resulting from (i) an untrue statement or omission or alleged untrue
statement or omission made in the Prospectus, Statement of Additional
Information, or supplement, sales or other literature, in reliance upon and in
conformity with information furnished in writing to the Fund by the Distributor
specifically for use therein or (ii) the Distributor's own willful misfeasance,
bad faith, negligence or reckless disregard of its duties and obligations in the
performance of this Agreement.
The
Distributor agrees to indemnify and hold harmless the Fund, each officer and
Trustee of the Fund, and each person who controls the Fund within the meaning of
Section 15 of the 1933 Act, or Section 20 of the 1934 Act, against any and all
liabilities, losses, damages, claims and expenses, joint or several (including,
without limitation reasonable attorneys' fees and disbursements and
investigation expenses incident thereto) to which they, or any of them, may
become subject under the 1933 Act, the 1934 Act, the 1940 Act or other Federal
or state laws, at common law or otherwise, insofar as such liabilities, losses,
damages, claims or expenses arise out of or relate to: (i) any untrue statement
or alleged untrue statement of a material fact contained in the Prospectus or
Statement of Additional Information or any supplement thereto if based upon
information furnished to the Fund by the Distributor specifically for use
therein; (ii) the distributor’s own willful misfeasance, bad faith, negligence
or reckless disregard of its duties and obligations in the performance of this
Agreement; (iii) or arise out of or relate to any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, if based upon information furnished
to the Fund by the Distributor specifically for use therein.
A party
seeking indemnification hereunder (the “Indemnitee”) shall give prompt written
notice to the party from whom indemnification is sought (“Indemnitor”) of a
written assertion or claim of any threatened or pending legal proceeding which
may be subject to indemnity under this Section; provided, however, that failure
to notify the Indemnitor of such written assertion or claim shall not relieve
the Indemnitor of any liability arising from this Section. The
Indemnitor shall be entitled, if it so elects, to assume the defense of any suit
brought to enforce a claim subject to this Indemnity and such defense shall be
conducted by counsel chosen by the Indemnitor and satisfactory to the
Indemnitee; provided, however, that if the defendants include both the
Indemnitee and the Indemnitor, and the Indemnitee shall have reasonably
concluded that there may be one or more legal defenses available to it which are
different from or additional to those available to the Indemnitor (“conflict of
interest”), the Indemnitor shall not have the right to elect to defend such
claim on behalf of the Indemnitee, and the Indemnitee shall have the right to
select separate counsel to defend such claim on behalf of the
Indemnitee. In the event that the Indemnitor elects to assume the
defense of any suit pursuant to the preceding sentence and retains counsel
satisfactory to the Indemnitee, the Indemnitee shall bear the fees and expenses
of additional counsel retained by it, except for reasonable investigation costs
which shall be borne by the Indemnitor. If the Indemnitor (i) does
not elect to assume the defense of a claim, (ii) elects to assume the defense of
a claim but chooses counsel that is not satisfactory to the Indemnitee or (iii)
has no right to assume the defense of a claim because of a conflict of interest,
the Indemnitor shall advance or reimburse the Indemnitee, at the election of the
Indemnitee, reasonable fees and disbursements of any counsel retained by
Indemnitee, including reasonable investigation costs.
13. Dual
Employees. The Adviser agrees that only its employees who are
registered representatives of the Distributor (“dual employees”) shall offer or
sell Shares of the Portfolios and further agrees that the activities of any such
employees as registered representatives of the Distributor shall be limited to
offering and selling Shares. If there are dual employees, one
employee of the Adviser shall register as a principal of the Distributor and
assist the Distributor in monitoring the marketing and sales activities of the
dual employees. If there are dual employees, the Adviser shall
maintain errors and omissions and fidelity bond insurance policies providing
reasonable coverage for its employee’s activities and shall provide copies of
such policies to the Distributor. If there are dual employees, the
Adviser shall indemnify and hold harmless the Distributor against any and all
liabilities, losses, damages, claims and expenses (including reasonable
attorneys' fees and disbursements and investigation costs incident thereto)
arising from or related to the Adviser's employees' activities as registered
representatives of the Distributor, including, without limitation, any and all
such liabilities, losses, damages, claims and expenses arising from or related
to the breach by such dual employees of any rules or regulations of the FINRA or
SEC.
14. Force
Majeure. The Distributor shall not be liable for any delays or
errors occurring by reason of circumstances not reasonably foreseeable and
beyond its control, including, but not limited, to acts of civil or military
authority, national emergencies, work stoppages, fire, flood, catastrophe, acts
of God, insurrection, war, riot or failure of communication or power
supply. In the event of equipment breakdowns which are beyond the
reasonable control of the Distributor and not primarily attributable to the
failure of the Distributor to reasonably maintain or provide for the maintenance
of such equipment, the Distributor shall, at no additional expense to the Fund,
take reasonable steps in good faith to minimize service interruptions, but shall
have no liability with respect thereto.
15. Scope of
Duties. The Distributor and the Fund shall regularly consult
with each other regarding the Distributor's performance of its obligations and
its compensation under the foregoing provisions. In connection
therewith, the Fund shall submit to the Distributor at a reasonable time in
advance of filing with the SEC copies of any amended or supplemented
Registration Statement of the Fund (including exhibits) under the 1940 Act and
the 1933 Act, and at a reasonable time in advance of their proposed use, copies
of any amended or supplemented forms relating to any plan, program or service
offered by the Fund. Any change in such materials that would require
any change in the Distributor's obligations under the foregoing provisions shall
be subject to the Distributor's approval. In the event that a change
in such documents or in the procedures contained therein increases the cost or
burden to the Distributor of performing its obligations hereunder, the
Distributor shall be entitled to receive reasonable compensation
therefore.
16. Duration. This
Agreement shall become effective as of the date first above written, and shall
continue in force for two years from that date and thereafter from year to year,
provided continuance is approved at least annually by either (i) the vote of a
majority of the Trustees of the Fund, or by the vote of a majority of the
outstanding voting securities of the Fund, and (ii) the vote of a majority of
those Trustees of the Fund who are not interested persons of the Fund, and who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on the
approval.
17. Termination. This
Agreement shall terminate as follows:
|
a.
|
This
Agreement shall terminate automatically in the event of
its assignment.
|
|
b.
|
This
Agreement shall terminate upon the failure to approve the continuance of
the Agreement after the initial two year term as set forth in Section 16
above.
|
|
c.
|
This
Agreement shall terminate at any time upon a vote of the majority of the
Trustees who are not interested persons of the Fund or by a vote of the
majority of the outstanding voting securities of the Fund, upon not less
than 60 days prior written notice to the
Distributor.
|
|
d.
|
The
Distributor may terminate this Agreement upon not less than 60 days prior
written notice to the Fund.
|
Upon the
termination of this Agreement, the Fund shall pay to the Distributor such
compensation and out-of-pocket expenses as may be payable for the period prior
to the effective date of such termination. In the event that the Fund
designates a successor to any of the Distributor's obligations hereunder, the
Distributor shall be entitled to reimbursement by the Fund of its reasonable
out-of-pocket expenses in connection with such transfer to such successor all
relevant books, records and other data established or maintained by the
Distributor pursuant to the foregoing provisions.
Sections
9, 10, 11, 12, 13, 17, 21, 22, 23, 24, 25 and 26 shall survive any termination
of this Agreement.
18. Amendment. The
terms of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a written instrument signed by
the Distributor, the Adviser and the Fund and shall not become effective unless
its terms have been approved by the majority of the Trustees of the Fund or by a
“vote of a majority of the outstanding voting securities” of the Fund and by a
majority of those Trustees who are not “interested persons” of the Fund or any
party to this Agreement.
19. Non-Exclusive
Services. The services of the Distributor rendered to the Fund
are not exclusive. The Distributor may render such services to any
other investment company.
20. Definitions. As
used in this Agreement, the terms “vote of a majority of the outstanding voting
securities,” “assignment,” “interested person” and “affiliated person” shall
have the respective meanings specified in the 1940 Act and the rules enacted
thereunder as now in effect or hereafter amended.
21. Confidentiality. The
Distributor shall treat confidentially and as proprietary information of the
Fund all records and other information relating to the Fund and prior, present
or potential shareholders and shall not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except as may be required by administrative or judicial tribunals or as
requested by the Fund.
22. Notice. Any
notices and other communications required or permitted hereunder shall be in
writing and shall be effective upon delivery by hand or upon receipt if sent by
certified or registered mail (postage prepaid and return receipt requested) or
by a nationally recognized overnight courier service (appropriately marked for
overnight delivery) or upon transmission if sent by telex or facsimile (with
request for immediate confirmation of receipt in a manner customary for
communications of such respective type and with physical delivery of the
communication being made by one or the other means specified in this Section 20
as promptly as practicable thereafter). Notices shall be addressed as
follows:
(a) If to the
Fund:
000 Xxxxx
Xxxxxx
Xxx Xxxx,
XX 00000
Attn:
Xxxx X. Xxxxxx
Fax:
(c) If to the
Distributor:
Matrix
Capital Group
000
Xxxxxxxxx Xxxxxx Xxxxx 000
Xxx Xxxx,
XX 00000-0000
Attn:
Xxxxxxxxxxx X. Xxxx, President
Fax: 000.000.0000
or to
such other respective addresses as the parties shall designate by like notice,
provided that notice of a change of address shall be effective only upon receipt
thereof.
23. Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
24. Governing
Law. This Agreement shall be administered, construed and
enforced in accordance with the laws of the State of New York to the extent that
such laws are not preempted by the provisions of any law of the United States
heretofore or hereafter enacted, as the same may be amended from time to
time.
25. Entire
Agreement. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior written or oral
agreements and understandings with respect thereto.
26. Miscellaneous. Each
party agrees to perform such further acts and execute such further documents as
are necessary to effectuate the purposes hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their
construction. This Agreement may be executed in two counterparts,
each of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first above
written.
By: /s/ Xxxx X. Xxxxxx
Xxxx X.
Xxxxxx, Trustee
Matrix
Capital Group, Inc.
By: /s/ Xxxxxxxxxxx X.
Xxxx
Xxxxxxxxxxx
X. Xxxx, President
SCHEDULE
A
Portfolios and Fee
Schedule
Portfolios
covered by Distribution Agreement:
Congressional Effect
Fund
Fees for
distribution and distribution support services on behalf of the
Portfolios:
As long as the Funds has an
agreement with Matrix Capital Group, Inc. to provide accounting, administrative
and transfer agent services there will be no fixed costs associated with this
agreement.
The Fund
will pay out of pocket expenses to, but not limited to: travel, printing,
postage, telephone, registration fees for Adviser/Fund personnel, broker/dealer
fees specific to Adviser/Fund and other standard miscellaneous items provided
such expense is permissible to be paid under the Fund’s 12b-1
Plan. Other out of pocket expenses will be paid by the
Adviser.
SCHEDULE
B
Distribution
Support Services
|
1.
|
Provide
national broker dealer for Fund
registration.
|
|
2.
|
Review,
approve and submit all advertising and promotional material to
FINRA.
|
|
3.
|
Maintain
all books and records required by the FINRA in connection with this
agreement.
|
|
4.
|
Monitor
Distribution Plan and report to Board of
Trustees.
|
|
5.
|
Prepare
quarterly report to Board of Trustees related to distribution
activities.
|
|
6.
|
Subject
to approval of Distributor, license personnel as registered
representatives of the Distributor to distribute shares sponsored by the
Adviser.
|
|
7.
|
Telemarketing
services (additional cost: to be
negotiated).
|
|
8.
|
Fund
fulfillment services, including sampling prospective shareholders
inquiries and related mailings (additional cost: to be
negotiated).
|
|
9.
|
Any
other service commonly provided to an investment company registered under
the 1940 Act by a third party
distributor.
|
|
10.
|
Negotiating
and maintaining dealer
agreements
|
|
11.
|
Processing
of sales commissions and 12b-1
payments
|
