EXHIBIT 6
DISTRIBUTION AGREEMENT
AGREEMENT entered into as of the date the registration statement of the
Chesapeake Core Growth Fund of Xxxxxxx Xxxxx Investment Trust becomes effective
with the Securities and Exchange Commission, by and between Xxxxxxx Xxxxx
Investment Trust, an unincorporated business trust organized under the laws of
The Commonwealth of Massachusetts (the "Trust"), and Capital Investment Group,
Inc., a North Carolina corporation ("Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest, par value $0 per share, in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust intends to offer a series of shares (the "Shares")
representing interests in The Chesapeake Core Growth Fund (the "Fund") of the
Trust and is registering the Shares under the Securities Act of 1933, as amended
(the "1933 Act"), pursuant to a registration statement on Form N-1A (the
"Registration Statement"), including a prospectus (the "Prospectus") and a
statement of additional information (the "Statement of Additional Information");
and
WHEREAS, the Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under
the 1940 Act (the "Distribution Plan") and may enter into related agreements
providing for the distribution of Shares of the Fund; and
WHEREAS, Distributor has agreed to act as distributor of the shares of the Fund
for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of the Shares of the Fund in jurisdictions wherein
such Shares may be legally offered for sale; provided, however,
that the Trust in its absolute discretion may issue Shares of the
Fund in connection with (i) the payment or reinvestment of
dividends or distributions, (ii) any merger or consolidation of
the Trust or of the Fund with any other investment company or
trust or any personal holding company, or the acquisition of the
assets of any such entity or another fund of the Trust; or (iii)
any offer of exchange permitted by Section 11 of the 0000 Xxx.
(b) Distributor hereby accepts such appointment as exclusive agent
for the distribution of the Shares of the Fund and agrees that it
will sell the Shares as agent for the Trust at prices determined
as hereinafter provided and on the terms hereinafter set forth,
all according to applicable federal and state laws and
regulations and to the Agreement and Declaration of Trust of the
Trust.
(c) Distributor may sell Shares of the Fund to or through qualified
dealers or others. Distributor will require each dealer to
conform to the provisions hereof, the Registration Statement and
the Prospectus and Statement of Additional Information, and
applicable law; and neither Distributor nor any such dealers
shall withhold the placing of purchase orders for Shares so as to
make a profit thereby.
(d) Distributor shall order Shares of the Fund from the Trust only to
the extent that it shall have received purchase orders therefor.
Distributor will not make, or authorize any dealers or others to
make: (i) any short sales of Shares; or (ii) any sales of Shares
to any Trustee or officer of the Trust or to any officer or
director of Distributor or of any corporation or association
furnishing investment advisory, managerial or supervisory
services to the Trust, or to any such corporation or association,
unless such sales are made in accordance with the then current
Prospectus and Statement of Additional Information.
(e) Distributor is not authorized by the Trust to give any
information or make any representations regarding the Shares of
the Fund, except such information or representations as are
contained in the Registration Statement or in the current
Prospectus or Statement of Additional Information of the Fund, or
in sales literature prepared by or on behalf of the Trust for
Distributor's use.
(f) Notwithstanding any provision hereof, the Trust may terminate,
suspend or withdraw the offering of Shares of the Fund whenever,
in its sole discretion, it deems such action to be desirable.
2. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the
time of the sale, as described in the then current Prospectus of the
Fund; provided, however, that any public offering price for the Shares
shall be the net asset value per Share. Distributor shall be entitled
to commissions and other fees and payments under the Distribution
Plan. At no time shall the Trust receive less than the full net asset
value of the Shares, determined in the manner set forth in the then
current Prospectus and Statement of Additional Information.
3. Furnishing of Information. The Trust shall furnish to Distributor
copies of any information, financial statements and other documents
that Distributor may reasonably request for use in connection with the
sale of shares of the Fund under this Agreement. The Trust shall also
make available a sufficient number of copies of the Fund's current
Prospectus and Statement of Additional Information for use by the
Distributor.
4. Expenses. (a) The Trust will pay or cause to be paid the following
expenses: (i) preparation, printing and distribution to shareholders
of the Prospectus and Statement of Additional Information; (ii)
preparation, printing and distribution of reports and other
communications to shareholders; (iii) registration of the Shares under
the federal securities laws; (iv) qualification of the Shares for sale
in certain states; (v) qualification of the Trust as a dealer or
broker under state law as well as qualification of the Trust as an
entity authorized to do business in certain states; (vi) maintaining
facilities for the issue and transfer of Shares; (vii) supplying
information, prices and other data to be furnished by the Trust under
this Agreement; and (viii) certain taxes applicable to the sale or
delivery of the Shares or certificates therefor.
(b) Except to the extent such expenses are borne by the Trust
pursuant to the Distribution Plan, Distributor will pay or cause
to be paid the following expenses: (i) payments to sales
representatives of the Distributor and to securities dealers and
others in respect of the sale of Shares of the Fund; (ii) payment
of compensation to and expenses of employees of the Distributor
and any of its affiliates to the extent they engage in or support
distribution of Fund Shares or render shareholder support
services not otherwise provided by the Trust's transfer agent,
including, but not limited to, office space and equipment,
telephone facilities and expenses, answering routine inquiries
regarding the Fund, processing shareholder transactions, and
providing such other shareholder services as the Trust may
reasonably request; (iii) formulation and implementation of
marketing and promotional activities, including, but not limited
to, direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; (iv) preparation,
printing and distribution of sales literature and of Prospectuses
and Statements of Additional Information and reports of the Trust
for recipients other than existing shareholders of the Fund; and
(v) obtaining such information, analyses and reports with respect
to marketing and promotional activities as the Trust may, from
time to time, reasonably request.
(c) Distributor in connection with the Distribution Plan shall
prepare and deliver reports to the Trustees of the Trust on a
regular basis, at least quarterly, showing the expenditures with
respect to the Fund pursuant to the Distribution Plan and the
purposes therefor, as well as any supplemental reports as the
Trustees of the Trust, from time to time, may reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of
the Trust may repurchase Shares of the Fund offered for resale to it
and redeem such Shares at their net asset value.
6. Indemnification by the Trust. In absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of Distributor, the Trust agrees to
indemnify Distributor and its officers and partners against any and
all claims, demands, liabilities and expenses that Distributor may
incur under the 1933 Act, or common law or otherwise, arising out of
or based upon any alleged untrue statement of a material fact
contained in any registration statement or prospectus (except a
prospectus of the Fund prepared for use under Rule 482 under the 0000
Xxx) or statement of additional information of the Fund, or any
omission to state a material fact therein, the omission of which makes
any statement contained therein misleading, unless such statement or
omission was made in reliance upon and in conformity with information
furnished to the Trust in connection therewith by or on behalf of
Distributor. Nothing herein contained shall require the Trust to take
any action contrary to any provision of its Agreement and Declaration
of Trust or any applicable statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust and its officers and Trustees against any and all claims,
demands, liabilities and expenses which the Trust may incur under the
1933 Act, or common law or otherwise, arising out of or based upon (i)
any alleged untrue statement of a material fact contained in any
registration statement or prospectus or statement of additional
information of the Fund, or any omission to state a material fact
therein if such statement or omission was made in reliance upon and in
conformity with information furnished to the Trust in connection
therewith by or on behalf of Distributor; (ii) any act or deed of
Distributor or its sales representatives which has not been authorized
by the Trust in any prospectus or statement of additional information
of the Fund or by this Agreement ; or (iii) any alleged untrue
statement of a material fact contained in any prospectus of the Fund
prepared for use under Rule 482 under the 1933 Act, or any omission to
state a material fact therein.
8. Term and Termination.
(a) This Agreement shall become effective upon the date the
registration statement of the Trust containing the Fund's
Prospectus is declared effective by the Securities and Exchange
Commission and, unless sooner terminated as provided herein,
shall continue in effect for two years thereafter and shall
continue in full force and effect for successive periods of one
year thereafter, but only so long as each such continuance is
approved (i) by either the Trustees of the Trust or by vote of a
majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund and, in either event, (ii) by vote of a
majority of the Trustees of the Trust who are not parties to this
Agreement or interested persons (as defined in the 0000 Xxx) of
any such party and who have no direct or indirect financial
interest in this Agreement or in the operation of the
Distribution Plan or in any agreement related thereto
("Independent Trustees"), cast at a meeting called for the
purpose of voting on such approval.
(b) This Agreement may be terminated at any time without the payment
of any penalty by vote of the Trustees of the Trust or a majority
of the Independent Trustees or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the
Fund or by Distributor, on sixty days' written notice to the
other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any of
the Trustees, officers or shareholders of the Trust personally, but
shall bind only the assets and property of the Trust. The term
"Xxxxxxx Xxxxx Investment Trust" means and refers to the Trustees from
time to time serving under the Agreement and Declaration of Trust of
the Trust dated August 12, 1992, a copy of which is on file with the
Secretary of The Commonwealth of Massachusetts. The execution and
delivery of this Agreement has been authorized by the Trustees, and
this Agreement has been signed on behalf of the Trust by an authorized
officer of the Trust, acting as such and not individually, and neither
such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in
the Agreement and Declaration of Trust.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
XXXXXXX XXXXX INVESTMENT TRUST
Attest:
By:
CAPITAL INVESTMENT GROUP, INC.
Attest:
By:
