Pope Family of Funds DISTRIBUTION AGREEMENT
Xxxx
Family of Funds
THIS
DISTRIBUTION AGREEMENT (the
"Agreement") is made as of the 1st
day of
August 2007 by and among Xxxx Family of Funds (the "Fund"), a Delaware Business
Trust, Xxxx Financial Group, LLC (the "Adviser"), a Tennessee Limited Liability
Company and Matrix Capital Group (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 NASD Regulation,
Inc. (the "NASD"); 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 exclusive 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 Administrator 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 Directors 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"):
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a.
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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.
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b.
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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.
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c.
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Upon
receipt of purchase instructions, the Distributor shall transmit
such
instructions to the Fund or its transfer agent for registration of
the
Shares purchased.
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d.
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The
Distributor shall also have the right to take, as agent for the Fund,
all
actions which, in the Distributor's judgment, are necessary to effect
the
distribution of Shares.
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e.
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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.
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f.
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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.
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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 NASD; NASD record
keeping; and quarterly reports to the Fund's Board of Directors. 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:
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a.
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The
Distributor shall comply with the Rules of Conduct of the NASD and
the
securities laws of any jurisdiction in which it sells, directly or
indirectly, Shares.
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b.
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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,
with
respect to the public offering price of the Shares.
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c.
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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 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 appropriate authorities and the
Distributor.
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d.
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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 such states as shall be mutually agreed upon
by the
parties; provided, however that the Distributor shall have no obligation
to register as a broker or dealer under the Blue Sky Laws of any
jurisdiction if it determines that registering or maintaining registration
in such jurisdiction would be
uneconomical.
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e.
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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.
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7.
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Expenses.
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a.
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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.
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b.
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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 und the 1940 Act.
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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 as of 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
material 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 9 and in Section 10 (except the second paragraph of Section 10), 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, 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; (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 NASD 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 Directors 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 Directors 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:
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a.
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This
Agreement shall terminate automatically in the event of its assignment.
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b.
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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.
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c.
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This
Agreement shall terminate at any time upon a vote of the majority
of the
Directors 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.
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d.
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The
Distributor may terminate this Agreement upon not less than 60 days
prior
written notice to the Fund.
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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
7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 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 Directors of the Fund or
by
a "vote of a majority of the outstanding voting securities" of the Fund and
by a
majority of those Directors 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:
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(a)
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If
to the Fund:
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Xxxx
Family of Funds
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0000
Xxxxxx Xxxxxx
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Xxxxx
000
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Xxxxxxx,
Xxxxxxxxx 00000
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Attn:
Xxxxxxx X. Xxxx, Trustee
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(b)
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If
to the Adviser:
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Xxxx
Asset Management, LLC
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0000
Xxxxxx Xxxxxx
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Xxxxx
000
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Xxxxxxx,
Xxxxxxxxx 00000
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Attn:
Xxxxxxx X. Xxxx, Managing Member
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(c)
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If
to the Distributor:
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Matrix
Capital Group
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000
Xxxxxxx Xxxxxx
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00xx
xxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attn:
Xxxxxxxxxxx X. Xxxx, President
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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 (including without limitation, that certain Distribution Agreement
by
and between the parties dated March 18, 2005).
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.
| Xxxx Family of Funds | ||
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| By: | /s/ Xxxxxxx X. Xxxx | |
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Xxxxxxx X. Xxxx, Trustee |
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| Xxxx Financial Group, LLC | ||
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| By: | /s/ Xxxxxxx X. Xxxx | |
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Xxxxxxx X. Xxxx, Managing Member |
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| Matrix Capital Group | ||
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| By: | /s/ Xxxxxxxxxxx X. Xxxx | |
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Xxxxxxxxxxx X. Xxxx, President |
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SCHEDULE
A
Xxxx
Family of Funds
Portfolio
and Fee Schedule
Portfolio
covered by Distribution Agreement:
Halter
Xxxx USX China Fund
Fees
for
distribution and distribution support services on behalf of the
Portfolio:
$7,200
per year.
Additional
series:
First
additional series 50% of the fee then in effect. Each series thereafter 25%
of
the total fee then in effect.
Plus
out
of pocket expenses to include, 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.
SCHEDULE
B
Xxxx
Family of Funds
Distribution
Support Services
1. Provide
national broker dealer for Fund registration.
|
2.
|
Review,
approve and submit all advertising and promotional material to
NASD.
|
|
3.
|
Maintain
all books and records required by the NASD 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.
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