Distribution Agreement
This Agreement is made by and between GIT Investment
Services, Inc., a Virginia corporation having its principal
place of business in Arlington, Virginia (the
"Distributor"), and GIT Tax-Free Trust, a Massachusetts
business trust created pursuant to a Declaration of Trust
filed with the Clerk of the City of Boston, Massachusetts
(the "Trust").
In consideration of the mutual covenants contained herein
and for other good and valuable consideration, the parties
hereto, intending so to be legally bound, agree with each
other as follows:
1. Appointment of Distributor. Except as otherwise provided
herein, the Trust hereby appoints the Distributor its
exclusive agent to sell and distribute shares of the Trust
at the public offering price thereof described and set forth
in the Trust's current prospectus. The Distributor hereby
accepts such appointment. The Distributor shall have no
obligation to sell, distribute or redeem any specific amount
of the Trust's shares.
2. Scope of Authority. The Distributor is authorized act as
the Trust's agent to make sales of the Trust's shares
directly to the public or distribute such shares to the
public through securities brokers, dealers or other
intermediaries. The Distributor is also authorized to act
as an agent of the Trust in connection with any redemption
of the Trust's shares, either directly or through securities
brokers, dealers or other intermediaries. In the
performance of its activities hereunder, the Distributor
shall be authorized to take such action not inconsistent
with the express provisions hereof as it deems advisable.
The Distributor agrees that in offering, selling or
redeeming shares of the Trust it will duly conform to all
applicable State and Federal laws and the rules and
regulations of any self-regulatory organization established
pursuant to Federal law to which the Distributor may belong.
The Distributor is authorized by the Trust only to give
information or make representations regarding the Trust's
shares to the extent such information or representations are
contained in the Trust's current prospectus or in its
registration statement filed with the Securities and
Exchange Commission or in supplemental information to such
prospectus approved by the Trust. The Distributor agrees
that any other such information or representations it
provides shall be given entirely without liability or
recourse to the Trust.
3. Discretion of the Trust. Notwithstanding any other
provision hereof and in its sole discretion with or without
prior notice thereof to the Distributor, the Trust may
distribute its own shares directly to any person, may
suspend any or all sales of its shares, and may decline to
make any particular sale of its shares By notice thereof to
the Distributor, the Trust may appoint additional non-
exclusive agents for the sale and distribution of its
shares, but in the absence of such notice the Distributor
shall remain the Trust's exclusive agent for such sales.
4. Other Activities of the Distributor. The Distributor and
any of its affiliates shall be free to engage in any other
lawful activity, including the rendering to others of
services similar to those to be rendered to the Trust
hereunder; and the Distributor or any interested person
thereof shall be free to invest in the Trust as a
shareholder, to become an officer or Trustee thereof if
properly elected, or to enter into any other relationship
with the Trust approved by the Trustees and in accordance
with law.
5. Compensation to the Distributor. Unless a current
prospectus of the Trust provides for compensation to
underwriters or to persons who distribute its shares, the
Distributor shall receive no direct compensation in
connection with the activities authorized hereby. Except to
any extent specifically otherwise authorized by the terms of
a current prospectus of the Trust, the Distributor shall
sell and redeem shares of the Trust at their current net
asset value.
The Trust shall reimburse to the Distributor
monthly for any reimbursable costs incurred by the
Distributor in connection with the affairs of the Trust.
Such "reimbursable cost" shall be limited to the reasonable
costs incurred by the Distributor in connection with
services rendered to the Trust's existing shareholders
approved by the Trustees of the Trust or in connection with
registration under State or Federal securities laws, taxes
or other out-of-pocket charges incurred by reason of sales
or are redemptions of the Trust's shares, but only to the
extent the Distributor is not otherwise directly compensated
for such services, sales or redemptions.
The "costs" which are reimbursable hereunder shall be deemed
to include both the relevant direct expenditures by the
Distributor (including the cost of goods and services
obtained from other) and the related overhead costs, such as
depreciation, interest, employee supervision, rent and like
costs. Where only a portion of a specific expenditure by
the Distributor is related to reimbursable costs hereunder,
then the Distributor may allocate such amount between the
Trust and other activities of the Distributor on a
reasonable basis, which may involve the use of assumptions
and approximations not subject to precise verification
without undue cost, provided that majority of the Trustees,
including a majority of the Trustees who are not interested
persons of the Trust, approve the basis upon which such
allocations are made. The Distributor may, in its
discretion, defer billing to and payment by the Trust of any
reimbursable costs hereunder, and no such deferment shall
affect the right of the Distributor to receive reimbursement
from the Trust when the reimbursable costs are billed.
6. Relationship to Investment Adviser. It is understood by
the parties hereto that concurrently with the execution of
Agreement or previously, the Trust has also entered into an
Investment Advisory Agreement with Bankers Finance
Investment Management Corp., as the investment adviser to
the Trust (the "Adviser"), pursuant to which the Adviser
will provide management services to the Trust and administer
its affairs. The voting securities of the Adviser and of
the Distributor has entered into this Agreement to perform
certain services partially in consideration of the Trust's
ongoing employment of the Adviser as aforesaid. If at any
time the Adviser ceases to act as investment adviser to the
Trust under terms substantially those of the Investment
Advisory Agreement or if at any time the Adviser ceases to
be an entity at least 50% (in terms of voting rights) under
common control with the Distributor, then this Agreement
shall immediately terminate as of a date 30 days from the
date of such event, unless within such 30-day period the
Distributor gives written notice to the Trust that it waives
such termination. The Trust specifically acknowledges and
accepts the relationship between the Distributor hereunder
and the Adviser.
7. Limitation of the Distributor's Liability
The Distributor shall not be liable for any loss incurred in
connection with any of its activities hereunder, nor for any
action taken, suffered or omitted and believed by it to be
advisable or within the scope of its authority or
discretion, except for acts or omissions involving willful
misfeasance, bad faith, gross negligence or reckless
disregard of the responsibilities assumed by it under this Agreement.
8. Limitation of Trust's Liability. The Distributor
acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its
Declaration of Trust. The Distributor agrees that the
Trust; obligations hereunder in any case shall be limited to
the Trust and to its assets and that the Distributor shall
not seek satisfaction of any such obligation from the
shareholders of the Trust nor from any Trustee, officer,
employee or agent of the Trust.
9. Term of Agreement. This Agreement shall continue in
effect for two years from the date of its execution; and it
shall continue in force thereafter (but subject to the
termination provisions below), provided that it is
specifically approved at least annually by the Trustees of
the Trust or by a majority vote of the outstanding
securities of the Trust (without regard to series or classes
of shares), and in either case by the vote of a majority of
the Trustees who are not interested persons of the Trust,
cast in person at a meeting called for that purpose.
10. Termination by Notice. Notwithstanding any provision of
this Agreement, it may be terminated at any time, without
penalty, by the Trustees of the Trust or by the Distributor,
upon 30 day's written notice to the other party.
11. Termination Upon Assignment. This Agreement may not be
assigned by the Distributor and shall automatically
terminate immediately upon any assignment. Noting herein
shall prevent the Distributor from employing any other
persons or agents, as its own expense, to assist it in the
performance of its duties hereunder.
12 Amendments. This Agreement may be amended at any time by
mutual agreement in writing by the parties hereto, provided
that such amendment is approved by Trustees of the Trust,
including a majority of the Trustees who are not interested
persons of the Trust, cast in person at a meeting called for
that purpose.
13. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the Commonwealth
of Virginia.
14. Use of Terms. The terms "interested person," assignment
and "majority of the outstanding voting securities," as used
herein, shall have the same meanings as in the Investment
Company Act of 1940 and any applicable regulations
thereunder.
In Witness Whereof, the parties have caused this amended and
restated Agreement to be signed on their behalf by their
respective officers duly authorized and their respective
seals to be affixed hereto, this 18th day of November, 1982
GIT Investment Services, Inc.
[Seal]
(signature)
By A. Xxxxx Xxxxxxxxx, President
(signature)
Attest: Xxxxxx X. Xxxx, Assistant Secretary
GIT Tax-Free Trust
[Seal]
(signature)
By A. Xxxxx Xxxxxxxxx, Trustee
(signature)
By Xxxxxxx X. Goth, Trustee
(signature)
By Xxxxxx X. Xxxxxx, Trustee
(signature)
By Xxxxxx X. Xxxxxx, Trustee
(signature)
By Xxxxxx X. Xxxxxx, Trustee
(signature)
Attest: Xxxxxx X. Xxxxxx, Secretary
.
