EX-99.E UNDERWRITING CONTRACTS
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into of this 20th day of June, 2003,
by and among MP 63 Fund, Inc., a National corporation (the "Company"),
Moneypaper Advisor, a New York corporation (the "Advisor") and Quasar
Distributors, LLC, a Delaware limited liability company (the "Distributor").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company, and is authorized to issue shares of beneficial interest ("Shares") in
separate series, with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Advisor serves as the investment advisor for the Company
and is duly registered under the Investment Advisers Act of 1940, as amended,
and any applicable state securities laws, as an investment advisor; and
WHEREAS, the Company desires to retain the Distributor as principal
underwriter in connection with the offering and sale of the Shares of each
series listed on Exhibit A hereto (as amended from time to time) (each a
"Fund", collectively the "Funds"); and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), is a member of
the National Association of Securities Dealers, Inc. (the "NASD") and is
registered to conduct business as a broker-dealer in all 50 states; and
WHEREAS, this Agreement has been approved by a vote of the Company's
board of trustees ("Board of Trustees" or the "Board") and its disinterested
trustees in conformity with Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for
the Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. APPOINTMENT OF QUASAR AS THE DISTRIBUTOR
The Company hereby appoints the Distributor as its agent for the sale
and distribution of Shares of the Funds, on the terms and conditions set forth
in this Agreement, and the Distributor hereby accepts such appointment and
agrees to perform the services and duties set forth in this Agreement.
2. SERVICES AND DUTIES OF THE DISTRIBUTOR
A. The Distributor agrees to sell Shares of the Funds on a best efforts
basis as agent for the Company during the term of this Agreement, upon the
terms and at the current offering price (plus sales charge, if any) described
in the Prospectus. As used in this Agreement, the term "Prospectus" shall mean
the current prospectus, including the statement of additional information, as
amended or supplemented, relating to the Funds and included in the currently
effective registration statement or post-effective amendment thereto (the
"Registration Statement") of the Company under the Securities Act of 1933 (the
"1933 Act") and the 0000 Xxx.
B. During the continuous public offering of Shares of the Funds, the
Distributor will hold itself available to receive orders, satisfactory to the
Distributor, for the purchase of Shares of the Funds and will accept such
orders on behalf of the Company. Such purchase orders shall be deemed
effective at the time and in the manner set forth in the Prospectus.
C. The Distributor, with the operational assistance of the Company's
transfer agent, shall make Shares available for sale and redemption through the
National Securities Clearing Corporation's Fund/SERV System.
D. In connection with all matters relating to this Agreement, the
Distributor agrees to comply with the requirements of the 1933 Act, the 1934
Act, the 1940 Act, the regulations of the NASD and all other applicable federal
or state laws and regulations. The Distributor acknowledges and agrees that it
is not authorized to provide any information or make any representations other
than as contained in the Prospectus and any sales literature specifically
approved by the Company and the Distributor, including maintaining the proper
permissions and licenses to conduct business as a broker-dealer in all 50
states.
E. The Distributor agrees to cooperate with the Company or its agent in
the development of all proposed advertisements and sales literature relating to
the Funds. The Distributor agrees to review all proposed advertisements and
sales literature for compliance with applicable laws and regulations, and shall
file with appropriate regulators, those advertisements and sales literature it
believes should be submitted to remain in compliance with such laws and
regulations. The Distributor agrees to furnish to the Company any comments
provided by regulators with respect to such materials and to use its best
efforts to obtain the approval of the regulators to such materials.
F. The Distributor, at its sole discretion, may repurchase Shares
offered for sale by shareholders of the Funds. Repurchase of Shares by the
Distributor shall be at the price determined in accordance with, and in the
manner set forth in, the current Prospectus. At the end of each business day,
the Distributor shall notify, by any appropriate means, the Company and its
transfer agent of the orders for repurchase of Shares received by the
Distributor since the last report, the amount to be paid for such Shares and
the identity of the shareholders offering Shares for repurchase. The Company
reserves the right to suspend such repurchase right upon written notice to the
Distributor. The Distributor further agrees to act as agent for the Company to
receive and transmit promptly to the Company's transfer agent, shareholder
requests for redemption of Shares.
G. The Distributor may, in its discretion, enter into agreements with
such qualified broker-dealers as it may select, in order that such broker-
dealers also may sell Shares of the Funds. The form and content of any dealer
agreement shall be mutually agreed upon and approved by the Company and the
Distributor. The Distributor may pay a portion of any applicable sales charge,
or allow a discount to a selling broker-dealer, as described in the Prospectus
or, if not described, as agreed upon with the broker-dealer. The Distributor
shall include in the forms of agreement with selling broker-dealers a provision
for the forfeiture by them of their sales charge or discount with respect to
Shares sold by them and redeemed, repurchased or tendered for redemption within
seven (7) business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of
Shares of the Funds but shall not be obligated to sell any certain number of
Shares.
I. The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be reasonably
requested by the Board, including reports regarding the use of 12b-1 payments
received by the Distributor, if any.
J. The services furnished by the Distributor hereunder are not to be
deemed exclusive and the Distributor shall be free to furnish similar services
to others so long as its services under this Agreement are not impaired
thereby. The Company recognizes that from time to time, officers and employees
of the Distributor may serve as directors, trustees, officers and employees of
other entities (including investment companies), that such other entities may
include the name of the Distributor as part of their name and that the
Distributor or its affiliates may enter into distribution, administration, fund
accounting, transfer agent or other agreements with such other entities.
3. DUTIES AND REPRESENTATIONS OF THE COMPANY
A. The Company represents that it is duly organized and in good standing
under the law of its jurisdiction of organization and is registered as an open-
end management investment company under the 1940 Act. The Company agrees that
it will act in material conformity with its Articles of Incorporation, its By-
Laws, its Registration Statement, as may be amended from time to time, and the
resolutions and other instructions of its Board. The Company agrees to comply
in all material respects with the 1933 Act, the 1940 Act and all other
applicable federal and state laws and regulations. The Company represents and
warrants that this Agreement has been duly authorized by all necessary action
by the Company under the 1940 Act, state law and the Company's Articles of
Incorporation and By-Laws.
B. The Company, or its agent, shall take or cause to be taken, all
necessary action to register Shares of the Funds under the 1933 Act and to
maintain an effective Registration Statement for such Shares in order to permit
the sale of Shares as herein contemplated. The Company authorizes the
Distributor to use the Prospectus, in the form furnished to the Distributor
from time to time, in connection with the sale of Shares.
C. The Company represents and agrees that all Shares to be sold by it,
including those offered under this Agreement, are validly authorized and, when
issued in accordance with the description in the Prospectus, will be fully paid
and nonassessable. The Company further agrees that it shall have the right to
suspend the sale of Shares of any Fund at any time in response to conditions in
the securities markets or otherwise, and to suspend the redemption of Shares of
any Fund at any time as permitted by the 1940 Act or the rules of the
Securities and Exchange Commission ("SEC"). The Company shall advise the
Distributor promptly of any such determination.
D. The Company agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by
the SEC or its staff relating to the Funds, including requests by the
SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order
suspending the effectiveness of the Registration Statement then in
effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any
statement of a material fact made in the Prospectus or which requires
the making of a change in such Prospectus in order to make the
statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any
amendments to any Registration Statement or Prospectus which may from
time to time be filed with the SEC.
E. The Company shall file such reports and other documents as may be
required under applicable federal and state laws and regulations. The Company
shall notify the Distributor in writing of the states in which the Shares may
be sold and shall notify the Distributor in writing of any changes to such
information.
F. The Company agrees to file from time to time, such amendments to its
Registration Statement and Prospectus as may be necessary in order that its
Registration Statement and Prospectus will not contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
G. The Company shall fully cooperate in the efforts of the Distributor
to sell and arrange for the sale of Shares and shall make available to the
Distributor a statement of each computation of net asset value. In addition,
the Company shall keep the Distributor fully informed of its affairs and shall
provide to the Distributor, from time to time, copies of all information,
financial statements and other papers that the Distributor may reasonably
request for use in connection with the distribution of Shares, including
without limitation, copies of any financial statements prepared for the Company
by its independent public accountants and such reasonable number of copies of
the most current Prospectus, statement of additional information and annual and
interim reports to shareholders as the Distributor may request. The Company
shall forward a copy of any SEC filings, including the Registration Statement,
to the Distributor within a reasonable period after any such filings. The
Company represents that it will not use or authorize the use of any advertising
or sales material unless and until such materials have been approved and
authorized for use by the Distributor.
H. The Company represents and warrants that its Registration Statement
and any advertisements and sales literature prepared by the Company or its
agent (excluding statements relating to the Distributor and the services it
provides that are based upon written information furnished by the Distributor
expressly for inclusion therein) shall not contain any untrue statement of
Material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that all
statements or information furnished to the Distributor pursuant to this
Agreement shall be true and correct in all material respects.
4. DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR
A. The Distributor represents that it is duly organized and in good
standing under the law of its jurisdiction of organization, is registered as a
broker-dealer under the 1934 Act and each applicable state statute requiring
same, and is a member in good standing of the NASD. The Distributor agrees that
it will act in material conformity with its Articles of Organization and its
By-Laws, as may be amended from time to time. The Distributor agrees to comply
in all material respects with the 1933 Act, the 1934 Act, the 1940 Act, and all
other applicable federal and state laws and regulations. The Distributor
represents and warrants that this Agreement has been duly authorized by all
necessary action by the Distributor under the Distributor's Articles of
Organization and By-Laws.
B. The Distributor agrees to advise the Company promptly in writing
of the initiation of any proceedings against it by the SEC or its staff, the
NASD or any state regulatory authority.
5. COMPENSATION
As compensation for the services performed and the expenses assumed by
the Distributor under this Agreement, including but not limited to, any
commissions paid for sales of Shares, Distributor shall be entitled to the fees
and expenses set forth in Exhibit B hereto (as amended from time to time),
which are payable promptly after the last day of each month. Such fees and
expenses shall be paid to the Distributor by the Company from Rule 12b-1 fees
payable by the appropriate Fund or, if Rule 12b-1 fees are not sufficient to
pay such fees and expenses, or if the Rule 12b-1 plan is discontinued, or if
the Advisor otherwise determines the Rule 12b-1 fees shall not, in whole or in
part, be used to pay Distributor, the Advisor shall be responsible for the
payment of the amount of such fees and expenses not covered by Rule 12b-1
payments.
6. EXPENSES
A. The Company or the Fund shall bear all costs and expenses in
connection with the registration of its Shares with the SEC and its related
compliance with state securities laws, as well as all costs and expenses in
connection with the offering of the Shares and communications with shareholders
of its Funds, including but not limited to: (i) fees and disbursements of its
counsel and independent public accountants; (ii) costs and expenses of the
preparation, filing, printing and mailing of Registration Statements and
Prospectuses and amendments thereto, as well as related advertising and sales
literature; (iii) costs and expenses of the preparation, printing and mailing
of annual and interim reports, proxy materials and other communications to
shareholders of the Funds; and (iv) fees required in connection with the offer
and sale of Shares in such jurisdictions as shall be selected by the Company
pursuant to Section 3(E) hereof.
B. The Distributor shall bear the expenses of registration or
qualification of the Distributor as a dealer or broker under federal or state
laws and the expenses of continuing such registration or qualification. The
Distributor does not assume responsibility for any expenses not expressly
assumed hereunder.
7. INDEMNIFICATION
A. The Company shall indemnify, defend and hold the Distributor and
each of its present or former members, officers, employees, representatives and
any person who controls or previously controlled the Distributor within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all losses, claims, demands, liabilities, damages and expenses (including
the costs of investigating or defending any alleged losses, claims, demands,
liabilities, damages or expenses and any reasonable counsel fees incurred in
connection therewith) (collectively, "Losses") that the Distributor, each of
its present and former members, officers, employees or representatives or any
such controlling person, may incur under the 1933 Act, the 1934 Act, any other
statute (including Blue Sky laws) or any rule or regulation thereunder, or
under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement of a material fact contained in the
Registration Statement or any Prospectus, as from time to time amended or
supplemented, or in any annual or interim report to shareholders, or in any
advertisements or sales literature prepared by the Company or its agent, or
arising out of or based upon 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, or based upon the Company's failure to
comply with the terms of this Agreement or applicable law; provided, however,
that the Company's obligation to indemnify the Distributor and any of the
foregoing indemnitees shall not be deemed to cover any Losses arising out of
any untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, Prospectus, annual or interim
report, or any such advertisement or sales literature in reliance upon and in
conformity with information and furnished to the Company or its counsel by the
Distributor in writing and acknowledging the purpose of its use for the purpose
of, and used in, the preparation thereof. The Company's agreement to indemnify
the Distributor, and any of the foregoing indemnitees, as the case may be, with
respect to any action, is expressly conditioned upon the Company being notified
of such action or claim of loss brought against the Distributor, or any of the
foregoing indemnitees, within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon the Distributor, or such person, unless the failure to give
notice does not prejudice the Company. Such notification shall be given by
letter or by telegram addressed to the Company's President, but the failure so
to notify the Company of any such action shall not relieve the Company from any
liability which the Company may have to the person against whom such action is
brought by reason of any such untrue, or alleged untrue, statement or omission,
or alleged omission, otherwise than on account of the Company's indemnity
agreement contained in this Section 7(A).
B. The Company shall be entitled to participate at its own expense in
the defense, or if it so elects, to assume the defense of any suit brought to
enforce any such Losses, but if the Company elects to assume the defense, such
defense shall be conducted by counsel chosen by the Company and approved by the
Distributor, which approval shall not be unreasonably withheld. In the event
the Company elects to assume the defense of any such suit and retain such
counsel, the indemnified defendant or defendants in such suit shall bear the
reasonable fees and expenses of any additional counsel retained by them. If the
Company does not elect to assume the defense of any such suit, or in case the
Distributor does not, in the exercise of reasonable judgment, approve of
counsel chosen by the Company, or if under prevailing law or legal codes of
ethics, the same counsel cannot effectively represent the interests of both the
Company and the Distributor, and each of its present or former members,
officers, employees, representatives or any controlling person, the Company
will reimburse the indemnified person or persons named as defendant or
defendants in such suit, for the reasonable fees and expenses of any counsel
retained by Distributor and them. The Company's indemnification agreement
contained in Sections 7(A) and 7(B) herein shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Distributor, and each of its present or former members, officers, employees,
representatives or any controlling person, and shall survive the delivery of
any Shares and the termination of this Agreement. This agreement of indemnity
will inure exclusively to the Distributor's benefit, to the benefit of each of
its present or former members, officers, employees or representatives or to the
benefit of any controlling persons and their successors. The Company agrees
promptly to notify the Distributor of the commencement of any litigation or
proceedings against the Company or any of its officers or Trustees in
connection with the issue and sale of any of the Shares.
C. The Company shall advance attorney's fees and other expenses
incurred by any person in defending any claim, demand, action or suit which is
the subject of a claim for indemnification pursuant to this Section 7 to the
maximum extent permissible under applicable law.
D. The Distributor shall indemnify, defend and hold the Company and
each of its present or former trustees, officers, employees, representatives
and any person who controls or previously controlled the Company within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all Losses that the Company, each of its present or former trustees,
officers, employees, representatives, or any such controlling person may incur
under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws)
or any rule or regulation thereunder, or under common law or otherwise, arising
out of or based upon any untrue, or alleged untrue, statement of a material
fact contained in the Company's Registration Statement or any Prospectus, as
from time to time amended or supplemented, or arising out of or based upon
Distributor's failure to comply with the terms of this Agreement or applicable
law, or the omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statement not
misleading, but only if such statement or omission was made in reliance upon,
and in conformity with, written information furnished to the Company or its
counsel by the Distributor for the purpose of, and used in, the preparation
thereof. The Distributor's agreement to indemnify the Company, and any of the
foregoing indemnitees, is expressly conditioned upon he Distributor being
notified of any action or claim of loss brought against the Company, and any of
the foregoing indemnitees, such notification to be given by letter or telegram
addressed to the Distributor's President, within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Company or such person unless the failure
to give notice does not prejudice the Distributor, but the failure so to notify
the Distributor of any such action shall not relieve the Distributor from any
liability which the Distributor may have to the person against whom such action
is brought by reason of any such untrue, or alleged untrue, statement or
omission, otherwise than on account of the Distributor's indemnity agreement
contained in this Section 7(D).
E. The Distributor shall be entitled to participate at its own
expense in the defense or if it so elects, to assume the defense of any suit
brought to enforce any such loss, claim, demand, liability, damage or expense,
but if the Distributor elects to assume the defense, such defense shall be
conducted by counsel chosen by the Distributor and approved by the Company,
which approval shall not be unreasonably withheld. In the event the Distributor
elects to assume the defense of any such suit and retain such counsel, the
indemnified defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by them. If the Distributor does
not elect to assume the defense of any such suit, or in case the Company does
not, in the exercise of reasonable judgment, approve of counsel chosen by the
Distributor, or if under prevailing law or legal codes of ethics, the same
counsel cannot effectively represent the interests of both the Distributor and
the Company, and each of its present or former members, officers, employees,
representatives or any controlling person, the Distributor will reimburse the
indemnified person or persons named as defendant or defendants in such suit,
for the counsel retained by the Company and them. The Distributor's
indemnification agreement contained in Sections 7(D) and 7(E) herein shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Company, and each of its present or former
trustees, officers, employees, representatives or any controlling person, and
shall survive the delivery of any Shares and the termination of this Agreement.
This Agreement of indemnity will inure exclusively to the Company's benefit, to
the benefit of each of its present or former trustees, officers, employees or
representatives or to the benefit of any controlling persons and their
successors. The Distributor agrees promptly to notify the Company of the
commencement of any litigation or proceedings against the Distributor or any of
its officers or Trustees in connection with the issue and sale of any of the
Shares.
F. The Distributor shall advance attorney's fees and other expenses
incurred by any person in defending any claim, demand, action or suit which is
the subject of a claim for indemnification pursuant to this Section 7 to the
maximum extent permissible under applicable law.
G. No person shall be obligated to provide indemnification under this
Section 7 if such indemnification would be impermissible under the 1940 Act,
the 1933 Act, the 1934 Act or the rules of the NASD; provided, however, in such
event indemnification shall be provided under this Section 7 to the maximum
extent so permissible. The provisions of this Section 7 shall survive the
termination of this Agreement.
8. OBLIGATIONS OF THE COMPANY
This Agreement is executed by and on behalf of the Company and the
obligations of the Company hereunder are not binding upon any of the trustees,
officers or shareholders of the Company individually, but are binding only upon
the Company and with respect to the Funds to which such obligations pertain.
9. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
10. DURATION AND TERMINATION
A. This Agreement shall become effective with respect to each Fund
listed on Exhibit A hereof as of the date hereof and, with respect to each Fund
not in existence on that date, on the date an amendment to Exhibit A to this
Agreement relating to that Fund is executed. Unless sooner terminated as
provided herein, this Agreement shall continue in effect for two (2) years from
the date hereof. Thereafter, if not terminated, this Agreement shall continue
in effect automatically as to each Fund for successive one-year periods,
provided such continuance is specifically approved at least annually by: (i)
the Company's Board; or (ii) the vote of a "majority of the outstanding voting
securities" of a Fund, and provided that in either event, the continuance is
also approved by a majority of the Company's Board who are not "interested
persons" of any party to this Agreement, by a vote cast in person at a meeting
called for the purpose of voting on such approval.
B. Notwithstanding the foregoing, this Agreement may be terminated,
without the Distributor exercising its right to accelerate payment for fees
then due and owing to it, with respect to a particular Fund: (i) through a
failure to renew this Agreement at the end of a term, (ii) upon mutual consent
of the parties; or (iii) upon no less than sixty (60) days' written notice, by
either the Company upon the vote of a majority of the members of its Board who
are not "interested persons" of the Company and have no direct or indirect
financial interest in the operation of this Agreement or by vote of a "majority
of the outstanding voting securities" of a Fund, or by the Distributor. 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 and the Company. If required under the 1940 Act, any such
amendment must be approved by the Company's Board, including a majority of the
Company's Board who are not "interested persons" of any party to this
Agreement, by a vote cast in person at a meeting for the purpose of voting on
such amendment. In the event that such amendment affects the Advisor, the
written instrument shall also be signed by the Advisor. This Agreement will
automatically terminate in the event of its assignment.
C. Sections 7, 9, 11 and 12 shall survive termination of this
Agreement.
11. CONFIDENTIALITY
The Distributor agrees on behalf of its employees to treat all records
relative to the Company and prior, present or potential shareholders of the
Company as confidential, and not to use such records for any purpose other than
performance of the Distributor's responsibilities and duties under this
Agreement, except after notification and prior approval by the Company, which
approval shall not be unreasonably withheld, and may not be withheld where the
Distributor may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or investigation,
or when so requested by the Company. Records and information that have become
known to the public through no wrongful act of the Distributor or any of its
employees, agents or representatives shall not be subject to this paragraph.
In accordance with Regulation S-P, the Distributor will not disclose any
non-public personal information, as defined in Regulation S-P, received from
the Company or any Fund regarding any Fund shareholder; provided, however, that
the Distributor may disclose such information to any party as necessary in the
ordinary course of business to carry out the purposes for which such
information was disclosed to the Distributor, or as may be required by law. The
Distributor agrees to use reasonable precautions to protect and prevent the
unintentional disclosure of such non-public personal information.
12. ANTI-MONEY LAUNDERING PROGRAM
The Distributor represents and warrants that it: (i) has adopted an
anti-money laundering compliance program ("AML Program") that satisfies the
requirements of all applicable laws and regulations; (ii) undertakes to carry
out its AML Program to the best of its ability; and (iii) will promptly notify
the Company and the Advisor if an inspection by the appropriate regulatory
authorities of its AML Program identifies any material deficiency, and (vi)
will promptly remedy any material deficiency of which it learns.
13. MISCELLANEOUS
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 or effect. Any provision of this Agreement which may
be determined by competent authority to be prohibited or unenforceable without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors. As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested person," and "assignment" shall
have the same meaning as such terms have in the 1940 Act.
14. NOTICES
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service, or three (3) days after sent by
registered or certified mail, postage prepaid, return receipt requested, or on
the date sent and confirmed received by facsimile transmission to the other
parties' respective addresses as set forth below:
Notice to the Distributor shall be sent to:
Quasar
Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx
Xxxxxx Xxxxxxxxx,
Xxxxxxxxx 00000
notice to the Company shall be sent to:
MP63 Fund, Inc.
Suite B-103
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, XX 00000
and notice to the Advisor shall be sent to:
Moneypaper Advisor, Inc.
Suite B-103
555 Xxxxxxxx Xxxxx Avenue
Rye, NY 10580
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the
date first above written.
COMPANY NAME QUASAR DISTRIBUTORS, LLC
MP63 FUND, INC.
By:__/s/ Xxxx Xxxxxx, President________ By:____/s/ Xxxxx
Schoenike___________
Name, Title Xxxxx Xxxxxxxxx, President
ADVISOR NAME
By:__/s/ Xxxx Xxxxxx, President________
Name, Title
QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES
ANNUAL FEE SCHEDULE
BASIC DISTRIBUTION SERVICES*
{circle}1 basis point of the Fund's average daily net assets, payable monthly
in arrears
{circle}Minimum annual fee: first class or series -- $6,000; each additional
series - $3,000
ADVERTISING COMPLIANCE REVIEW/NASD FILINGS
{circle}$150 ($75 for first 12 months) per job for the first 10 pages (minutes
if tape or video); $20 per page (minute if tape or video) thereafter
{circle}NON-NASD FILED MATERIALS, E.G. INTERNAL USE ONLY MATERIALS
$150 ($75 for the first 12 months) per job for the first 10 pages (minutes if
tape or video); $20 per page (minutes if tape or video) thereafter.
{circle}NASD EXPEDITED SERVICE FOR 3 DAY TURNAROUND
$1,000 for the first 10 pages (minutes if audio or video); $25 per page (minute
if audio or video) thereafter. (Comments are faxed. NASD may not accept
expedited request)
LICENSING OF INVESTMENT ADVISOR'S STAFF (IF DESIRED)
{circle}$900 per year per registered representative ("RR"), for 3 individuals
or less.
{circle}$2,000 per year per registered representative beyond the first 3
individuals.
{circle}Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24,
26, 27, 63, 66
{circle}Pius all associated NASD and State fees for Registered Representatives,
including license and renewal fees.
FUND FACT SHEETS
{circle}Design - $1,000 per fact sheet, includes first production
{circle}Production - $500.00 per fact sheet per production period
{circle}All printing costs are out-of-pocket expenses, and in addition to the
design fee and production fee.
OUT-OF-POCKET EXPENSES
Reasonable out-of-pocket expenses incurred by the Distributor in connection
with activities primarily intended to result in the sale of Shares, including,
without limitation:
{circle}Typesetting, printing and distribution of Prospectuses and shareholder
reports
{circle}Production, printing, distribution and placement of advertising and
sales literature and materials
{circle}engagement of designers, free-xxxxx writers and public relations firms
{circle}long-distance telephone lines, services and charges
{circle}postage
{circle}overnight delivery charges
{circle}NASD registration fees
(NASD advertising filing fees are included in Advertising Compliance Review
section above)
{circle}record retention
{circle}travel, lodging and meals
Fees are billed monthly.
* Subject to CPI increase.
* Effective with the first day after expiration of the first twelve (12)
months of service, the fees and charges set forth in this Schedule shall be
increased over the fees and charges during the previous twelve (12) months
in the amount equal to the change in the Consumer Price Index for all Urban
Consumers in the Milwaukee, Wisconsin Metropolitan Statistical Area, All
Terms, Based 1982-1984 = 100, as last reported by the U.S. Bureau of Labor
Statistics ("CPI-U'). Thereafter, all of the fees and charges in this fee
schedule (except for out-of-pocket expenses) shall increase annually upon
each anniversary of this Schedule in an amount equal to the percentage
change in the CPI-U for the proceeding twelve (12)months.
