Exhibit (e)
THIS
AGREEMENT is made and entered into as of this ___ day of _________, 2006, by and among
Skyhawk Capital Management Funds Trust, a Delaware statutory trust (the
“Trust”), Skyhawk Capital Management, LLC, a Delaware limited liability
company (the “Advisor”) and Quasar Distributors, LLC, a Delaware limited
liability company (the “Distributor”).
WHEREAS,
the Trust 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 interests (“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 Trust 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 Trust 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”), and is a member of the National Association
of Securities Dealers, Inc. (the “NASD”); and
WHEREAS,
this Agreement has been approved by a vote of the Trust’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 Trust 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 the Distributor |
The
Trust 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 Trust 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 Trust under the Securities Act of 1933 (the “1933 Act”)
and the 1940 Act. |
| |
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 Trust. Such purchase orders shall be deemed
effective at the time and in the manner set forth in the Prospectus. |
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C. |
The
Distributor, with the operational assistance of the Trust’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 Trust and the Distributor. |
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E. |
The
Distributor agrees to cooperate with the Trust 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 are in compliance with such laws and regulations.
The Distributor agrees to furnish to the Trust 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. |
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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 Trust 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
Trust reserves the right to suspend such repurchase right upon written
notice to the Distributor. The Distributor further agrees to act as agent
for the Trust to receive and transmit promptly to the Trust’s
transfer agent, shareholder requests for redemption of Shares. |
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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 of any dealer
agreement shall be mutually agreed upon and approved by the Trust 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 so 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. |
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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. |
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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. |
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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 Trust 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 Trust |
| |
A. |
The
Trust 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 Trust agrees that it
will act in material conformity with its Declaration of Trust, its
By-Laws, its Registration Statement, as may be amended from time to time,
and the resolutions and other instructions of its Board. The Trust 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 Trust
represents and warrants that this Agreement has been duly authorized by
all necessary action by the Trust under the 1940 Act, state law and the
Trust’s Declaration of Trust and By-Laws. |
| |
B. |
The
Trust, 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 Trust 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. |
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C. |
The
Trust 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 Trust 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”),
including any and all applicable interpretation of such by the staff of
the SEC. The Trust shall advise the Distributor promptly of any such
determination. |
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D. |
The
Trust agrees to advise the Distributor promptly in writing: |
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(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; |
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(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; |
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(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. |
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E. |
The
Trust shall file such reports and other documents as may be required under
applicable federal and state laws and regulations. The Trust 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. |
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F. |
The
Trust 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. |
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G. |
The
Trust 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 Trust
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, certified copies of any financial statements prepared
for the Trust 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 Trust shall forward a copy of any SEC
filings, including the Registration Statement, to the Distributor within
one business day of any such filings. The Trust 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. Nothing in this Agreement shall require the sharing or
provision of materials protected by privilege or limitation of disclosure,
including any applicable attorney-client privilege or trade secret
materials. |
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H. |
The
Trust represents and warrants that its Registration Statement and any
advertisements and sales literature prepared by the Trust 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 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. |
As
compensation for the services performed and the expenses assumed by 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 Distributor by the
Corporation from Rule 12b-1 fees payable by the appropriate Fund or, if the Fund does not
have a Rule 12b-1 plan, 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 that 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.
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| |
A. |
The
Trust 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 Trust pursuant to Section 3(E) hereof. |
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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. |
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A. |
The
Trust 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 Trust 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 Trust’s
failure to comply with the terms of this Agreement or applicable law;
provided, however, that the Trust’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
relating to the Distributor and furnished to the Trust 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 Trust’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 Trust 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 Trust. Such notification shall be given by letter or by
telegram addressed to the Trust’s President, but the failure so to
notify the Trust of any such action shall not relieve the Trust from any
liability which the Trust 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 Trust’s
indemnity agreement contained in this Section 7(A). |
6
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B. |
The
Trust 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 Trust elects to assume the defense, such defense
shall be conducted by counsel chosen by the Trust and approved by the
Distributor, which approval shall not be unreasonably withheld. In the
event the Trust 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 Trust 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 Trust, or if under prevailing
law or legal codes of ethics, the same counsel cannot effectively
represent the interests of both the Trust and the Distributor, and each of
its present or former members, officers, employees, representatives or any
controlling person, the Trust 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
Trust’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 Trust
agrees promptly to notify the Distributor of the commencement of any
litigation or proceedings against the Trust or any of its officers or
trustees in connection with the issue and sale of any of the Shares. |
7
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C. |
The
Trust shall advance attorneys’ 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. |
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D. |
The
Distributor shall indemnify, defend and hold the Trust and each of its
present or former trustees, officers, employees, representatives and any
person who controls or previously controlled the Trust within the meaning
of Section 15 of the 1933 Act, free and harmless from and against any and
all Losses that the Trust, 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 Trust’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 relating to the Distributor and furnished to the Trust
or its counsel by the Distributor for the purpose of, and used in, the
preparation thereof. The Distributor’s agreement to indemnify the
Trust, and any of the foregoing indemnitees, is expressly conditioned upon
the Distributor being notified of any action or claim of loss brought
against the Trust, 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 Trust 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). |
8
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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 Trust,
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 Trust does not, in the exercise of reasonable judgment, approve
of counsel chosen by the Distributor, or reasonable fees and expenses of
any if under prevailing law or legal codes of ethics, the same counsel
cannot effectively represent the interests of both the Trust and the
Distributor, 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 Trust 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 Trust, 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 Trust’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 Trust 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. |
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F. |
No
person shall be obligated to provide indemnification under this Section 6 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 Trust |
This
Agreement is executed by and on behalf of the Trust and the obligations of the Trust
hereunder are not binding upon any of the trustees, officers or shareholders of the Trust
individually, but are binding only upon the Trust and with respect to the Funds to which
such obligations pertain.
This
Agreement shall be construed in accordance with the laws of the State of Delaware, without
regard to conflicts of law principles. To the extent that the applicable laws of the State
of Delaware, 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.
9
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10. |
Duration
and Termination |
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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 Trust’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 Trust’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. |
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B. |
Notwithstanding
the foregoing, this Agreement may be terminated, without the payment of
any penalty, 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 Trust upon the vote of a majority of the members of its
Board who are not “interested persons” of the Trust 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 Trust. If required under the 1940 Act, any such amendment must be
approved by the Trust’s Board, including a majority of the Trust’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. |
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C. |
Sections
7, 9, 11 and 12 shall survive termination of this Agreement. |
The
Distributor agrees on behalf of its employees to treat all records relative to the Trust
and prior, present or potential shareholders of the Trust 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 Trust, 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 Trust. 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.
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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 Trust 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 Trust 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.
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 in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability 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.
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:
11
notice to the Trust shall be sent to:
and notice to the Advisor shall be
sent to:
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Skyhawk
Capital Management, LLC
0000 Xxxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000 |
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.
| SKYHAWK CAPITAL MANAGEMENT FUNDS TRUST |
QUASAR DISTRIBUTORS, LLC |
By: __________________ |
By: _________________ |
Title: _______________________ |
Title: _______________________ |
SKYHAWK CAPITAL MANAGEMENT, LLC |
By: __________________ |
Title: _______________________ |
12
