DISTRIBUTION AGREEMENT
AGREEMENT made effective as of July 1, 2006, by and between
Ameritas Investment Corp. ("Distributor") and Summit Mutual
Funds, Inc. ("SMFI"):
WHEREAS, SMFI is a Maryland corporation registered as an
open-end, management investment company under the Investment
Company Act of 1940, as amended, ("1940 Act") and its Shares are
registered under the Securities Act of 1933, as amended ("1933
Act"); and
WHEREAS, the Distributor is registered as a broker-dealer
with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended, ("1934 Act") and is
a member of NASD, Inc. (the "NASD"); and
WHEREAS, SMFI desires to have its Pinnacle Series shares
("Shares") sold and distributed through Distributor and
Distributor is willing to sell and distribute such Shares under
the terms stated herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. SMFI will furnish to the Distributor copies properly
certified or authenticated of each of the following:
a. Articles of Incorporation of SMFI dated January 24,
1984, as amended;
b. By-laws of SMFI as in effect on the date hereof;
c. The Registration Statement under the 1933 Act
("Registration Statement") and 1940 Act, and SMFI's Prospectus as
from time to time is effective and forming a part of the
Registration Statement (the "Prospectus");
d. Amendments of or supplements to the Items referred to
in a., b., and c. above and any other information for use in
connection with Distributor's duties hereunder that Distributor
reasonably requests regarding SMFI or the Shares of SMFI's common
stock;
e. Prompt notice and advice of (i) any action of the SEC
or any authorities of any state or territory, of which it may be
advised, affecting the registration or qualification of SMFI or
its Shares or the right to offer the Shares for sale, and (ii)
the happening of any event which makes untrue any statement in
the Registration Statement or Prospectus or which requires the
making of any change in the Registration Statement or Prospectus
in order to make the statements therein not misleading.
2. Distributor hereby agrees that it will act as Distributor
of the Shares covered by and in accordance with SMFI's
Registration Statement and Prospectus. In connection therewith it
is specifically agreed that:
a. Distributor will solicit such orders and accompanying
funds for the purchase of Shares for submission to SMFI's
transfer agent, the name of which will be supplied to Distributor
by SMFI in a supplemental writing, as the Distributor deems
reasonable in connection with its duties hereunder;
b. Distributor will have no authority to accept orders
for the purchase of Shares or to accept funds on SMFI's behalf
and no order for the purchase of Shares will be binding on SMFI
until accepted by SMFI's transfer agent;
c. Distributor will undertake such advertisement and
promotion as it and SMFI mutually deem reasonable in connection
with Distributor's duties hereunder;
d. Distributor is not authorized to give any information
or make any representations other than those contained in the
Registration Statement or the Prospectus, as in effect from time
to time, other than such information or representations as SMFI
may authorize in writing;
e. SMFI reserves the right to direct the transfer agent
to decline to accept any order for or make any sale of the Shares
until such time as SMFI deems it advisable to accept such orders
or to make such sales. SMFI will promptly advise Distributor of
any such determination; and
f. No orders for the purchase of Shares will be
solicited by Distributor or by SMFI and no orders for purchase of
Shares will be accepted by SMFI if and so long as the
effectiveness of the Registration Statement or any necessary
amendments thereto shall be suspended under any provision of the
1933 Act or if and so long as the current Prospectus as required
by such Act is not on file with the SEC; provided nothing in this
section will affect SMFI's obligation to repurchase the Shares
from any Shareholder in accordance with SMFI's Articles of
Incorporation, By-laws, or Prospectus, and further that the
Distributor may continue to act under this Agreement until it has
been notified in writing of the occurrence of any of the
foregoing events.
3. Distributor agrees that its activities pursuant to this
Agreement will comply with all applicable laws, rules and
regulations, including without limitation, rules and regulations
made or adopted pursuant to the 1940 Act and by the NASD.
4. SMFI agrees at its own expense to execute such papers and
to do such acts and things as shall from time to time be
reasonably requested by the Distributor for the purpose of
qualifying and maintaining qualification of the Shares for sale
under the Blue Sky Laws of any state or for maintaining the
registration of SMFI and of its Shares under the 1933 Act and the
1940 Act. SMFI will pay all registration, filing and other fees
in connection therewith and for qualifying itself under
applicable Blue Sky Laws and any cost of preparing the
Registration Statements.
5. The Distributor will pay or cause to be paid all expenses
relating to: its qualification as a broker-dealer in any state in
which it qualifies in connection with the distribution of Shares;
and selling and distributing the Shares, including preparing
sales material.
6. It is understood that the Distributor shall be free to
enter into distribution or other agreements with others and that
SMFI has no objection thereto.
7. It is understood that any of the Shareholders, Directors,
Officers, Employees and Agents of SMFI may be Directors,
Officers, Employees or Agents of or be otherwise interested in
the Distributor, any affiliated person of the Distributor, any
organization in which the Distributor may have an interest or any
organization that may have an interest in the Distributor; that
the Distributor or any such affiliated person or any such
organization may have an interest in SMFI; and that the existence
of any such interest shall not affect the validity thereof or any
transaction hereunder except as otherwise provided in the
Articles of Incorporation of SMFI and the Distributor,
respectfully, or by specific provisions of any applicable law.
8. This Agreement shall continue in effect for a period of
more than two years from the date of its execution, only so long
as such continuance is specifically approved at least annually by
the Board of Directors of SMFI or by vote of a majority of the
outstanding voting securities of SMFI. In addition:
a. This Agreement may be terminated by either party
hereto upon 60 days written notice to the other party.
b. This Agreement may be immediately terminated upon
written notice to one party by another hereto in the event of
bankruptcy or insolvency of such party to which notice is given.
c. This Agreement may be terminated at any time upon
mutual written consent of the parties hereto.
d. This Agreement shall immediately terminate in the
event of its assignment (as that term is defined in the 1940
Act).
Upon termination of this Agreement all authorization,
rights, and obligations shall cease except the obligation to
settle accounts hereunder including payments for Shares sold
pursuant to this Agreement.
9. This agreement shall be subject to the provisions of the
1940 Act, the 1934 Act, the By-laws of the NASD and the
Regulations and Rulings thereunder which are from time to time in
effect, including such exemptions from the 1940 Act as the SEC
may grant and the terms hereof shall be interpreted and construed
in accordance therewith.
10. Distributor may from time to time employ or associate
with any person or persons it may believe to be particularly
fitted to assist it in the performance of this Agreement. The
compensation of such persons will be paid by the Distributor and
no obligation will be incurred by or on behalf of SMFI with
respect to them. It is understood by SMFI that persons employed
by the Distributor to assist in the performance of its duties
hereunder may not devote their full time to those duties and
nothing contained herein will be deemed to limit or restrict the
Distributor's right or the right of any of the Distributor's
affiliates to engage in and devote time and attention to other
businesses or to render other services of whatever kind or
nature.
11. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, the remainder of
this Agreement shall not be affected thereby. This Agreement
shall be construed in accordance with and governed by the laws of
the state of Ohio. This Agreement may be executed simultaneously
in two or more counterparts, each of which will be deemed an
original but all of which together will constitute one and the
same instrument.
12. The parties each warrant and represent that their conduct
under this Agreement shall comply with the Xxxxx-Xxxxx-Xxxxxx
Act, Regulation S-P (17 C.F.R. Section 248), and all other
applicable federal and state laws concerning customer
confidentiality, and that no party will share customers' non-
public personal information with third parties, except as allowed
by applicable laws.
13. Each party represents and warrants that it will comply
with all applicable anti-money laundering laws, regulations,
rules and government guidance, including the reporting,
recordkeeping and compliance requirement of the Bank Secrecy Act
and the USA PATRIOT Act. All parties agree, when permitted by
applicable law, to promptly notify each other whenever
questionable activities or potential indication of suspicious
activities or Office of Foreign Asset Control matches are
detected. Each party agrees to investigate any potentially
suspicious activity and to take appropriate actions.
The parties hereto have caused this Agreement to be executed
on the day and year first above written.
Ameritas Investment Corp. Summit Mutual Funds, Inc.
By: /s/Xxxxxx Xxxxxxxxx-Gear By: /s/Xxxx X. Xxxxxxxx
Name: Xxxxxx Xxxxxxxxx-Gear Name: /s/Xxxx X. Xxxxxxxx
and Title: President & CEO and Title: Vice President
4.
