Exhibit (e)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 19th day of July,
2004, by and between XXXXXX XXXX INVESTMENT FUNDS, a Massachusetts trust (the
"Trust") 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 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 QUASAR AS 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
The Distributor performs the following services and duties in an
administrative function for the Trust:
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
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Exhibit (e)
"Registration Statement") of the Trust 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, in connection with the Transfer Agent, 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.
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.
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.
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.
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
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Exhibit (e)
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 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.
I. 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.
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.
D. The Trust 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;
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Exhibit (e)
(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 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.
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.
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.
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.
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Exhibit (e)
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.
5. COMPENSATION
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.
6. EXPENSES
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.
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 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
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Exhibit (e)
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).
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
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Exhibit (e)
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.
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.
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).
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,
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Exhibit (e)
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.
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.
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.
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Exhibit (e)
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 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.
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.
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 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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Exhibit (e)
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.
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
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.
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
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Exhibit (e)
notice to the Trust shall be sent to:
Xxxxxx Xxxx Investment Funds
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
and notice to the Advisor shall be sent to:
Xxxxxx Xxxx Investment Management Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, 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.
XXXXXX XXXX INVESTMENT FUNDS QUASAR DISTRIBUTORS, LLC
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxxxx
Title: President Title: President
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EXHIBIT A
TO THE
DISTRIBUTION AGREEMENT
FUND NAMES
SEPARATE SERIES OF
XXXXXX XXXX INVESTMENT FUNDS
Name of Series
--------------
Xxxxxx Xxxx International Equity Fund
Xxxxxx Xxxx Total Return Bond Fund
Xxxxxx Xxxx Global High Yield Bond Fund
EXHIBIT B
TO THE
DISTRIBUTION AGREEMENT
--------------------------------------------------------------------------------
QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES
ANNUAL FEE SCHEDULE
--------------------------------------------------------------------------------
BASIC DISTRIBUTION SERVICES PER FUND COMPLEX*
--------------------------------------------
o $65,000 flat fee to include 12 standard, non-expedited NASD reviews/filing
per year (an initial $1,800 credit).
o Minimum annual fee: waived for the Global Equity Fund for the first 6
months
ADVERTISING COMPLIANCE REVIEW/NASD FILINGS
------------------------------------------
o $150 per job for the first 10 pages (minutes if tape or video); $20 per
page (minute if tape or video) thereafter, 2 day turnaround
o NON-NASD FILED MATERIALS, E.G. INTERNAL USE ONLY MATERIALS $100 per job for
the first 10 pages (minutes if tape or video); $20 per page (minutes if
tape or video) thereafter, 2 day turnaround
o NASD EXPEDITED SERVICE FOR 3 DAY TURNAROUND FROM THE NASD AFTER QUASAR'S
SAME-DAY REVIEW $1,000 for the first 10 pages (minutes if audio or video);
$25 per page (minute if audio or video) thereafter. (Comments are faxed.
The NASD may not accept an expedited request.)
LICENSING OF INVESTMENT ADVISOR'S STAFF (IF DESIRED)
----------------------------------------------------
o $900 per year per registered representative ("RR"), for 3 individuals or
less.
o $2,000 per year per registered representative beyond the first 3
individuals.
o Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24, 26,
27, 63, 66
o Plus all associated NASD and State fees for Registered Representatives,
including license and renewal fees.
FUND FACT SHEETS
----------------
o Design - $1,000 per fact sheet, includes first production
o Production - $500.00 per fact sheet per production period
o 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:
o typesetting, printing and distribution of Prospectuses and shareholder
reports
o production, printing, distribution and placement of advertising and sales
literature and materials
o engagement of designers, free-xxxxx writers and public relations firms
o long-distance telephone lines, services and charges
o postage
o overnight delivery charges
o NASD registration fees
(NASD advertising filing fees are included in Advertising Compliance Review
section above)
o record retention
o travel, lodging and meals
Fees are billed monthly and invoices are sent to the Trust:
c/o Investors Bank &Trust
Attn: Xxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000.
* Subject to CPI increase, Milwaukee MSA.
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EXHIBIT B
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