DISTRIBUTION AGREEMENT
Exhibit
1 under Item 601/Reg. S-K
THIS
AGREEMENT is made as of March 21, 2009, between WesMark Funds, a Massachusetts
business trust (the “Trust”), and ALPS Distributors, Inc., a Colorado
corporation (“ALPS”).
WHEREAS,
the Trust is an open-end investment company registered under the Investment
Company Act of 1940, as amended (the “1940 Act”), presently consisting of the
portfolios listed in Appendix A (the
“Portfolios”);
WHEREAS,
ALPS is registered as a broker-dealer under the Securities Exchange Act of 1934,
as amended (the “1934 Act”), and a member of the Financial Industry Regulatory
Authority (“FINRA”); and
WHEREAS,
the Trust wishes to employ the services of ALPS in connection with the promotion
and distribution of the shares of the Trust (the “Shares”).
NOW,
THEREFORE, in consideration of the mutual promises and undertakings herein
contained, the parties agree as follows.
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1.
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ALPS Appointment and
Duties.
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(a)
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The
Trust hereby appoints ALPS to provide the distribution services set forth
in this Agreement on Appendix B, as
amended from time to time, upon the terms and conditions hereinafter set
forth. ALPS hereby accepts such appointment and agrees to
furnish such specified services. ALPS shall for all purposes be
deemed to be an independent contractor and shall, except as otherwise
expressly authorized in this Agreement, have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the
Trust.
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(b)
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ALPS
may employ or associate itself with a person or persons or organizations
as ALPS believes to be desirable in the performance of its duties
hereunder; provided that, in such event, the compensation of such person
or persons or organizations shall be paid by and be the sole
responsibility of ALPS, and the Trust shall bear no cost or obligation
with respect thereto; and provided further that ALPS shall not be relieved
of any of its obligations under this Agreement in such event and shall be
responsible for all acts of any such person or persons or organizations
taken in furtherance of this Agreement to the same extent it would be for
its own acts.
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2.
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Expenses.
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(a)
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ALPS
will bear all expenses in connection with the performance of its services
under this Agreement, except as otherwise provided herein. ALPS
will not bear any of the costs of Trust officers or employees (other than
employees of ALPS who are named as officers of the
Trust). Other Trust expenses incurred shall be borne by the
Trust or the Trust’s investment adviser, including, but not limited to,
initial organization and offering expenses; the blue sky registration and
qualification of Shares for sale in the various states in which the
officers of the Trust shall determine it advisable to qualify such Shares
for sale (including registering the Trust as a broker or dealer or any
officer of the Trust as agent or salesman in any state); registered
representative licensing of any personnel of the Trust or its investment
adviser, other than employees of ALPS who are named officers of the Trust;
litigation expenses; taxes; costs of preferred shares; expenses of
conducting repurchase offers for the purpose of repurchasing Trust shares;
administration, transfer agency and custodial expenses; interest; Trust
trustees’ fees; brokerage fees and commissions; state and federal
registration fees; FINRA advertising/filing fees; FINRA registration and
licensing fees for any person or entity affiliated with or employed by the
Trust or its investment adviser, other than employees of ALPS who are
named officers of the Trust, which include, but shall not be limited to,
costs for study materials, classes, opening test taking windows, exams,
state registration, fulfillment of the regulatory element, fulfillment of
the firm element, the annual compliance meeting and on-site examinations
of the office(s) of those individuals registered with
FINRA; advisory fees; insurance premiums; fidelity bond
premiums; Trust and investment advisory related legal expenses; costs of
maintenance of Trust existence; travel expenses to Board meetings and
on-sight supervisory reviews; printing and delivery of materials in
connection with meetings of the Trust’s trustees; printing and mailing of
shareholder reports, prospectuses, statements of additional information,
other offering documents and supplements, proxy materials and other
communications to shareholders; securities pricing data and expenses in
connection with electronic filings with the U.S. Securities and Exchange
Commission (the “SEC”).
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3.
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Documents. The
Trust has furnished or will furnish, upon request, ALPS with copies of the
Trust’s Declaration of Trust, advisory agreement(s), custodian agreement,
transfer agency agreement, administration agreement, current prospectus,
statement of additional information, periodic shareholder reports of the
Trust, and all forms relating to any plan, program or service offered by
the Trust to shareholders. The Trust shall furnish, within a reasonable
time period, to ALPS a copy of any amendment or supplement to any of the
above-mentioned documents. Upon request, the Trust shall furnish promptly
to ALPS any additional documents reasonably necessary or advisable to
perform its functions hereunder. As used in this Agreement the terms
“registration statement,” “prospectus” and “statement of additional
information” shall mean any registration statement, prospectus and
statement of additional information filed by the Trust with the SEC and
any amendments and supplements thereto that are filed with the
SEC.
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4. Sales of
Shares.
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(a)
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The
Trust grants to ALPS the right to sell the Shares as agent on behalf of
the Trust, during the term of this Agreement, subject to the registration
requirements of the Securities Act of 1933, as amended (the “1933 Act”),
the 1940 Act and of the laws governing the sale of securities in the
various states (“Blue Sky Laws”), under the terms and conditions set forth
in this Agreement. ALPS shall have the right to sell, as agent on behalf
of the Trust, the Shares covered by the registration statement, prospectus
and statement of additional information for the Trust then in effect under
the 1933 Act and 1940 Act.
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(b)
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The
rights granted to ALPS shall be exclusive, except that the Trust reserves
the right to sell Shares directly to investors on applications received
and accepted by the Trust.
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(c)
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Except
as otherwise noted in the Trust’s current prospectus and/or statement of
additional information, all Shares sold to investors by ALPS or the Trust
will be sold at the public offering price. The public offering
price for all accepted subscriptions will be the net asset value per
Share, as determined in the manner described in the Trust’s current
prospectus and/or statement of additional
information.
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(d)
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The
Trust shall receive the net asset value per Share on all
sales. If a fee in connection with shareholder redemptions is
in effect, such fee will be paid to the Trust. The net asset
value of the Shares will be calculated by the Trust or by another entity
on behalf of the Trust (which may be an affiliate of
ALPS). ALPS has no duty to inquire into, or liability for, the
accuracy of the net asset value per Share as
calculated. However, this shall not in any way limit the
liability that an affiliate of ALPS may have for the calculation of the
net asset value per Share pursuant to a separate agreement between the
Trust and the affiliate of ALPS.
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(e)
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The
Trust reserves the right to suspend sales and ALPS’ authority to process
orders for Shares on behalf of the Trust if, in the judgment of the Trust,
it is in the best interests of the Trust to do so. Suspension will
continue for such period as may be determined by the
Trust.
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(f)
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In
consideration of these rights granted to ALPS, ALPS agrees to use its best
efforts to solicit orders for the sale of the Shares at the public
offering price and will undertake such advertising and promotion as it
believes is reasonable in connection with such solicitation. ALPS shall
review and file such materials with the SEC and/or FINRA to the extent
required by the 1934 Act and the 1940 Act and the rules and regulations
thereunder, and by the rules of FINRA. This shall not prevent ALPS from
entering into like arrangements (including arrangements involving the
payment of underwriting commissions) with other issuers. ALPS will act
only on its own behalf as principal should it choose to enter into selling
agreements with selected dealers or
others.
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(g)
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ALPS
is not authorized by the Trust to give any information or to make any
representations other than those contained in the registration statement
or prospectus and statement of additional information, or contained in
shareholder reports or other material that may be prepared by or on behalf
of the Trust for ALPS’ use. Consistent with the foregoing, ALPS may
prepare and distribute sales literature or other material as it may deem
appropriate in consultation with the Trust, provided such sales literature
complies with applicable law and
regulations.
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(h)
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The
Trust agrees that it will take all action necessary to register the Shares
under the 1933 Act and the 1940 Act. The Trust shall make available to
ALPS, at ALPS’ expense, such number of copies of its prospectus, statement
of additional information, and periodic reports as ALPS may reasonably
request. The Trust shall furnish to ALPS copies of all information,
financial statements and other papers, which ALPS may reasonably request
for use in connection with the distribution of Shares of the
Trust.
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(i)
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The
Trust acknowledges and agrees that ALPS will execute any and all documents
and furnish any and all information and otherwise take all actions that
may be reasonably necessary in connection with the qualification of the
Shares for sale in such states as the Trust may designate. The
Trust must notify ALPS in writing of the states in which the Shares may be
sold and must notify ALPS in writing of any changes to the information
contained in the previous
notification.
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(j)
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The
Trust shall not use the name of ALPS, or any of its affiliates, in any
prospectus or statement of additional information, sales literature, and
other material relating to the Trust in any manner without the prior
written consent of ALPS (which shall not be unreasonably withheld);
provided, however, that ALPS hereby approves all lawful uses of the names
of ALPS and its affiliates in the prospectus and statement of additional
information of the Trust and in all other materials which merely refer in
accurate terms to its appointment hereunder or which are required by the
SEC, FINRA, OCC or any state securities
authority.
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(k)
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Neither
ALPS nor any of its affiliates shall use the name of the Trust in any
publicly disseminated materials, including sales literature, in any manner
without the prior consent of the Trust (which shall not be unreasonably
withheld); provided, however, that the Trust hereby approves all lawful
uses of its name in any required regulatory filings of ALPS which merely
refer in accurate terms to the appointment of ALPS hereunder, or which are
required by the SEC, FINRA, OCC or any state securities
authority.
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(l)
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ALPS
will promptly transmit any orders received by it for purchase, redemption,
or exchange of the Shares to the Trust’s transfer
agent.
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(m)
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The
Trust agrees to issue Shares of the Trust and to request the transfer
agent in writing or other means of data transmission to record on its
books the ownership of such Shares in such amounts as ALPS has
requested. Such request will be made as promptly as practicable
after the acceptance of such order by the Trust, upon the terms described
in the Registration Statement.
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5.
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Insurance. ALPS
agrees to maintain fidelity bond and liability insurance coverages which
are, in scope and amount, consistent with coverages customary for
distribution activities relating to the Trust. ALPS shall
notify the Trust upon receipt of any notice of material, adverse change in
the terms or provisions of its insurance coverage. Such notification shall
include the date of change and the reason or reasons therefor. ALPS shall
notify the Trust of any material claims against it, whether or not covered
by insurance, and shall notify the Trust from time to time as may be
appropriate of the total outstanding claims made by it under its insurance
coverage.
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6.
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Right to Receive
Advice.
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(a)
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Advice of the
Trust
and
Service Providers. If ALPS is in doubt as to any action
it should or should not take, ALPS may request directions, advice, or
instructions from the Trust or, as applicable, the Trust’s investment
adviser, custodian or other service
providers.
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(b)
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Advice of
Counsel. If ALPS is in doubt as to any question of law
pertaining to any action it should or should not take, ALPS may request
advice from counsel of its own choosing (who may be counsel for the Trust,
the Trust’s investment adviser, or ALPS, at the option of
ALPS).
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(c)
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Conflicting
Advice. In the event of a conflict between directions,
advice or instructions ALPS receives from the Trust and instructions ALPS
receives from any other service provider of the Trust, then ALPS shall
follow the directions, advice or instructions of the
Trust.
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7.
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Standard of Care;
Limitation of Liability;
Indemnification.
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(a)
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ALPS
shall be obligated to act in good faith and to exercise commercially
reasonable care and diligence in the performance of its duties under this
Agreement.
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(b)
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In
the absence of willful misfeasance, bad faith, negligence or reckless
disregard by ALPS in the performance of its duties, obligations or
responsibilities set forth in this Agreement, ALPS and its affiliates,
including their respective officers, directors, agents and employees,
shall not be liable for, and the Trust agrees to indemnify, defend and
hold harmless such persons from, all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation,
attorneys’ fees and disbursements and liabilities arising under applicable
federal and state laws) arising directly or indirectly from the
following:
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(i)
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the
inaccuracy of factual information furnished to ALPS by the Trust or the
Trust’s investment adviser, custodians or other service providers that are
not affiliated with ALPS and are not a party that ALPS has employed or
affiliated itself with pursuant to section 1(b) of this
Agreement;
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(ii)
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any
untrue statement of a material fact or omission of a material fact
required to be stated or necessary in order to make the
statements not misleading under the 1933 Act, the 1940 Act, or any other
statute or the common law, in any registration statement, prospectus,
statement of additional information, shareholder report or other
information filed or made public by the Trust (as amended from time to
time), except to the extent the statement or omission was made in reliance
upon, and in conformity with, information furnished to the Trust by or on
behalf of ALPS or an affiliate of ALPS or a party that ALPS has employed
or affiliated itself with pursuant to section 1(b) of this
Agreement;
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(iii)
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for
any loss suffered by the Trust in connection with the matters to which
this Agreement relates;
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(iv)
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for
any loss suffered by the Trust as a result of losses, delays, failure,
errors, interruption or loss of data occurring directly or indirectly by
reason of circumstances beyond its reasonable control, including without
limitation, acts of God, action or inaction of civil or military
authority, war, terrorism, riot, fire, flood, sabotage, labor disputes,
elements of nature or non-performance by a third party other than an
affiliate of ALPS or a party that ALPS has employed or affiliated itself
with pursuant to section 1(b) of this
Agreement;
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(v)
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ALPS’
reliance on any instruction, direction, notice, instrument or other
information that ALPS receives from the Trust or a service provider to the
Trust other than an affiliate of ALPS or a party that ALPS has employed or
affiliated itself with pursuant to section 1(b) of this Agreement and that
ALPS reasonably believes to be genuine;
or
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(vi)
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any
other action or omission to act which ALPS takes in connection with the
provision of services to the Trust.
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(c)
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ALPS
shall indemnify and hold harmless the Trust, the Trust’s investment
adviser and their respective officers, directors, agents and employees
from and against any and all taxes, charges, expenses, assessments, claims
and liabilities (including, without limitation, attorneys’ fees and
disbursements and liabilities arising under applicable federal and state
laws) arising directly or indirectly from ALPS’ willful misfeasance, bad
faith, negligence or reckless disregard in the performance of its duties,
obligations or responsibilities set forth in this
Agreement.
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(d)
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Notwithstanding
anything in this Agreement to the contrary, neither party shall be liable
under this Agreement to the other party hereto for any punitive,
consequential, special or indirect losses or damages. Any
indemnification payable by a party to this Agreement shall be net of
insurance maintained by the indemnified party as of the time the claim
giving rise to indemnity hereunder is alleged to have arisen to the extent
it covers such claim.
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8.
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Activities of
ALPS. The services of ALPS under this Agreement are not
to be deemed exclusive, and ALPS shall be free to render similar services
to others. The Trust recognizes that from time to time
directors, officers and employees of ALPS may serve as directors, officers
and employees of other corporations or businesses (including other
investment companies) and that such other corporations and businesses may
include ALPS as part of their name and that ALPS or its affiliates may
enter into distribution agreements or other agreements with such other
corporations and businesses.
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9.
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Accounts and
Records. The accounts and records maintained by ALPS
shall be the property of the Trust. ALPS shall prepare,
maintain and preserve such accounts and records as required by the 1940
Act and other applicable securities laws, rules and
regulations. ALPS shall surrender such accounts and records to
the Trust, in the
form in which such accounts and records have been maintained or
preserved,
promptly upon receipt of instructions from the Trust. The Trust
shall have access to such accounts and records at all times during ALPS’
normal business hours. Upon the reasonable request of the
Trust, copies of any such books and records shall be provided by ALPS to
the Trust at the Trust’s expense. ALPS shall assist the Trust,
the Trust’s independent auditors, or, upon approval of the Trust, any
regulatory body, in any requested review of the Trust’s accounts and
records, and reports by ALPS or its independent accountants concerning its
accounting system and internal auditing controls will be open to such
entities for audit or inspection upon reasonable
request.
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10.
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Confidential and
Proprietary Information. ALPS agrees that it will, on
behalf of itself and its officers and employees, treat all transactions
contemplated by this Agreement, and all records and information relative
to the Trust and its current and former shareholders and other information
germane thereto, as confidential and as proprietary information of the
Trust and not to use, sell, transfer, or divulge such information or
records to any person for any purpose other than performance of its duties
hereunder, except after prior notification to and approval in writing from
the Trust, which approval shall not be unreasonably
withheld. Approval may not be withheld where ALPS may be
exposed to civil, regulatory or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when requested by the Trust. When requested to
divulge such information by duly constituted authorities, ALPS shall use
reasonable commercial efforts to request confidential treatment of such
information. ALPS shall have in place and maintain physical,
electronic, and procedural safeguards reasonably designed to protect the
security, confidentiality and integrity of, and to prevent unauthorized
access to or use of records and information relating to the Trust and its
current and former shareholders.
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11.
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Compliance with Rules
and Regulations. ALPS shall comply (and to the extent
ALPS takes or is required to take action on behalf of the Trust hereunder
shall cause the Trust to comply) with all applicable requirements of the
1940 Act and other applicable laws, rules, regulations, orders and code of
ethics, as well as all investment restrictions, policies and procedures
adopted by the Trust of which ALPS has knowledge (it being
understood that ALPS is deemed to have knowledge of all investment
restrictions, policies or procedures set out in the Trust’s public filings
or otherwise provided to ALPS). Except as set out in this
Agreement, ALPS assumes no responsibility for such compliance by the
Trust. ALPS shall maintain at all times a program reasonably
designed to prevent violations of the federal securities laws (as defined
in Rule 38a-1 under the 0000 Xxx) with respect to the services provided,
and shall provide to the Trust a certification to such effect no less than
quarterly or as otherwise reasonably requested by the
Trust. ALPS shall make available its compliance personnel and
shall provide at its own expense summaries and other relevant materials
relating to such program as reasonably requested by the
Trust.
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12.
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Representations and
Warranties of ALPS. ALPS represents and warrants to the
Trust that:
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(a)
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It
is duly organized and existing as a corporation and in good standing under
the laws of the State of Colorado.
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(b)
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It
is empowered under applicable laws and by its Articles of Incorporation
and By-laws to enter into and perform this
Agreement.
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(c)
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All
requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
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(d)
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It
has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement in accordance with industry
standards.
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13.
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Representations and
Warranties of the Trust. The Trust represents and
warrants to ALPS that:
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(a)
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It
is a trust duly organized and existing and in good standing under the laws
of the state of Massachusetts and is registered with the SEC as an
open-end management investment
company.
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(b)
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It
is empowered under applicable laws and by its Declaration of Trust and
By-laws to enter into and perform this
Agreement.
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(c)
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The
Board of Trustees of the Trust has duly authorized it to enter into and
perform this Agreement.
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(d)
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Notwithstanding
anything in this Agreement to the contrary, the Trust agrees not to make
any modifications to its registration statement or adopt any policies
which would affect materially the obligations or responsibilities of ALPS
hereunder without the prior written approval of ALPS, which approval shall
not be unreasonably withheld or delayed except that no approval shall be
required for the Trust to make any modifications to its registration
statement required in order to reasonably comply with the 1933 Act, 1940
Act or any other applicable laws, rules,
regulations.
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14.
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Consultation Between
the Parties. ALPS and the Trust shall regularly consult
with each other regarding ALPS’ performance of its obligations under this
Agreement. In connection therewith, the Trust shall submit to
ALPS at a reasonable time in advance of filing with the SEC reasonably
final copies of any amended or supplemented registration statement
(including exhibits) under the 1933 Act and the 1940 Act; provided,
however, that nothing contained in this Agreement shall in any way limit
the Trust’s right to file at any time such amendments to any registration
statement and/or supplements to any prospectus or statement of additional
information, of whatever character, as the Trust may deem advisable, such
right being in all respects absolute and
unconditional.
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15.
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Anti-Money
Laundering. ALPS agrees to maintain an anti-money
laundering program in compliance with Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) and all
applicable laws and regulations promulgated thereunder. ALPS confirms
that, as soon as possible, following the request from the Trust, ALPS will
supply the Trust with copies of ALPS’ anti-money laundering policy and
procedures, and such other relevant certifications and representations
regarding such policy and procedures as the Trust may reasonably request
from time to time.
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16.
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Identity Theft
Program. ALPS represents that its affiliate, ALPS Fund
Services, Inc., has created and maintains an identity theft program in
compliance with the rules and regulations promulgated by the Federal Trade
Commission, federal bank regulatory agencies, and the National Credit
Union Administration that have been issued in order to implement section
114 of the Fair and Accurate Credit Transactions Act of 2003 (such rules
and regulations are known as the “Red Flag Rules”). The Trust
acknowledges that is has received a copy of ALPS Fund Services, Inc.’s
Identity Theft Prevention Program (effective November 1, 2008) (the
“Policy”). ALPS confirms that, as soon as reasonably
practicable, it will provide relevant certifications and representations
regarding the Policy as the Trust may reasonably request from time to
time.
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17.
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Business Interruption
Plan. ALPS shall maintain in effect a business
interruption plan, and enter into any agreements necessary with
appropriate parties making reasonable provisions for emergency use of
electronic data processing equipment customary in the
industry. In the event of equipment failures, ALPS shall, at no
additional expense to the Trust, take commercially reasonable steps to
minimize service interruptions.
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18. Duration and Termination of
this Agreement.
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(a)
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Initial
Term. This Agreement shall become effective as of the
date first written above (the “Start Date”) and shall continue thereafter
throughout the period that ends two (2) years after the Start Date (the
“Initial Term”).
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(b)
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Renewal
Term. If not sooner terminated, this Agreement shall
renew at the end of the Initial Term and shall thereafter continue for
successive annual periods, provided such continuance is specifically
approved at least annually (i) by the Trust’s Board of Trustees or (ii) by
a vote of a majority of the outstanding voting securities of the relevant
Portfolio of the Trust, provided that in either event the continuance is
also approved by the majority of the Trustees of the Trust who are not
interested persons (as defined in the 0000 Xxx) of any party to this
Agreement by vote cast in person at a meeting called for the purpose of
voting on such approval.
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(c)
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This
Agreement is terminable without penalty on sixty (60) days’ written notice
by the Trust’s Board of Trustees, by vote of the holders of a majority of
the outstanding voting securities of the relevant Portfolio of the Trust,
or by ALPS.
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(d)
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Deliveries Upon
Termination. Upon termination of this Agreement, ALPS
agrees to cooperate in the orderly transfer of distribution duties and
shall deliver to the Trust or as otherwise directed by the Trust (at the
expense of the Trust which expense shall be reasonably agreed upon in good
faith by the Trust and ALPS) all records and other documents made or
accumulated in the performance of its duties for the Trust
hereunder. In the event ALPS gives notice of termination
under this Agreement, it will continue to provide the services
contemplated hereunder after such termination at the contractual rate for
up to 150 days, provided that the Trust uses all reasonable commercial
efforts to appoint such replacement on a timely
basis.
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19.
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Assignment. This
Agreement will automatically terminate in the event of its assignment (as
defined in the 1940 Act). This Agreement shall not be
assignable by a party without the prior written consent of the other
party.
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20.
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21.
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Names. The
obligations of the Trust entered into in the name or on behalf thereof by
any director, shareholder, representative or agent thereof are made not
individually, but in such capacities, and are not binding upon any of the
directors, shareholders, representatives or agents of the Trust
personally, but bind only the property of the Trust, and all persons
dealing with the Trust must look solely to the property of the Trust for
the enforcement of any claims against the
Trust.
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22.
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Amendments to this
Agreement. This Agreement may only be amended by the
parties in writing.
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23.
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Notices. All
notices and other communications hereunder shall be in writing, shall be
deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is
given):
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To
ALPS:
ALPS
Distributors, Inc.
0000
Xxxxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxxxxx 00000
Attn: General
Counsel
Fax: (000)
000-0000
To the
Trust:
0 Xxxx
Xxxxx, Xxxxx Xxxxx
Xxxxxxxx,
XX 00000
Attn: Xxxxx Xxxxxxx
Fax:
(000) 000-0000
With a
copy to:
Xxxx
Xxxxx LLP
0000
Xxxxxxx Xxxxxx
Xxxxxxxxxx
XX 00000
Attn:
Xxxx Xxxxxx
Fax: (000)
000-0000
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24.
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Counterparts. This
Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same
instrument.
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25.
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Entire
Agreement. This Agreement embodies the entire agreement
and understanding among the parties and supersedes all prior agreements
and understandings relating to the subject matter hereof; provided,
however, that ALPS may embody in one or more separate documents its
agreement, if any, with respect to delegated duties and oral
instructions.
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26. Limitation of
Liability. ALPS is expressly put on notice of the
limitation of liability as set forth in the Trust’s Declaration of Trust
and agrees that the obligations assumed by the Trust pursuant to this
Agreement shall be limited in any case to the Trust and its assets and
ALPS shall not seek satisfaction of any such obligation from the
shareholders of the Trust, the Trustees, officers, employees or agents of
the Trust, or any of them.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
By:
Name:
Title:
ALPS
DISTRIBUTORS, INC.
By:
Name:
Title
APPENDIX
A
LIST OF
PORTFOLIOS
WesMark
Small Company Growth Fund
WesMark
Growth Fund
WesMark
Balanced Fund
WesMark
Government Bond Fund
WesMark
West Virginia Municipal Bond Fund
APPENDIX
B
SERVICES
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·
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Act
as legal underwriter/distributor.
|
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·
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Prepare,
update, execute and maintain broker/dealer selling
agreements.
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·
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Review/file
all marketing materials (including Internet sites) with
FINRA.
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