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Exhibit 6(a)(2)
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
AGREEMENT made this 27th day of June, 1994, as amended and restated on
September 27, 1995, between Summit Investment Trust (the "Trust"), a
Massachusetts business trust having its principal place of business at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx, 00000, and BISYS Fund Services Limited
Partnership (formerly The Winsbury Company Limited Partnership)
("Distributor"), having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx, 00000.
WHEREAS, the Trust is an open-end management investment company,
organized as a Massachusetts business trust and registered with the Securities
and Exchange Commission (the "Commission") under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, it is intended that Distributor act as the distributor of the
units of beneficial interest of each of the investment portfolios of the Trust
identified in Schedule A hereto as such Schedule may be amended from time to
time (such portfolios being referred to individually as a "Fund" and
collectively as the "Funds"); and
WHEREAS, pursuant to the Agreement and Declaration of Trust dated
March 8, 1994, each Fund may be divided into separate classes of units of
beneficial interests (such unites being referred to as "Shares") identified on
Schedule A hereto as such Schedule may be amended from time to time.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS DISTRIBUTOR.
1.1 Distributor will act as agent for the distribution of the Shares
covered by the registration statement and prospectus of the Trust then in
effect under the Securities Act of 1933, as amended (the "Securities Act"). As
used in this Agreement, the term "registration statement" shall mean Parts A
(the prospectus), B (the Statement of Additional Information) and C of each
registration statement that is filed on Form N-1A, or any successor thereto,
with the Commission, together with any amendments thereto. The term
"prospectus" shall mean each form of prospectus and Statement of Additional
Information used by the Funds for delivery to shareholders and prospective
shareholders after the effective dates of the above referenced registration
statements, together with any amendments and supplements thereto.
1.2 Distributor agrees to use appropriate efforts to solicit orders
for the sale of the Shares and will undertake such advertising and promotion as
it believes reasonable in connection with such solicitation. The Trust
understands that Distributor is now and may in the future be the distributor of
the shares of several investment companies or series (together, "Companies")
including Companies having investment objectives similar to those of the Trust.
The Trust further understands
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that investors and potential investors in the Trust may invest in shares of
such other Companies. The Trust agrees that Distributor's duties to such
Companies shall not be deemed in conflict with its duties to the Trust under
this paragraph 1.2.
Distributor shall, at its own expense, finance appropriate activities
which it deems reasonable which are primarily intended to result in the sale of
the Shares, including, but not limited to, advertising, the compensation of
underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current shareholders, and the printing and mailing
of sales literature.
1.3 In its capacity as distributor of the Shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all rules and regulations promulgated by the Commission thereunder and all
rules and regulations adopted by any securities association registered under
the Securities Exchange Act of 1934.
1.4 Distributor will provide one or more persons, during normal
business hours, to respond to telephone questions with respect to the Trust.
1.5 Distributor will transmit any orders received by it for purchase
or redemption of the Shares to the transfer agent and custodian for the Funds.
1.6 Whenever in their judgement such action is warranted by unusual
market, economic or political conditions, or by abnormal circumstances of any
kind, the Trust's officers may decline to accept any orders for, or make any
sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.
1.7 Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.
1.8 The Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification
of the Shares for sale in such states as Distributor may designate.
1.9 The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent
what they purport to show or represent. The Trust shall also furnish
Distributor upon request with: (a) unaudited semi-annual statements of the
Funds' books and accounts prepared by the Trust, (b) a monthly itemized list of
the securities in the Funds, (c) monthly balance sheets as soon as practicable
after the end of each month, and (d) from time to time such additional
information regarding the financial condition of the Funds as Distributor may
reasonably request.
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1.10 The Trust represents to Distributor that, with respect to the
Shares, all registration statements and prospectuses filed by the Trust with
the Commission under the Securities Act have been carefully prepared in
conformity with requirements of said Act and rules and regulations of the
Commission thereunder. The registration statement and prospectus contain all
statements required to be stated therein in conformity with said Act and the
rules and regulations of said Commission and all statements of fact contained
in any such registration statement and prospectus are true and correct.
Furthermore, neither any registration statement nor any prospectus includes an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
to a purchaser of the Shares. The Trust may, but shall not be obligated to,
propose from time to time such amendment or amendments to any registration
statement and such supplement or supplements to any prospectus as, in the light
of future developments, may, in the opinion of the Trust's counsel, be
necessary or advisable. If the Trust shall not propose such amendment or
amendments and/or supplement or supplements within fifteen days after receipts
by the Trust of a written request from Distributor to do so, Distributor may,
at its option, terminate this Agreement. The Trust shall not file any
amendment to any registration statement or supplement to any prospectus without
giving Distributor reasonable notice thereof in advance; 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, of whatever character, as the Trust may deem
advisable, such right being in all respect absolutes and unconditional.
1.11 The Trust authorizes Distributor and dealers to use any
prospectus in the form furnished from time to time in connection with the sale
of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its
several partners and employees, and any person who controls Distributor within
the meaning of Section 15 of the Securities Act free and harmless from and
against any and all liabilities and expenses (including the cost of
investigating or defending claims, demands or liabilities and any counsel fees
incurred in connection therewith) which Distributor, its partners and
employees, or any such controlling person, may incur under the Securities Act
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 any
registration statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be state in
either any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading. Provided, however, that the
Trust's agreement to indemnify Distributor, its partners or employees, and any
such controlling person shall not be deemed to cover any liabilities or
expenses arising out of any statements or representations as are contained in
any prospectus and in such financial and other statements as are furnished in
writing to the Trust by Distributor and used in the answers to the registration
statement or in the corresponding statements made in the prospectus, or arising
out of or based upon any omission or alleged omission to state a material fact
in connection with the giving of such information required to be stated in such
answers or necessary to make the answers not misleading; and further provided
that the Trust's agreement to indemnify Distributor and the Trust's
representations and warranties hereinbefore set forth in paragraph 1.10 shall
not be deemed to cover any liability to the Trust or its shareholders to which
Distributor would otherwise be subject by reason of willful misfeasance, bad
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faith or gross negligence in the performance of its duties, or by reason of
Distributor's reckless disregard of its obligations and duties under this
Agreement. The Trust's agreement to indemnify Distributor, its partners and
employees and any such controlling person, as aforesaid, is expressly
conditioned upon the Trust being notified of any action brought against
Distributor, its partners or employees, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Trust at its
principal office in Columbus, Ohio and sent to the Trust by the person against
whom such action is brought, within 10 days after the summons or other first
legal process shall have been served. The failure to so 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 allegedly untrue, statement or omission, or alleged omission,
otherwise than on account of the Trust's indemnity agreement contained in this
paragraph 1.11. The Trust will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or lability, but, in such case, such
defense shall be conducted by counsel of good standing chosen by the Trust and
approved by Distributor, which approval shall not be unreasonably withheld. In
the event the Trust elects to assume the defense of any such suit and retain
counsel of good standing approved by Distributor, the defendant or defendants
in such suit shall bear the fees and expenses of any additional counsel
retained by any of them; but in case the Trust does not elect to assume the
defense of any such suit, or in case Distributor reasonably does not approve of
counsel chosen by the Trust, the Trust will reimburse Distributor, its partners
and employees, or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any counsel retained by
Distributor or them. The Trust's indemnification agreement contained in this
paragraph 1.11 and the Trust's representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of Distributor, its partners and employees,
or any controlling person, and shall survive the delivery of any Shares.
The indemnity provision will insure exclusively to Distributor's
benefit, to the benefit of its several partners and employees, and their
respective estates, and to the benefit of the controlling persons and their
successors. The Trust agrees promptly to notify 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 Shares.
1.12 Distributor agrees to indemnify, defend and hold the Trust, its
several officers and Trustees and any person who controls the Trust within the
meaning of Section 15 of the Securities Act free and harmless from and against
any all liabilities and expenses (including the costs of investigating or
defending such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which the Trust, its officers or Trustees or any such
controlling person, may incur under the Securities Act or under common law or
otherwise, but only to the extent that such liability or expense incurred by
the Trust, its officers or Trustees or such controlling person resulting from
such claims or demands, shall arise out of or be based upon any untrue, or
alleged untrue, statement of a material fact contained in information furnished
in writing by Distributor to the Trust and used in the answers to any of the
items of the registration statement or in the corresponding statements made in
the prospectus, or shall arise out of or be based upon any omission, or alleged
omission, to state a material fact in connection with such information
furnished in writing by
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Distributor to the Trust required to be stated in such answers or necessary to
make such information not misleading. Distributor's agreement to indemnify the
Trust, its officers and Trustees, and any such controlling person, as
aforesaid, is expressly conditioned upon Distributor being notified of any
action brought against the Trust, its officers or Trustees, or any such
controlling person, such notification to be given by letter or telegram
addressed to Distributor at its principal office in Columbus, Ohio, and sent to
Distributor by the person against whom such action is brought, within 10 days
after the summons or other first legal process shall have been served.
Distributor shall have the right of first control of the defense of such
action, with counsel of its own choosing, satisfactory to the Trust, if such
action is based solely upon such alleged misstatement or omission on
Distributor's part, and in any other event the Trust, its officers or Trustees
or such controlling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The failure to so
notify Distributor of any such action shall not relieve Distributor from any
liability which Distributor may have to the Trust, its officers or Trustees, or
to such controlling person by reason of any such untrue or alleged untrue
statement, or omission or alleged omission, otherwise than on account of
Distributor's indemnity agreement contained in this paragraph 1.12.
1.13 No Shares shall be offered by either Distributor or the Trust
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current prospectus as required by Section
10(b)(2) of said Act is not on file with the commission; provided, however,
that nothing contained in this paragraph 1.13 shall in any way restrict or have
an application to or bearing upon the Trust's obligation to repurchase Shares
from any Shareholder in accordance with the provisions of the Trust's
prospectus, Agreement and Declaration of Trust, or Bylaws.
1.14 The Trust agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor or its counsel:
(a) of any request by the Commission for amendments to the
registration statement or prospectus then in effect or for
additional information;
(b) in the event of the issuance by the Commission of any stops order
suspending the effectiveness of the registration statement or
prospectus then in effect or the initiation by service of process
on the Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a
material fact made in the registration statement or prospectus
then in effect or which requires the making of a change in such
registration statement or prospectus in order to make the
statements therein not misleading; and
(d) of all action of the Commission with respect to any amendment to
any registration statement or prospectus which may from time to
time be filed with the Commission.
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For purposes of this section, informal requests by or acts of the
Staff of the Commission shall not be deemed actions of or requests by the
Commission.
1.15 Distributor agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and its prior, present
or potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except, after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where
Distributor may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
1.16 This Agreement shall be governed by the laws of the Commonwealth
of Massachusetts.
2. FEES.
2.1 The Distributor shall receive from the Funds and classes
identified on Schedule B hereto (the "Distribution Plan Funds") a distribution
fee at the rate and upon the terms and conditions set forth in the Distribution
and Shareholder Services Plans attached as Schedules C-1 and C-2 hereto, and as
amended from time to time. The distribution fee shall be accrued daily and
shall be paid on the first business day of each month, or at such time(s) as
the Distributor shall reasonably request.
3. SALE AND PAYMENT
One or more classes of Shares may be subject to a sales load and
may be subject to the imposition of a distribution fee pursuant to the
Distribution and Service Plans referred to above. To the extent that Shares of
a Fund are sold at an offering price which includes a sales load or that Shares
of one or more classes of a Fund are sold at such an offering price, such
Shares shall hereinafter be referred to collectively as "Load Shares" and
individually as a "Load Share." A Fund that contains Load Shares shall
hereinafter be referred to collectively as "Load Funds" and individually as a
"Load Fund." Under this Agreement, the following provisions shall apply with
respect to the sale of, and payment for, Load Shares of the Load Funds
identified in Schedule D attached hereto.
3.1 Distributor shall have the right, as principal, to purchase Load
Shares at their net asset value and to sell such Load Shares to the public
against orders therefor at the applicable public offering price, as defined in
Section 4 hereof. Distributor shall also have the right, as principal, to sell
Load Shares to dealers against orders therefor at the public offering price
less a concession determined by Distributor, which concession shall not exceed
the amount of the sales charge or underwriting discount, if any, referred to in
Section 4 below.
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3.2 Prior to the time of delivery of any Load Shares by a Load Fund
to, or on the order of, Distributor, Distributor shall pay or cause to be paid
to the Load Fund or to its order an amount in Boston or New York clearing house
funds equal to the applicable net asset value of such Shares. The Distributor
may retain so much of any sales charge or underwriting discount as is not
allowed by the Distributor as a concession to dealers.
4. PUBLIC OFFERING PRICE.
The public offering price of a Load Share shall be the net asset
value of such Load Share, plus any applicable sales charge, all as set forth in
the current prospectus of the Load Fund. The net asset value of Shares shall be
determined in accordance with the provisions of the Agreement and Declaration
of Trust and Bylaws of the Trust and the then current prospectus of the Load
Fund.
5. ISSUANCE OF SHARES.
The Trust reserves the right to issue, transfer or sell Load Shares
at net asset value, (a) in connection with the merger or consolidation of the
Trust or the Load Fund(s) with any other investment company or the acquisition
by the Trust or the Load Fund(s) of all or substantially all of the assets or
of the outstanding Shares of any other investment company; (b) in connection
with a pro rata distribution directly to the holders of Shares in the nature of
a stock dividend or split; (c) upon the exercise of subscription rights granted
to the holders of Shares on a pro rata basis; (d) in connection with the
issuance of Load Shares pursuant to any exchange and reinvestment privileges
described in any then current prospectus of the Load Fund; and (e) otherwise in
accordance with any then current prospectus of the Load Fund.
6. TERM, DURATION AND TERMINATION.
This Agreement shall become effective with respect to each Fund
listed on Schedule A hereof as of the date first written above (or, if a
particular Fund is not in existence on the date, on the date an amendment to
Schedule A to this Agreement relating to that Fund is executed) and, unless
sooner terminated as provided herein, shall continue until May 31, 1995.
Thereafter, if not terminated, this Agreement shall continue with respect to a
particular Fund automatically for successive one-year terms, provided that such
continuance is specifically approved at least annually by (a) by the vote of a
majority of those members of the Trust's Board of Trustees who are not parties
to this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval and (b) by the
Trustees or the vote of a majority of the outstanding voting securities of such
Fund. This Agreement is terminable without penalty, on not less than sixty-days
prior written notice, by the Trustees, by vote of a majority of the outstanding
voting securities of the Trust or by the Distributor. This Agreement will also
terminate automatically in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities",
"interested persons" and "assignment" shall have the same meanings as ascribed
to such terms in the 1940 Act.)
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7. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
The names "Summit Investment Trust" and "Trustees of Summit
Investment Trust" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting form time to time under an
Agreement and Declaration of Trust dated as of March 8, 1994, to which
reference is hereby made and a copy of which is on file at the office of the
Secretary of the Commonwealth of Massachusetts and elsewhere as required by
law, and to any and all amendments thereto so filed or hereafter filed. The
obligations of "Summit Investment Trust" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind
only the assets of the Trust, and all persons dealing with any series of shares
of the Trust must look solely to the assets of the Trust belonging to such
series for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
written above.
SUMMIT INVESTMENT TRUST BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ R. Xxxxxxxxxxx Xxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------- ----------------------------
R. Xxxxxxxxxxx Xxxx Xxxxxxx X. Xxxxxx
Title: PRESIDENT Title: EXECUTIVE VICE PRESIDENT
---------------------- -------------------------
Date: Date:
---------------------- -------------------------
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Dated: As of June 27, 1994, as amended
and restated on September 27, 1995
Schedule A
to the
Amended and Restated Distribution Agreement
between Summit Investment Trust and
BISYS Fund Services Limited Partnership
NAME OF FUND NAME OF CLASSES
---------------------------- ---------------------------------
Summit High Yield Fund Summit High Yield Shares Class
Summit High Yield Institutional
Service Shares Class
SUMMIT INVESTMENT TRUST
By: /s/ R. XXXXXXXXXXX XXXX
----------------------------
Name: R. XXXXXXXXXXX XXXX
--------------------------
Title: PRESIDENT
-------------------------
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner,
By: /s/ XXXXXXX X. XXXXXX
----------------------------
Name: XXXXXXX X. XXXXXX
--------------------------
Title: EXECUTIVE VICE PRESIDENT
-------------------------
A-1
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Dated: As of June 27, 1994, as amended
and restated on September 27, 1995
Schedule B
to the
Amended and Restated Distribution Agreement
between Summit Investment Trust and
BISYS Fund Services Limited Partnership
NAME OF FUND
------------------------------------
Summit High Yield Fund
Summit High Yield Shares Class
Summit High Yield Institutional
Service Shares Class
SUMMIT INVESTMENT TRUST
By: /s/ R. XXXXXXXXXXX XXXX
----------------------------
Name: R. XXXXXXXXXXX XXXX
--------------------------
Title: PRESIDENT
-------------------------
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner,
By: /s/ XXXXXXX X. XXXXXX
----------------------------
Name: XXXXXXX X. XXXXXX
--------------------------
Title: EXECUTIVE VICE PRESIDENT
-------------------------
B-1
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Dated: As of June 27, 1994, as amended
and restated on September 27, 1995
Schedule C-1
to the Amended and Restate Distribution Agreement between
Summit Investment Trust and BISYS Fund Services Limited Partnership
DISTRIBUTION AND SHAREHOLDER SERVICE PLAN
This Plan (the "Plan") constitutes the distribution and shareholder service
plan of Summit Investment Trust, a Massachusetts business trust (the "Trust"),
adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). The Plan relates to those investment portfolios ("Funds")
identified on Schedule B of the Trust's Distribution Agreement, as amended from
time to time (the "Distribution Plan Funds"), and to the Summit High Yield
Shares Class.
SECTION 1. Subject to the limitations on the payment of asset-based sales
charges set forth in Article III, section 26 of the National Association of
Securities Dealers' Rules of Fair Practice, each Distribution Plan Fund shall
pay to BISYS Fund Services Limited Partnership, the distributor (the
"Distributor") of the Trust's units of beneficial interest, a fee (the
"Distribution Fee") in an amount not to exceed on an annual basis .25% of the
average daily net asset value of the shares of the summit High Yield Shares
Class (the "Class") for: (a) payments the Distributor makes to banks and other
institutions and broker/dealers (a "Participating Organization") for
distribution assistance and/or shareholder service on behalf of the Class
pursuant to an agreement between the Distributor and the Participating
Organization; or (b) reimbursement of expenses incurred by a Participating
Organization pursuant to an agreement in connection with distribution
assistance and/or shareholder service including, but not limited to, the
reimbursement of expenses relating to printing and distributing prospectuses to
persons other than shareholders of a Distribution Plan Fund, printing and
distributing advertising and sales literature and reports to shareholders used
in connection with the sale of Shares, and personnel and communication
equipment used in servicing shareholder accounts and prospective shareholder
inquiries. For purposes of the Plan, a Participating Organization may include
the Distributor or any of its affiliates or subsidiaries.
SECTION 2. The Distribution Fee shall be paid by the Distribution Plan Funds to
the Distributor only to compensate or to reimburse the Distributor for payments
or expenses incurred pursuant to Section 1.
SECTION 3. The Plan shall not take effect with respect to a Distribution Plan
Fund or the Class until it has been approved by a vote of at least a majority
of the outstanding voting securities of such Fund or Class.
C-1
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SECTION 4. The Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the 1940 Act
of the rules and regulations thereunder) of both (a) the Trustees of the Trust,
and (b) the Independent Trustees of the Trust, cast in person at a meeting
called for the purpose of voting on the Plan or such agreements.
SECTION 5. The Plan shall continue in effect for a period of more than one year
after the date of its execution or adoption only so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in Section 4.
SECTION 6. Any person authorized to direct the disposition of money paid or
payable by the Distribution Plan Funds pursuant to the Plan, or any related
agreement, shall provide to the Trustees of the Trust, and the Trustees shall
review, at least quarterly, a written report of the amounts so expended and the
purposes of which such expenditures were made.
SECTION 7. The Plan may be terminated at any time by vote of a majority of the
Independent Trustees, or by vote of a majority of the Class's outstanding
voting securities.
SECTION 8. All agreements with any person relating to implementation of the
Plan shall be in writing, and any agreement related to the Plan shall provide:
(a) That such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Independent Trustees
or by vote of a majority of the outstanding voting securities of
the Class, on not more than 60 days' written notice to any other
party to the agreement; and
(b) That such agreement shall terminate automatically in the event of
its assignment.
SECTION 9. The Plan may not be amended to increase materially the amount of
distribution expenses permitted pursuant to Section 1 hereof without approval
in the manner provided in Section 3 hereof, and all material amendments to the
Plan shall be approved in the manner provided for approval of the Plan in
Section 4.
SECTION 10. As used in the Plan, (a) the term "Independent Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of the Plan or
any agreements related to it, and (b) the terms "assignment," "interested
person" and "majority of the outstanding voting securities" shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
C-2
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Dated: As of September 27, 1995
Schedule C-2
Amended and Restate Distribution Agreement
between Summit Investment Trust and
BISYS Fund Services Limited Partnership
DISTRIBUTION AND SHAREHOLDER SERVICE PLAN
This Plan (the "Plan") constitutes the distribution and shareholder service
plan of Summit Investment Trust, a Massachusetts business trust (the "Trust"),
adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). The Plan relates to those investment portfolios ("Funds")
identified on Schedule B of the Trust's Distribution Agreement, as amended from
time to time (the "Distribution Plan Funds"), and to the Summit High Yield
Institutional Service Shares Class.
SECTION 1. Subject to the limitations on the payment of asset-based sales
charges set forth in Article III, section 26 of the National Association of
Securities Dealers' Rules of Fair Practice, each Distribution Plan Fund shall
pay to BISYS Fund Services Limited Partnership, the distributor (the
"Distributor") of the Trust's units of beneficial interest, a fee (the
"Distribution Fee") in an amount not to exceed on an annual basis .25% of the
average daily net asset value of the shares of the summit High Yield Shares
Class (the "Class") for: (a) payments the Distributor makes to banks and other
institutions and broker/dealers (a "Participating Organization") for
distribution assistance and/or shareholder service on behalf of the Class
pursuant to an agreement between the Distributor and the Participating
Organization; or (b) reimbursement of expenses incurred by a Participating
Organization pursuant to an agreement in connection with distribution
assistance and/or shareholder service including, but not limited to, the
reimbursement of expenses relating to printing and distributing prospectuses to
persons other than shareholders of a Distribution Plan Fund, printing and
distributing advertising and sales literature and reports to shareholders used
in connection with the sale of Shares, and personnel and communication
equipment used in servicing shareholder accounts and prospective shareholder
inquiries. For purposes of the Plan, a Participating Organization may include
the Distributor or any of its affiliates or subsidiaries.
SECTION 2. The Distribution Fee shall be paid by the Distribution Plan Funds to
the Distributor only to compensate or to reimburse the Distributor for payments
or expenses incurred pursuant to Section 1.
SECTION 3. The Plan shall not take effect with respect to a Distribution Plan
Fund or the Class until it has been approved by a vote of at least a majority
of the outstanding voting securities of such Fund or Class.
C-3
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SECTION 4. The Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b) of the 1940 Act
of the rules and regulations thereunder) of both (a) the Trustees of the Trust,
and (b) the Independent Trustees of the Trust, cast in person at a meeting
called for the purpose of voting on the Plan or such agreements.
SECTION 5. The Plan shall continue in effect for a period of more than one year
after the date of its execution or adoption only so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in Section 4.
SECTION 6. Any person authorized to direct the disposition of money paid or
payable by the Distribution Plan Funds pursuant to the Plan, or any related
agreement, shall provide to the Trustees of the Trust, and the Trustees shall
review, at least quarterly, a written report of the amounts so expended and the
purposes of which such expenditures were made.
SECTION 7. The Plan may be terminated at any time by vote of a majority of the
Independent Trustees, or by vote of a majority of the Class's outstanding
voting securities.
SECTION 8. All agreements with any person relating to implementation of the
Plan shall be in writing, and any agreement related to the Plan shall provide:
(a) That such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Independent Trustees
or by vote of a majority of the outstanding voting securities of
the Class, on not more than 60 days' written notice to any other
party to the agreement; and
(b) That such agreement shall terminate automatically in the event of
its assignment.
SECTION 9. The Plan may not be amended to increase materially the amount of
distribution expenses permitted pursuant to Section 1 hereof without approval
in the manner provided in Section 3 hereof, and all material amendments to the
Plan shall be approved in the manner provided for approval of the Plan in
Section 4.
SECTION 10. As used in the Plan, (a) the term "Independent Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of the Plan or
any agreements related to it, and (b) the terms "assignment," "interested
person" and "majority of the outstanding voting securities" shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
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