DISTRIBUTION AGREEMENT
AGREEMENT made this 31st day of May, 1997 between American Pension
Investors Trust ("Trust"), a business trust organized and existing under the
laws of the Commonwealth of Massachusetts, and Yorktown Distributors, Inc.
("Distributors"), a corporation organized and existing under the laws of the
State of Maryland.
WHEREAS, Distributors is a broker-dealer registered with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, the Trust is an open-end diversified management investment
company registered with the Securities and Exchange Commission under the
Investment Company Act of 1940 ("1940 Act"); and
WHEREAS, the Trust operates as a "series company" as contemplated by Rule
18f-2 under the 1940 Act and is authorized to issue shares of beneficial
interest in various investment series representing interests in separate
portfolios of securities and other assets; and
WHEREAS, the Trust proposes to offer for public sale two new distinct
series of shares of beneficial interest each corresponding to a distinct
portfolio in two separate series: Multiple Index Trust and Treasuries Trust
(such series and their successor series being herein referred to as the
"Funds"); and
WHEREAS, the Trust desires Distributors to act as distributor, on an
agency basis, in offering the shares of the Funds for sale to the public and
Distributors desires to so act;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants set forth herein and for other good and valuable consideration,
receipt of which is acknowledged, the Trust and Distributors mutually agree that
Distributors will provide distribution services for the Trust as follows:
1. The Trust hereby appoints Distributors and Distributors hereby accepts
the appointment as the exclusive distributor of Fund shares issued by the Trust
on an agency basis.
2. Distributors agrees to use its best efforts to promote, offer for sale
and sell the shares of the Funds to the public on a continuous basis whenever
and wherever it is legally authorized to do so. In so doing, Distributors shall
conduct its affairs in accordance with the Conduct Rules of the NASD.
3. The price at which the shares of the Funds may be sold to the public
shall be the net asset value per share as determined in accordance with the
provisions of the 1940 Act plus the applicable initial sales charge, if any,
computed as set forth in the Trust's Registration Statement.
4. Distributors is authorized to enter into dealer agreements for the sale
of Fund shares with registered broker-dealers who are members of NASD.
Distributors may also distribute Fund shares directly through its own registered
representatives. In either event, Distributors shall be responsible for the
payment of any and all fees or commissions to such broker-dealers or
representatives.
5. As compensation for its activities under this Agreement, Distributors
shall retain the initial sales charge, if any, on purchases of shares of the
Funds as set forth in the Trust's Registration Statement.
6. Distributors shall be responsible for all costs and expenses incurred
in its distribution of Fund shares. The Funds shall pay for such items as proxy
solicitations and the printing and distribution of prospectuses and reports to
existing shareholders.
7. The shall not issue certificates representing Fund shares unless
requested by a shareholder. If such request is transmitted through Distributors,
the Trust will cause certificates evidencing the shares owned to be issued in
the names and denominations as Distributors shall from time to time direct.
8. Nothing herein shall prevent the Trust from issuing directly, without
payment of any sales charge to Distributors, Fund shares as a dividend or
distribution to its shareholders or in a reorganization.
9. The terms and provisions of this Agreement shall be modified
automatically to conform with the requirements imposed by the 1940 Act and by
the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder.
10. This Agreement shall take effect upon its execution. Thereafter, this
Agreement shall continue in effect, unless sooner terminated as hereinafter
provided, for one year periods so long as its continuance is approved by the
Board of Trustees including the vote of a majority of the 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 in accordance
with the procedures and requirements of the 1940 Act.
11. This Agreement shall automatically terminate in the event of its
assignment, as defined in the 1940 Act.
12. Either party hereto shall have the right to terminate this Agreement
without payment of a penalty upon sixty days' written notice to the other party,
which notice may be waived by such other party; termination by the Trust shall
be effected by vote of a majority of the Trustees including a majority of the
Trustees who are not parties to this Agreement or interested persons of any such
party.
13. Distributors shall be deemed to be an independent contractor and shall
be free to render to others similar or dissimilar services as those rendered
under this Agreement.
14. In connection with its duties under this Agreement, Distributors may
rely conclusively and act without further investigation upon any list,
instruction, certification, authorization, or other instrument or paper believed
by it in good faith to be genuine and unaltered, and to have been signed or
executed by any duly authorized person or persons, or upon the instruction of
any officer of the Trust, or upon advice of counsel for the Trust. Distributors
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shall not incur liability to the Trust or any third party and shall be
indemnified and held harmless by the Trust from and against all taxes (except
for such taxes as may be assessed against it in its corporate capacity arising
out of its compensation hereunder), charges, expenses, assessments, losses,
claims and liabilities including counsel fees) incurred or assessed against it
in connection with the good faith performance of this Agreement, except as such
may arise from (a) its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or (b) expenses incurred pursuant to this
Agreement.
15. The Trustees of the Trust and the shareholders of a Fund shall not be
liable for any obligations of the Fund or the Trust under this Agreement, and
Distributors agree that, in asserting any rights of claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund in
settlement of such right or claim, and not to such Trustees or shareholders.
16. Absent law or regulation to the contrary, neither this Agreement nor
any transaction entered into pursuant hereto, shall be invalidated or in any way
affected by the fact that Trustees, officers or stockholders of the Trust are or
may be interested persons of Distributors as directors, officers or stockholders
or otherwise; or that directors, officers or stockholders of Distributors are
may be interested persons of the Trust as Trustees, officers, shareholders, or
otherwise.
17. Any notice under this Agreement shall be in writing and shall be
addressed and delivered, or mailed, postage prepaid, to the other party's
principal place of business, or to such other address as shall have been
previously specified by written notice given to the other party.
18. This Agreement is executed and delivered in the Commonwealth of
Virginia and shall be governed by the laws of Virginia and the 0000 Xxx.
19. This writing constitutes the entire Distribution Agreement between the
parties and no conditions or warranties shall be implied herefrom unless
expressly set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day first above written.
YORKTOWN DISTRIBUTORS, INC.
Attest:
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
By:
AMERICAN PENSION INVESTORS TRUST
Attest:
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
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