FORM OF DISTRIBUTION AGREEMENT
Exhibit
28(e)
LOAD
FUNDS
FORM
OF DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of
this ___ day of _______, 2010, by and between The SteelPath MLP Funds Trust, a
Delaware statutory trust (the “Trust”), and UMB Distribution Services, LLC, a
Wisconsin limited liability company (the "Distributor").
WHEREAS, the Trust is an
open-end investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act") and is authorized to issue shares of beneficial
interests in separate series with each such series representing interests in a
separate portfolio of securities and other assets;
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 Financial Industry Regulatory
Authority, Inc. (“FINRA”) and is properly registered and qualified as a
broker-dealer under all applicable state and local laws; and
WHEREAS, the Trust and
Distributor desire to enter into an agreement pursuant to which Distributor
shall be the distributor of the shares of the Trust representing the investment
portfolios described on Schedule A hereto and any additional shares and/or
investment portfolios the Trust and Distributor may agree upon and include on
Schedule A as such Schedule may be amended from time to time (such shares and
any additional shares are referred to as the “Shares” and such investment
portfolios and any additional investment portfolios are individually referred to
as a "Fund" and collectively the "Funds").
NOW, THEREFORE, in
consideration of the mutual promises and agreements 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 the
Distributor.
The Trust hereby appoints the
Distributor as agent for the distribution of the Shares, on the terms and for
the period set forth in this Agreement. Distributor hereby accepts
such appointment as agent for the distribution of the Shares on the terms and
for the period set forth in this Agreement.
2. Services and Duties of the
Distributor.
2.1 Distributor
will act as agent for the distribution of Shares in accordance with the
instructions of the Trust’s Board of Trustees and the registration statement and
prospectuses then in effect with respect to the Funds under the Securities Act
of 1933, as amended (the "1933 Act").
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2.2 Distributor
may incur expenses for appropriate distribution activities which it deems
reasonable which are primarily intended to result in the sale of Shares,
including, but not limited to, advertising, the printing and mailing of
prospectuses to other than current shareholders, and the printing and mailing of
sales literature. At the direction of the Trust, Distributor may
enter into servicing and/or selling agreements with qualified broker/dealers and
other persons with respect to the offering of Shares to the public, and if it so
chooses Distributor will act as principal. The Distributor shall not be
obligated to incur any specific expenses nor sell any certain number of Shares
of any Fund.
2.3 All
Shares of the Funds offered for sale by Distributor shall be offered for sale to
the public at a price per share (the "offering price") provided in the Funds'
then current prospectus. The Distributor shall have no liability for
the payment of the purchase price of the Shares sold pursuant to this Agreement
or with respect to redemptions or repurchases of Shares. The price the Funds
shall receive for any Shares purchased by investors shall be the net asset value
used in determining the public offering price applicable to the sale of such
Shares, as calculated in the manner set forth in the Funds’ Registration
Statement (as hereinafter defined). The Distributor may reallocate
any portion of any front-end sales charge that is imposed on such sales to
selected dealers as set forth in the prospectus, subject to applicable FINRA
rules. Any portion of the front-end sales charge that is not so
reallocated, as well as any back-end or deferred sales charge or load, shall be
retained by the Distributor as a commission for its services
hereunder. Notwithstanding anything herein to the contrary,
Distributor shall not be required to finance the payment to any dealer or other
organization of any sales charges or fees.
2.4 If
any shares sold by the Funds are redeemed or repurchased by the Funds, or by
Distributor as agent, or are tendered for redemption, within seven business days
after the date of confirmation of the original purchase of said Shares,
Distributor shall forfeit the amount above the net asset value received by
Distributor in respect of such Shares, provided that the portion, if any, of
such amount re-allowed, by Distributor to broker/dealers or other persons shall
be repayable to the Funds only to the extent recovered by Distributor from the
broker/dealer or other person concerned. Distributor shall include in
the forms of agreement with such broker/dealers and other persons a
corresponding provision for the forfeiture by them of their concession with
respect to Shares sold by them or their principals and redeemed or repurchased
by the Funds or by Distributor as agent (or tendered for redemption) within
seven business days after the date of confirmation of such initial
purchases.
2.5 Distributor
shall act as distributor of the Shares in compliance in all material respects
with all applicable laws, rules and regulations, including, without limitation,
all rules and regulations made or adopted pursuant to the 1940 Act, by the
Securities and Exchange Commission (the "Commission") and FINRA.
2.6 Distributor
shall not utilize any materials in connection with the sales or offering of
Shares except the Trust’s prospectus and statement of additional information and
such other materials as the Trust shall provide or approve. The
Distributor agrees to provide compliance review of all sales literature and
marketing materials prepared for use by or on behalf of the Trust in advance of
the use of such materials. The Trust agrees to incorporate such
changes to such materials as the Distributor shall request. The
Distributor will file the materials as may be required with FINRA, the
Commission or state securities commissioners. 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. All advertising and sales literature related to the
Trust shall be delivered to the Distributor for review prior to use with
sufficient time to permit the Distributor to review the material and to file
with FINRA if necessary. The Trust and the Distributor shall mutually
agree upon a reasonable turnaround time for such review.
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2.7 Registered
Representatives.
(i) Distributor shall have as a
registered representative such employees of the Trust’s affiliated entities, as
the parties mutually shall agree (“Dual Representatives”). Distributor may
terminate the registration with Distributor of any such Dual Representative with
or without cause at any time, in its sole discretion. Each Dual
Representative shall be subject to and shall comply fully with such operating
and other policies and procedures as may be established from time to time by
Distributor and communicated to such Dual Representative (the “Procedures”) and
all applicable laws, rules and regulations. In no event and under no
circumstances shall any Dual Representative provide investment advice or make
any recommendations about any investment including an investment in the Funds
during the scope of such Dual Representative’s registration by Distributor
pursuant to this Agreement.
(ii) Distributor may designate the
principal office of one of Trust’s affiliated entities, as either a branch
office or an office of supervisory jurisdiction of Distributor.
(iii) Distributor shall not offer, and
Dual Representatives shall not be entitled to, any benefits otherwise available
to employees of Distributor and shall not be entitled to any compensation from
Distributor.
(iv) The Dual Representatives will be
instructed not to use any advertising or sales material relating to the Funds
unless and until such materials have been approved and authorized for use by
Distributor.
2.8 As
compensation for the services performed hereunder and the expenses incurred by
Distributor, the Distributor shall be entitled to the fees and be reimbursed the
expenses as provided in Exhibit B hereto.
3. Duties and Representations
of the Trust.
3.1 The
Trust represents that it is registered as an open-end management investment
company under the 1940 Act and that it has and will continue to act in
conformity with its Declaration of Trust, By-Laws, its registration statement as
may be amended from time to time and resolutions and other instructions of its
Board of Trustees and has and will continue to comply with all applicable laws,
rules and regulations including without limitation the 1933 Act, the 1934 Act,
the 1940 Act, the laws of the states in which shares of the Funds are offered
and sold, and the rules and regulations thereunder.
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3.2 The
Trust shall take or cause to be taken all necessary action to register and
maintain the registration of the Shares under the 1933 Act for sale as herein
contemplated and shall pay all costs and expenses in connection with the
registration of Shares under the 1933 Act, and be responsible for all expenses
in connection with maintaining facilities for the issue and transfer of Shares
and for supplying information, prices and other data to be furnished by the
Trust hereunder.
3.3 The
Trust shall execute any and all documents and furnish any and all information
and otherwise take all actions which may be reasonably necessary in the
discretion of the Trust’s officers in connection with the qualification of the
Shares for sale in such states as Distributor and the Trust may approve, shall
maintain the registration of a sufficient number or amount of shares thereunder,
and shall pay all costs and expenses in connection with such
qualification. The Trust shall notify the Distributor, or cause it to
be notified, of the states in which the Shares may be sold and shall notify the
Distributor of any change to the information.
3.4 The
Trust shall, at its expense, keep the Distributor fully informed with regard to
its affairs. In addition, the Trust shall furnish Distributor from time to time
such information, documents and reports with respect to the Trust and the Shares
as Distributor may reasonably request, and the Trust warrants that the
statements contained in any such information shall be true and correct and
fairly represent what they purport to represent.
3.5 The
Trust represents to Distributor that all registration statements and
prospectuses of the Trust filed or to be filed with the Commission under the
1933 Act with respect to the Shares have been and will be prepared in conformity
in all material respects with the requirements of the 1933 Act, the 1940 Act,
and the rules and regulations of the Commission thereunder. As used
in this Agreement the terms "registration statement" and "prospectus" shall mean
any registration statement and prospectus (together with the related statement
of additional information) at any time now or hereafter filed with the
Commission with respect to any of the Shares and any amendments and supplements
thereto which at any time shall have been or will be filed with said
Commission. The Trust represents and warrants to Distributor that any
registration statement and prospectus, when such registration statement becomes
effective, will, to the best of the Trust’s knowledge, contain all statements
required to be stated therein in conformity with the 1933 Act, the 1940 Act and
the rules and regulations of the Commission; that all information contained in
the registration statement and prospectus will be true and correct in all
material respects when such registration statement becomes effective; and that
neither the registration statement nor any prospectus when such registration
statement becomes effective will include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. The Trust agrees to file from time
to time such amendments, supplements, reports and other documents as may be
necessary or required in order to comply with the 1933 Act and the 1940 Act and
in order that there may be no untrue statement of a material fact in a
registration statement or prospectus, or necessary or required in order that
there may be no omission to state a material fact in the registration statement
or prospectus which omission would make the statements therein
misleading. The Trust shall promptly notify the Distributor if it
determines that it is necessary to amend or supplement the registration
statement. Notwithstanding anything to the contrary in this Section 3.5, the
Trust’s representations and warranties in this Section 3.5 are shall not apply
to any statement or omission in a registration statement, prospectus or any
other Trust document made in reliance upon or in conformity with information
relating to the Distributor and furnished to the Trust or its counsel by the
Distributor in writing for the purposes of, and used in the preparation of, such
registration statement, prospectus of Trust document.
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3.6 The
Trust shall provide the Distributor with reasonable advance notice (written or
oral) of any anticipated amendment to the registration statement or supplement
to any prospectus and, whenever reasonably practicable, a copy of any proposed
amendment or supplement prior to filing. The Distributor shall (i) promptly
provide the Trust with any proposed revisions to such anticipated amendment or
supplement in writing and (ii) shall notify the Trust as the Distributor sees
fit, of any other proposed revisions, questions or comments on the registration
statement, organizational documents or other documentation relating to the
Trust. The Trust shall reasonably cooperate with the Distributor to implement
reasonable and appropriate revisions and to otherwise address questions or
comments of the Distributor relating to Trust documentation. Nothing contained
in this Agreement shall in any way limit the Trust’s right or obligation to file
at any time any amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Trust may deem advisable, with
advice of its counsel, such right being in all respects absolute and
unconditional.
3.7 Whenever
in their judgment such action is warranted by market, economic or political
conditions, or by circumstances of any kind, the Trust may decline to accept any
orders for, or make any sales of, any Shares until such time as it deems it
advisable to accept such orders and to make such sales and the Trust shall
advise Distributor promptly of such determination.
3.8 The
Trust agrees to advise the Distributor promptly in writing:
(i) of
any correspondence or other communication by the Commission or its staff
relating to the Funds including requests by the Commission for amendments to the
registration statement or prospectuses;
(ii) in
the event of the issuance by the Commission of any stop order suspending the
effectiveness of the registration statement or prospectuses 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 registration statement or prospectuses or which requires the making
of a change in such registration statement or prospectuses in order to make the
statements therein not misleading; and
(iv) of
all actions taken by the Commission with respect to any amendments to any
registration statement or prospectus which may from time to time be filed with
the Commission.
4. Indemnification.
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4.1(a) The Trust
authorizes Distributor to use any prospectus or statement of additional
information, in the form furnished to Distributor from time to time, in
connection with the sale of Shares. The Trust shall indemnify, defend
and hold the Distributor, and each of its present or former directors, members,
officers, employees, representatives and any person who controls or previously
controlled the Distributor within the meaning of Section 15 of the 1933 Act
(“Distributor Indemnitees”), free and harmless (a) from and against any and all
losses, claims, demands, liabilities, damages, charges, payments, costs and
expenses (including the costs of investigating or defending any alleged losses,
claims, demands, liabilities, damages, charges, payments, costs or expenses and
any counsel fees incurred in connection therewith) of any and every nature
(“Losses”) which Distributor and each of the Distributor Indemnitees 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, an
annual or interim report to shareholders or sales literature, or any amendments
or supplements thereto, 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; provided, however, that
the Trust’s obligation to indemnify 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
therein in reliance upon and in conformity with information relating to the
Distributor and furnished to the Trust or its counsel by Distributor in writing
for the purpose of, and used in, the preparation thereof; (b) from and against
any and all Losses which Distributor and each of the Distributor Indemnitees may
incur in connection with this Agreement or the Distributor’s performance
hereunder, except to the extent the Losses result from the Distributor’s willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of its reckless disregard of its obligations and duties under this
Agreement. Promptly
after receipt by the Distributor of notice of the commencement of an
investigation, action, claim or proceeding, the Distributor shall, if a claim
for indemnification in respect thereof is to made under this section, notify the
Trust in writing of the commencement thereof, although the failure to do so
shall not prevent recovery by the Distributor or any Distributor
Indemnitee.
4.1(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 loss,
claim, demand, liability, damage or expense, 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 and notifies the Distributor of such election,
the indemnified defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by them subsequent to the receipt of
the Trust’s election. 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 in case there
is a conflict of interest between the Trust and the Distributor or any of the
Distributor Indemnitees, the Trust will reimburse the indemnified person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by Distributor and them. The Trust’s
indemnification agreement contained in this Section 4.1 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
the Distributor and each of the Distributor Indemnitees, 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 the Distributor Indemnitees and their estates and
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 of the
Shares.
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4.1(c) The Trust
acknowledges and agrees that in the event the Distributor, at the direction of
the Trust, is required to give indemnification to any entity selling Shares or
providing shareholder services to shareholders or others and such entity shall
make a claim for indemnification against the Distributor, the Distributor shall
make a similar claim for indemnification against the Trust and shall be entitled
to such indemnification.
4.2(a) 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
(“Trust Indemnitees”), free and harmless from and against any and all Losses
which the Trust, and 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, (a) 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 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, information relating to the Distributor
and furnished in writing to the Trust or its counsel by the Distributor for the
purpose of, and used in, the preparation thereof, or (b) to the extent any
Losses arise out of or result from the willful misfeasance, bad faith or negligence
in the performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement. Distributor's agreement
to indemnify the Trust and any of the Trust Indemnitees shall not be deemed to
cover any Losses to the extent they arise out of or result from the Trust’s
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of its reckless disregard of its obligations and duties, under this
Agreement. Promptly after receipt by the Trust of notice of the commencement of
an investigation, action, claim or proceeding, the Trust shall, if a claim for
indemnification in respect thereof is to made under this section, notify the
Distributor in writing of the commencement thereof, although the failure to do
so shall not prevent recovery by the Trust or any Trust Indemnitee.
4.2(b) 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 and notifies the Trust of
such election, the indemnified defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by them subsequent to
the receipt of the Distributor’s election. 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 in case there is a conflict of interest between the Distributor
and the Trust or any of the Trust Indemnitees, the Distributor will reimburse
the indemnified person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by the Trust and
them. The Distributor’s indemnification agreement contained in this
Section 4.2 and the Distributor’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 the Trust or any of the Trust Indemnitees,
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 the Trust Indemnitees and their estates and
successors. The Distributor agrees promptly to notify the Trust of the
commencement of any litigation or proceedings against the Distributor or any of
its current or former officers, directors, managers, members, agents or
affiliates in connection with the issue and sale of any of the
Shares.
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5. Offering of
Shares.
No Shares shall be offered by either
the Distributor or the Trust under any of the provisions of this Agreement and
no orders for the purchase or sale of such 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 1933 Act, or if and so long as the current prospectus as
required by Section 10 of the 1933 Act, as amended, is not on file with the
Commission; provided, however, that nothing contained in this Section 5 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 prospectus or Declaration of Trust.
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6.
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Limitation of
Liability
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6.1 The
Distributor shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Trust in connection with the performance of its
obligations and duties under this Agreement, except a loss resulting from the
Distributor’s willful misfeasance, bad faith or negligence in the performance of
such duties and obligations, or by reason of its reckless disregard
thereof. Furthermore, notwithstanding anything herein to the
contrary, the Distributor shall not be liable for any action taken or omitted to
be taken in accordance with instructions received by the Distributor from an
officer or representative of the Trust.
6.2 The
Distributor assumes no responsibility hereunder, and shall not be liable, for
any default, damage, loss of data, errors, delay or any other loss whatsoever
caused by events beyond its reasonable control. The Distributor will,
however, take all reasonable steps to minimize service interruptions for any
period that such interruption continues beyond its control.
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7.
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Term.
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7.1 This
Agreement shall become effective with respect to each Fund listed on Schedule 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 Schedule A to this Agreement relating to
that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect with respect to each Fund until
__________, 20__. Thereafter, if not terminated, this Agreement shall
continue automatically in effect as to each Fund for successive annual periods,
provided such continuance is specifically approved at least annually by (i) the
Trust’s Board of Trustees or (ii) the vote of a majority (as defined in the 1940
Act and Rule 18f-2 thereunder) 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 of Trustees 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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7.2 This
Agreement may be terminated without penalty with respect to a particular Fund
(1) through a failure to renew this Agreement at the end of a term, (2) upon
mutual consent of the parties, or (3) on no less than thirty (30) days' written
notice, by the Trust’s Board of Trustees, by vote of a majority (as defined with
respect to voting securities in the 1940 Act and Rule 18f-2 thereunder) of the
outstanding voting securities of a Fund, or by the Distributor (which notice may
be waived by the party entitled to such notice). 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. This Agreement will also terminate automatically in the event
of its assignment (as defined in the 1940 Act).
7.3 In the event
of termination of this Agreement, all reasonable expenses associated with
movement of records and materials and conversion thereof shall be borne by the
Funds. Notwithstanding anything herein to the contrary, upon the
termination of this Agreement as provided herein or the liquidation of a Fund or
the Trust, UMBDS shall deliver the records of the Trust to the Trust or its
successor distributor in a form that is consistent with UMBDS’ applicable
license agreements at the expense of the Trust, and thereafter the Trust or its
designee shall be solely responsible for preserving the records for the periods
required by all applicable laws, rules and regulations. In the event a Fund is
liquidated, the Distributor shall deliver the records of that Fund to the Trust.
The Distributor shall not reduce the level of service provided to the Trust
prior to termination following notice of termination by the
Trust.
8. Miscellaneous.
8.1 The services
of the Distributor rendered to the Funds are not deemed to be
exclusive. The Distributor may render such services and any other
services to others, including other investment companies. The Trust
recognizes that from time to time directors, officers, and employees of the
Distributor may serve as directors, trustees, officers and employees of other
entities (including other 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.
8.2 Distributor
agrees on behalf of itself and its employees to treat confidentially and as
proprietary information relating to the Trust and its activities, the Trustees,
Fund shareholders and the Trust’s other service providers acquired in the course
of negotiating and performing this Agreement, and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, and not to disclose such information except 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. In case of any requests or demands
for inspection of the records of the Funds, the Distributor will promptly notify
the Trust. Records and information which have become known to the public through
no wrongful act of the Distributor or any of its employees, agents or
representatives, and information which was already in the possession of the
Distributor prior to receipt thereof, shall not be subject to this
paragraph.
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8.3 This
Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of
laws. 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 Commission
thereunder. 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. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the
parties.
8.4 Any notice
required or to be permitted to be given by either party to the other shall be in
writing and shall be deemed to have been given when sent by registered or
certified mail, postage prepaid, return receipt requested, as
follows: Notice to the Distributor shall be sent to UMB Distribution
Services, LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, XX, 00000,
Attention: Xxxxxx X. Xxxxxxx, and notice to the Trust shall be sent to The
SteelPath MLP Funds Trust, 0000 XxXxxxxx Xxx, Xxxxx 0000; Xxxxxx, Xxxxx 00000;
Attention: ______________.
8.5 This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original agreement but such counterparts shall together
constitute but one and the same instrument.
8.6 The
captions of this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise effect their
construction or effect.
8.7 This
Agreement is executed by the Trust with respect to each of the Funds and the
obligations hereunder are not binding on any of the trustees, officers or
shareholders of the Trust individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such Fund. All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assts of one Fund shall not be liable for the obligations of
another Fund.
8.8 Upon
reasonable request of the Trust, the Distributor shall grant the Trust’s duly
authorized officers (including the Trust’s Chief Compliance Officer), investment
adviser, agents and independent registered public accounting firm access, during
normal business hours, to the Distributor’s facilities, records and personnel to
the extent such facilities, records and personnel are used in connection with or
relate to the Distributor’s services to be provided hereunder, for the purposes
of: (i) conducting a due diligence review of the Distributor’ facilities,
recordkeeping and personnel; (ii) facilitating the preparation and audit, as
applicable, of the Funds’ financial statements; (iii) complying with any
regulatory requirements applicable to the Trust; and (iv) conducting compliance
review or audits in connection with the Chief Compliance Officer’s, Trust’s and
Board of Trustees’ obligations under Rule 38a-1 under the 1940 Act.
10
8.9 Upon
reasonable request, the Distributor will provide sub-certifications to the Trust
and/or its officers with respect to its services provided hereunder to support:
(i) the Trust’s compliance program and (ii) the certifications required of the
principal executive officer and principal financial officer of the Trust under
the Xxxxxxxx-Xxxxx Act of 2002 and implementing rules and
regulations.
8.10 The person signing below represents and warrants that
he/she is duly authorized to execute this Agreement on behalf of the
Funds.
8.11 The
Distributor shall not use the name of the Trust or any Fund (other than in
connection with performing its duties and obligations under this Agreement or in
a general listing of clients serviced by Distributor) in a manner not approved
by the Trust prior thereto in writing; provided, however, that the approval of
the Trust shall not be required for the use of the Trust’s name or the name of
any Fund in connection with performing its duties and obligations or exercising
its rights under this Agreement, or which is required by the Securities and
Exchange Commission or any state securities authority or an other appropriate
regulatory, governmental or judicial authority, provided, further, that in no
event shall such approval be unreasonable withheld or delayed and that the
Distributor and its affiliates may use Trust and Fund names pursuant to the
terms of other Agreements among them and the Trust.
[Signature
page to follow.]
11
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by a duly authorized
officer as of the day and year first above written.
THE STEELPATH MLP FUNDS
TRUST
(the “Trust”)
By:____________________________________________
Xxxxxxx
Xxxxxxx
President
UMB DISTRIBUTION SERVICES,
LLC
(the "Distributor")
By:
______________________________________
Xxxx X. Xxxxx
President
1
Schedule
A
to
the
Form
of Distribution Agreement
by
and between
The
SteelPath MLP Funds Trust
and
UMB
Distribution Services, LLC
Name of
Funds
|
SteelPath
MLP Select 40 Fund
|
|
SteelPath
MLP Alpha
Fund
|
|
SteelPath
MLP Income
Fund
|
2
Schedule
B
to
the
Form
of Distribution Agreement
by
and between
The
SteelPath MLP Funds Trust
and
UMB
Distribution Services, LLC
|
Annual
Asset-Based Fees (per portfolio)
|
1.00
basis points
|
|
|
Minimum
Annual Fee
|
||
|
n
|
First
fund
|
$15,000
|
|
n
|
Each
additional fund
|
$10,000
|
|
Advertising
Compliance
|
||
|
Review
and comment on advertising not prepared by
|
$100
per hour, plus filing fees
|
|
|
UMB’s
Financial Marketing Group
|
||
|
Selling
Agreement Review
|
||
|
Review
and comment on non-standard selling agreements
|
$150
per hour, plus filing fees
|
|
|
Employee
Licensing
|
||
|
n
|
Tier
1: Base fee
|
$200
per month, per person
|
|
Appropriate
when registered agents of the Adviser
|
||
|
respond
to unsolicited inquiries about the Fund(s)
|
||
|
n
|
Tier
2: Base fee
|
$400
per month, per person
|
|
Appropriate
for registered agents of the Adviser
|
||
|
who
are proactively marketing the Fund(s) to financial
intermediaries
|
||
|
Employee
licensing activities include establishing a system to supervise
operations; developing a procedure manual tailored to your requirements
(e.g., remote location, branch office or office of supervisory
jurisdiction); training your staff on compliance procedures; monthly
compliance review (e.g., email, presentations, marketing materials,
websites, correspondence, incoming mail, etc.); periodic on-site
examinations; and more.
|
||
|
CCO
Support Services
|
||
|
Annual
fee per fund family
|
$1,500
|
|
|
Fact
Sheets**
|
||
|
Design,
per fact sheet – includes first production
|
$1,000
|
|
|
Each
fact sheet production thereafter
|
$500
|
|
**Out-of-pockets
are separate, including printing
Out-of-Pocket
Expenses
Out-of-pocket
expenses include but are not limited to travel on behalf of the Adviser or
Fund(s), materials, filing fees, registration fees, and expenses, including but
not limited to attorney’s fees, incurred in connection with responding to and
complying with SEC or other regulatory investigations, inquiries or subpoenas,
excluding routine examinations of UMB in its capacity as a service provider to
the funds.
3
The
expenses of marketing, promoting and distributing a fund are in addition to the
fees above and include but are not limited to: the development and printing of
prospectuses, advertising, and direct mail pieces; public relations activities;
trade show attendance; call management and fulfillment; and fees paid to
broker/dealers.
*For UMB Distribution Services,
LLC, or Grand Distribution Services, LLC, as named distributor
Fees for
services not contemplated by this schedule will be negotiated on a case-by-case
basis.
4
