DISTRIBUTION AGREEMENT
BETWEEN
GOLD BANK FUNDS
AND
GOLD CAPITAL MANAGEMENT, INC.
THIS AGREEMENT, made and entered into as of the 31st day of December, 2001,
by and between Gold Bank Funds, a Delaware business trust (hereinafter referred
to as the "Trust") and Gold Capital Management, Inc. a Kansas corporation
(hereinafter referred to as the "Distributor").
1. Subject to the provisions of the Trust's Agreement and Declaration of
Trust and By-laws, copies of which have been delivered to and are acknowledged
by the Distributor, the Board of Trustees of the Trust hereby appoints the firm
of Gold Capital Management, Inc. as the principal underwriter and national
distributor of the shares of the various series of the Trust, except for shares
which the Trust may elect pursuant to authority of its Board of Trustees to
issue direct to registered owners, which shall include by definition but not by
limitation shares of beneficial interest issued by virtue of reinvestment of
dividends, or as the result of a splitting of shares, or as the result of the
Trust, or any series of the Trust, merging or consolidating with another
organization, or in return for acquisition of assets, or as the result of shares
issued in connection with a contractual plan for which the Trust or any of its
series, are the underlying investment, or for the purpose of complying with the
registration laws of a particular state or jurisdiction.
2. The Trust agrees to prepare and file registration statements with the
U.S. Securities and Exchange Commission and to make any filings with the
securities departments of the various states and other jurisdictions in which
the shares may be offered, and do such other things and to take such other
actions as may be mutually agreed upon by and between the parties as shall be
reasonably necessary in order to effect the registration and the sale of the
Trust's shares.
3. The Distributor represents that it is duly registered as a broker-dealer
with the SEC and in all 50 states and is a member in good standing of the
National Association of Securities Dealers, Inc., and agrees to maintain such
registrations and memberships throughout the term of this Agreement, and further
agrees to promptly notify the Trust if any such registration or memberships are
terminated, or if any state or regulatory body institutes proceedings that might
affect such registrations or memberships.
4. The Distributor agrees to place its full facilities at the disposal of
the Trust and to assist and cooperate fully with respect to the registration and
qualification of the Trust's shares, as well as perform all functions required
in connection with any offering including, but not limited to, the creation and
preparation of literature, advertising, and any other promotional material for
the purpose of selling the Trust's shares.
5. The Distributor will act as agent of the Trust and not as principal in
the solicitation and sale of the shares of the Trust unless expressly agreed to
in writing by the Principal Underwriter and the Trust.
6. Normally, the Trust shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Distributor agrees that solicitations shall be in a form
acceptable to the Trust and shall be subject to such terms and conditions as may
be prescribed from time to time by the Trust, the Registration Statement, the
Prospectus, the Agreement and Declaration of Trust, and By-laws of the Trust,
and shall not violate any provision of the laws of the United States or of any
other jurisdiction to which solicitations are subject, or violate any rule or
regulation promulgated by any lawfully constituted authority to which the Trust
or the Distributor may be subject.
7. The Trust agrees to issue new shares direct to the registered owner
pursuant to this Agreement and according to instructions from the Distributor,
subject to the offering price or net asset value, as appropriate, of such shares
next effective after acceptance of the order by the Trust. The Trust hereby
authorizes the Distributor to sell the Trust's shares in accordance with the
following schedule of prices:
The applicable price will be the net asset value per share next effective
after receipt and acceptance by the Trust of a proper offer to purchase,
determined in accordance with the Agreement and Declaration of Trust,
By-laws, Registration Statement and relevant Prospectus of the Trust.
8. The Distributor agrees that it will not take either a short or long
position with respect to shares of the Trust; that it will not place orders for
more shares than are required to fill the requests received by it as agent of
the Trust; and that it will expeditiously transmit all such orders to the Trust.
9. The Distributor is authorized to receive and administer any Rule 12b-1
payments from the series of the Trust, and agrees to seek and negotiate various
selling and servicing agreements to facilitate sales of the shares of the series
of the Trust. The Distributor may retain all or part of such Rule 12b-1 fees as
compensation for the services provided under this Agreement.
10. The Trust agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of the
Trust and will not accept any such application if submitted by or through anyone
other than the Distributor, unless the Distributor shall first have agreed in
writing to such authorization.
11. This Agreement shall become effective on the date first above written
provided it is approved by the Board of Trustees of the Trust, including by the
vote of a majority of the Trustees who are not parties to the Agreement or
interested persons of such party, cast in person, at a meeting called for the
purpose of voting on such approval, and shall continue in effect through the
30th day of December, 2003, and thereafter shall continue automatically for
successive annual periods ending December 31, provided that such continuance is
specifically approved at least annually by the Board of Trustees or by vote of a
majority of the outstanding voting securities of the affected series of the
Trust and provided further that any renewal of this Agreement shall be approved
by the vote of a majority of the Trustees who are not parties to the Agreement
or interested persons of any such party, cast in person, at a meeting called for
the purpose of voting on such approval.
12. This Agreement (i) may be terminated as to the Trust or any series
thereof, without the payment of any penalty, either by vote of the Board of
Trustees of the Trust or, as to any series of the Trust, by vote of a majority
of the outstanding voting securities of such series, on sixty (60) days' written
notice to the Distributor; (ii) may be terminated without penalty by the
Distributor on sixty (60) days' written notice to the Trust; and (iii) shall
immediately terminate in the event of its assignment.
13. Nothing contained in this Agreement shall be deemed to protect the
Distributor against any liability to the Trust or to its security holders to
which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties
hereunder, or by reason of its reckless disregard of its obligations and duties
hereunder.
14. The terms "assignment," "majority of the outstanding voting
securities," and "interested person" used in this Agreement shall have the same
meanings as provided in the 1940 Act.
Gold Bank Funds
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
ATTEST:
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
Secretary
[SEAL]
Gold Capital Management, Inc.
By:/s/Xxxxxxx X. Xxxxxx
-------------------------------------
ATTEST:
/s/ Xxxxxx X. Xxxxxx
----------------------------------
[SEAL]
