DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of _____,
2000, by and among Everest Series Funds Trust., a Delaware business trust (the
"Trust"), Everest Funds Management, LLC, a Delaware limited liability company
(the "Advisor") and Quasar Distributors, LLC, a Delaware limited liability
company ("Distributor").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company, and
is authorized to issue shares ("Shares") in separate series with each such
series representing interests in a separate portfolio of securities and other
assets;
WHEREAS, the Advisor is duly registered under the Investment Advisers
Act of 1940, as amended, and any applicable state securities laws, as an
investment advisor;
WHEREAS, the Trust desires to retain the Distributor as principal
underwriter in connection with the offering and sale of the Shares of each
series listed on Schedule A (as amended from time to time) (the "Funds") to this
Agreement;
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 National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, this Agreement has been approved by a vote of the Trust's
Board of Trustees ("Board") and its disinterested trustees in conformity with
Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for
the Trust on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
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 its agent for the sale and
distribution of Shares of the Funds, subject to the terms and for the period set
forth in this Agreement. The Distributor hereby accepts such appointment and
agrees to act hereunder.
2. SERVICES, DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR.
(a) The Distributor agrees to sell Shares of the Funds on a best efforts basis
as agent for the Trust during the term of this Agreement, upon the terms and at
the current offering price (plus sales charge, if any) described in the
Prospectus. As used in this Agreement, the term "Prospectus" shall mean the
current prospectus, including the statement of additional information, as
amended or supplemented, relating to the Funds and including the currently
effective registration statement or post-effective amendment thereto (the
"Registration Statement") of the Trust under the Securities Act of 1933 (the
"1933 Act") and the 0000 Xxx.
(b) During the continuous public offering of Shares of the Funds, the
Distributor will hold itself available to receive orders for the purchase of
Shares of the Funds and will accept such orders on behalf of the Trust. Such
purchase orders shall be deemed effective at the time and in the manner set
forth in the Prospectus.
(c) The Distributor, with the operational assistance of the Trust's transfer
agent, shall make Shares available for sale and redemption through the National
Securities Clearing Trust's Fund/SERV System.
(d) In connection with all matters relating to this Agreement, the Distributor
agrees to act in conformity with the Trust's Declaration of Trust and By-Laws
and with the instructions of the Board and to comply with the requirements of
the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the NASD and all
other applicable federal or state laws and regulations. The Distributor
acknowledges and agrees that it is not authorized to provide any information or
make any representations other than as contained in the Prospectus and any sales
literature specifically approved by the Trust and the Distributor.
(e) The Distributor agrees to cooperate with the Trust in the development of all
proposed advertisements and sales literature relating to the Funds. The
Distributor agrees to review all proposed advertisements and sales literature
for compliance with applicable laws and regulations, and, if requested by the
Trust, shall file with appropriate regulators those advertisements and sales
literature it believes are in compliance with such laws and regulations. The
Distributor agrees to furnish to the Trust any comments provided by regulators
with respect to such materials and to use its best efforts to obtain the
approval of the regulators to such materials.
(f) The Distributor at its sole discretion may repurchase Shares offered for
sale by shareholders of the Funds. Repurchase of Shares by the Distributor shall
be at the price determined in accordance with, and in the manner set forth in,
the current Prospectus. At the end of each business day, the Distributor shall
notify, by any appropriate means, the Trust and its transfer agent of the orders
for repurchase of Shares received by the Distributor since the last report, the
amount to be paid for such Shares, and the identity of the shareholders offering
Shares for repurchase. The Trust reserves the right to suspend such repurchase
right upon written notice to the Distributor. The Distributor further agrees to
act as agent for the Trust to receive and transmit promptly to the Trust's
transfer agent shareholder requests for redemption of Shares.
(g) The Distributor may, in its discretion, enter into agreements with such
qualified broker-dealers as it or the Trust, may select, in order that such
broker-dealers also may sell Shares of the Funds. The form of any dealer
agreement shall be mutually agreed upon and approved by the Trust and the
Distributor. The Distributor may pay a portion of any applicable sales charge,
or allow a discount, to a selling broker-dealer, as described in the Prospectus
or, if not described, as agreed upon with the broker-dealer. The Distributor
shall include in the forms of agreement with selling broker-dealers a provision
for the forfeiture by them of their sales charge or discount with respect to
Shares sold by them and redeemed, repurchased or tendered for redemption within
seven business days after the date of confirmation of such purchases.
(h) The Distributor shall devote its best efforts to effect sales of Shares of
the Funds but shall not be obligated to sell any certain number of Shares.
(i) The Distributor shall prepare reports for the Board regarding its activities
under this Agreement as from time to time shall be reasonably requested by the
Board, including regarding use of 12b-1 payments, if any.
(j) The services furnished by the Distributor hereunder are not to be deemed
exclusive and the Distributor shall be free to furnish similar services to
others so long as its services under this Agreement are not impaired thereby.
The Trust recognizes that from time to time officers and employees of the
Distributor may serve as trustees, officers and employees of other entities
(including 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.
3. DUTIES AND REPRESENTATIONS OF THE TRUST.
(a) The Trust represents that it is duly organized and in good standing under
the law of its jurisdiction of incorporation and registered as an open-end
management investment Trust under the 1940 Act. The Trust agrees that it will
act in material conformity with its Articles of Incorporation, By-Laws, its
Registration Statement as may be amended from time to time and resolutions and
other instructions of its Board. The Trust agrees to comply in all material
respects with the 1933 Act, the 1940 Act, and all other applicable federal and
state laws and regulations. The Trust represents and warrants that this
Agreement has been duly authorized by all necessary action by the Trust under
the 1940 Act, state law and the Trust's Articles of Incorporation and By-Laws.
(b) The Trust shall take or cause to be taken all necessary action to register
Shares of the Funds under the 1933 Act and to maintain an effective Registration
Statement for such Shares in order to permit the sale of Shares as herein
contemplated. The Trust authorizes the Distributor to use the Prospectus, in the
form furnished to the Distributor from time to time, in connection with the sale
of Shares.
(c) The Trust represents and agrees that all Shares to be sold by it, including
those offered under this Agreement, are validly authorized and, when issued in
accordance with the description in the Prospectus, will be fully paid and
nonassessable. The Trust shall have the right to suspend the sale of Shares of
any Fund at any time in response to conditions in the securities markets or
otherwise, and to suspend the redemption of Shares of any Fund at any time
permitted by the 1940 Act or the rules of the Securities and Exchange Commission
("SEC"). The Trust shall advise the Distributor promptly of any such
determination.
(d) The Trust agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff
relating to the Funds, including requests by the SEC for amendments to the
Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the
effectiveness of the Registration Statement 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 Prospectus or which requires the making of a change in
such Prospectus in order to make the statements therein not misleading;
and
(iv) of all actions taken by the SEC with respect to any amendments to any
Registration Statement or Prospectus, which may from time to time be filed with
the SEC.
(e) The Trust shall file such reports and other documents as may be required
under applicable federal and state laws and regulations. The Trust shall notify
the Distributor in writing of the states in which the Shares may be sold and
shall notify the Distributor in writing of any changes to such information.
(f) The Trust agrees to file from time to time such amendments to its
Registration Statement and Prospectus as may be necessary in order that its
Registration Statement and Prospectus will not contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
(g) The Trust shall fully cooperate in the efforts of the Distributor to sell
and arrange for the sale of Shares and shall make available to the Distributor a
statement of each computation of net asset value. In addition, the Trust shall
keep the Distributor fully informed of its affairs and shall provide to the
Distributor from time to time copies of all information, financial statements,
and other papers that the Distributor may reasonably request for use in
connection with the distribution of Shares, including, without limitation,
certified copies of any financial statements prepared for the Trust by its
independent public accountants and such reasonable number of copies of the most
current Prospectus, statement of additional information and annual and interim
reports to shareholders as the Distributor may request. The Trust shall forward
a copy of any SEC filings, including the Registration Statement, to the
Distributor within one business day of any such filings. 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.
(h) The Trust represents and warrants that its Registration Statement and any
advertisements and sales literature of the Trust (excluding statements relating
to the Distributor and the services it provides that are based upon written
information furnished by the Distributor expressly for inclusion therein) shall
not contain any untrue statement of material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that all statements or information furnished to the
Distributor pursuant to this Agreement shall be true and correct in all material
respects.
4. COMPENSATION.
As compensation for the services performed and the expenses assumed by
Distributor under this Agreement including, but not limited to, any commissions
paid for sales of Shares, Distributor shall be entitled to the fees and expenses
set forth in Schedule B to this Agreement which are payable promptly after the
last day of each month. Such fees shall be paid to Distributor by the Trust
pursuant to its Rule 12b-1 plan or, if Rule 12b-1 payments are not sufficient to
pay such fees and expenses, or if the Rule 12b-1 plan is discontinued, or if
there is no Rule 12b-1 plan, or if the Fund's sponsor, the Advisor, otherwise
determines that Rule 12b-1 fees shall not, in whole or in part, be used to pay
Distributor, the Advisor shall be responsible for the payment of the amount of
such fees not covered by Rule 12b-1 payments.
5. EXPENSES.
(a) The Trust shall bear all costs and expenses in connection with registration
of the Shares with the SEC and related compliance with state securities laws, as
well as all costs and expenses in connection with the offering of the Shares and
communications with shareholders of its Funds, including but not limited to (i)
fees and disbursements of its counsel and independent public accountants; (ii)
costs and expenses of the preparation, filing, printing and mailing of
Registration Statements and Prospectuses and amendments thereto, as well as
related advertising and sales literature, (iii) costs and expenses of the
preparation, printing and mailing of annual and interim reports, proxy materials
and other communications to shareholders of the Funds; and (iv) fees required in
connection with the offer and sale of Shares in such jurisdictions as shall be
selected by the Trust pursuant to Section 3(e) hereof.
(b) The Distributor shall bear the expenses of registration or qualification of
the Distributor as a dealer or broker under federal or state laws and the
expenses of continuing such registration or qualification. The Distributor does
not assume responsibility for any expenses not expressly assumed hereunder.
6. INDEMNIFICATION.
(a) The Trust shall indemnify, defend and hold the Distributor, and each of its
present or former members, officers, employees, representatives and any person
who controls or previously controlled the Distributor within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any and all
losses, claims, demands, liabilities, damages and expenses (including the costs
of investigating or defending any alleged losses, claims, demands, liabilities,
damages or expenses and any reasonable counsel fee incurred in connection
therewith) which the Distributor, each of its present and former members,
officers, employees or 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, 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, as from time to
time amended or supplemented, or in any annual or interim report to
shareholders, or in any advertisement or sales literature, 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 the
Distributor and any of the foregoing indemnitees shall not be deemed to cover
any losses, claims, demands, liabilities, damages or expenses arising out of any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, Prospectus, annual or interim report, or any
such advertisement or sales literature in reliance upon and in conformity with
information relating to the Distributor and furnished to the Trust or its
counsel by the Distributor in writing and acknowledging the purpose of its use
for the purpose of, and used in, the preparation thereof. The Trust's agreement
to indemnify the Distributor, and any of the foregoing indemnitees, as the case
may be, with respect to any action, is expressly conditioned upon the Trust
being notified of such action brought against the Distributor, or any of the
foregoing indemnitees, within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon the Distributor, or such person, unless the failure to give notice
does not prejudice the Trust. Such notification shall be given by letter or by
telegram addressed to the Trust's President, but the failure so to 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 alleged untrue, statement or omission, or alleged
omission, otherwise than on account of the Trust's indemnity agreement
contained in this Section 6(a).
(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, the indemnified defendant or defendants in such suit
shall bear the fees and expenses of any additional counsel retained by them. 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 Corproation or, if under prevailing law or legal codes of ethics,
the same counsel cannot effectively represent the interests of both the Trust
and the Distributor, and each of its present or former members, officers,
employees, representatives or any controlling person, 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 Sections 6(a) and 6(b) shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Distributor, and each of its present or former
trustees, officers, employees, representatives or any controlling person, 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 its present or former members, officers, employees or
representatives or to the benefit of any controlling persons and their
successors. The Trust agrees promptly to notify the 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.
(c) The Trust shall advance attorney's fees and other expenses incurred by any
person in defending any claim, demand, action or suit which is the subject of a
claim for indemnification pursuant to this Section 6 to the maximum extent
permissible under applicable law.
(d) The 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, free and harmless from and against any and all losses, claims,
demands, liabilities, damages and expenses (including the costs of investigation
or defending any alleged losses, claims, demands, liabilities, damages or
expenses, and any reasonable counsel fee incurred in connection therewith) 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, 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 arising out of or based upon 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, written information
relating to the Distributor and furnished to the Trust or its counsel by the
Distributor for the purpose of, and used in, the preparation thereof. The
Distributor's agreement to indemnify the Trust, and any of the foregoing
indemnitees, is expressly conditioned upon the Distributor's being notified of
any action brought against the Trust, and any of the foregoing indemnitees, such
notification to be given by letter or telegram addressed to the Distributor's
President, within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon the Trust or such person unless the failure to give notice does not
prejudice the Distributor, but the failure so to notify the Distributor of any
such action shall not relieve the Distributor from any liability which the
Distributor may have to the person against whom such action is brought by
reason of any such untrue, or alleged untrue, statement or omission, otherwise
than on account of the Distributor's indemnity agreement contained in this
Section 6(d).
(e) 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, the indemnified
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by them. 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, if under
prevailing law or legal codes of ethics, the same counsel cannot effectively
represent the interests of both the Trust and the Distributor, and each of its
present or former members, officers, employees, representatives or any
controlling person, 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 Sections 6(d) and (e) shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Trust, and each of its present or former trustees, officers, employees,
representatives or any controlling person, 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 its present
or former trustees, officers, employees or representatives or to the benefit of
any controlling persons and their successors. The Distributor agrees promptly to
notify the Trust of the commencement of any litigation or proceedings against
the Distributor or any of its officers or trustees in connection with the issue
and sale of any of the Shares.
(f) No person shall be obligated to provide indemnification under this Section 6
if such indemnification would be impermissible under the 1940 Act, the 1993 Act,
the 1934 Act or the rules of the NASD; PROVIDED, HOWEVER, in such event
indemnification shall be provided under this Section 6 to the maximum extent so
permissible and contribution shall be provided to the maximum extent so
permissible.
7. OBLIGATIONS OF TRUST.
This Agreement is executed by and on behalf of the Trust and the
obligations of the Trust hereunder are not binding upon any of the trustees,
officers or shareholders of the Trust individually but are binding only upon the
Trust and with respect to the Funds to which such obligations pertain.
8. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but all of which counterparts
shall together constitute but one and the same instrument.
9. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin, without regard to conflicts of law principles. 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 SEC thereunder.
10. DURATION AND TERMINATION.
(a) 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 for two years from the date hereof.
Thereafter, if not terminated, this Agreement shall continue automatically in
effect as to each Fund for successive one-year periods, provided such
continuance is specifically approved at least annually by (i) the Trust's Board
or (ii) the vote of a "majority 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 who are not "interested persons" of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
(b) Notwithstanding the foregoing, this Agreement may be terminated, without the
payment of any penalty, with respect to a particular Fund (i) through a failure
to renew this Agreement at the end of a term, (ii) upon mutual consent of the
parties, or (iii) upon no less than 60 days' written notice, by either the Trust
through a vote of a majority of the members of the Board who are not "interested
persons" of the Trust and have no direct or indirect financial interest in the
operation of this Agreement or by vote of a "majority of the outstanding voting
securities" of a Fund, or by the Distributor. 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. If required under the 1940 Act, any such amendment must be approved by
the Trust's Board, including a majority of the Trust's Board who are not
"interested persons" of any party to this Agreement, by vote cast in person
at a meeting for the purpose of voting on such amendment. In the event that such
amendment affects the Advisor, the written instrument shall also be signed by
the Advisor. This Agreement will automatically terminate in the event of its
assignment.
11. CONFIDENTIALITY.
The Distributor agrees on behalf of its employees to treat all records
relative to the Trust and prior, present or potential shareholders of the Trust
as confidential, and not to use such records for any purpose other than
performance of the Distributor's responsibilities and duties under this
Agreement, except after notification and prior approval by the Trust, which
approval shall not be unreasonably withheld, and may not be withheld 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. 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 shall not be subject to this paragraph.
12. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. 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. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person," and "assignment" shall have the same meaning as such terms
have in the 1940 Act.
13. NOTICE.
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service or 3 days after sent by registered or certified
mail, postage prepaid, return receipt requested or on the date sent and
confirmed received by facsimile transmission to the other parties' respective
addresses set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Notice to the Trust shall be sent to: Notice to the Advisor shall be sent to:
Everest Series Funds Trust Everest Funds Management, LLC
0000 X. 00xx Xxxxxx 0000 X. 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000 Xxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx Attn: Xxxxx Xxxxx
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated as of the day and year first above
written.
EVEREST FUNDS MANAGEMENT, LLC QUASAR DISTRIBUTORS, LLC
By: ________________________ By: __________________________
Title: _____________________ Title: _______________________
EVEREST SERIES FUNDS TRUST
By: ________________________
Title: _____________________
