THE ROCKLAND FUNDS TRUST
DEALER'S AGREEMENT
AmeriPrime Financial Securities, Inc.
("Distributor") invites you, as a selected dealer, to
participate as principal in the distribution of shares
(the "Shares") of the mutual funds set forth on
Schedule A to this Agreement (the "Funds"), of which it
is the exclusive Distributor. Distributor agrees to
sell to you, subject to any limitations imposed by the
Funds, Shares issued by the Funds and to promptly
confirm each sale to you. All sales will be made
according to the following terms:
1. All offerings of any of the Shares by you
must be made at the public offering prices, and shall
be subject to the conditions of offering, set forth in
the then current Prospectus of the applicable Fund and
to the terms and conditions herein set forth, and you
agree to comply with all requirements applicable to you
of all applicable laws, including federal and state
securities laws, the rules and regulations of the
Securities and Exchange Commission, and the Rules of
Fair Practice of the National Association of Securities
Dealers, Inc. (the "NASD"), including Section 24 of the
Rules of Fair Practice of the NASD. You will not offer
the Shares for sale in any state or other jurisdiction
where they are not qualified for sale under the Blue
Sky Laws and regulations of such state or jurisdiction,
or where you are not qualified to act as a dealer.
Upon application to Distributor, Distributor will
inform you as to the states or other jurisdictions in
which Distributor believes the Shares may legally be
sold.
2. (a) You will receive a discount from the
public offering price ("concession") on all Shares
purchased by you from Distributor as indicated on
Schedule A, as it may be amended by Distributor from
time to time.
(b) In all transactions in open accounts in
which you are designated as Dealer of Record, you will
receive the concessions as set forth on Schedule A.
You hereby authorize Distributor to act as your agent
in connection with all transactions in open accounts in
which you are designated as Dealer of Record. All
designations as Dealer of Record, and all
authorizations of Distributor to act as your agent
pursuant thereto, shall cease upon the termination of
this Agreement or upon the investor's instructions to
transfer his open account to another Dealer of Record.
No dealer concessions will be allowed on purchases
generating less than $1.00 in dealer concessions.
(c) As the exclusive Distributor of the
Shares, Distributor reserves the privilege of revising
the discounts specified on Schedule A at any time by
written notice.
3. Concessions will be paid to you at the
address of your principal office, as indicated below in
your acceptance of this Agreement.
4. Distributor reserves the right to cancel this
Agreement at any time without notice if any Shares
shall be offered for sale by you at less than the then
current public offering prices determined by, or for,
the Funds.
5. All orders are subject to acceptance or
rejection by Distributor in its sole discretion. We
reserve the right, in our discretion, without notice,
to suspend sales or withdraw the offering of Shares
entirely.
6. Payment shall be made to the Funds and shall
be received by its Transfer Agent within three (3)
business days after the acceptance of your order or
such shorter time as may be required by law. With
respect to all Shares ordered by you for which payment
has not been received, you hereby assign and pledge to
Distributor all of your right, title and interest in
such Shares to secure payment therefor. You appoint
Distributor as your agent to execute and deliver all
documents necessary to effectuate any of the
transactions described in this paragraph. If such
payment is not received within the required time
period, Distributor reserves the right, without notice,
and at its option, forthwith (a) to cancel the sale,
(b) to sell the Shares ordered by you back to the
Funds, or (c) to assign your payment obligation,
accompanied by all pledged Shares, to any person. You
agree that Distributor may hold you responsible for any
loss, including loss of profit, suffered by the Funds,
its Transfer Agent or Distributor, resulting from your
failure to make payment within the required time
period.
7. No person is authorized to make any
representations concerning Shares of the Funds except
those contained in the current applicable Prospectus
and Statement of Additional Information and in sales
literature issued and furnished by Distributor
supplemental to such Prospectus. Distributor will
furnish additional copies of the current Prospectus and
Statement of Additional Information and such sales
literature and other releases and information issued by
Distributor in reasonable quantities upon request.
8. Under this Agreement, you act as principal
and are not employed by Distributor as broker, agent or
employee. You are not authorized to act for
Distributor nor make any representation on its behalf;
and in purchasing or selling Shares hereunder, you rely
only upon the current Prospectus and Statement of
Additional Information furnished to you by Distributor
from time to time and upon such written representations
as may hereafter be made by Distributor to you over its
signature.
9. You appoint the Transfer Agent for the Funds
as your agent to execute the purchase transactions of
Shares in accordance with the terms and provisions of
any account, program, plan or service established or
used by your customers and to confirm each purchase to
your customers on your behalf, and you guarantee the
legal capacity of your customers so purchasing such
Shares and any co-owners of such Shares.
10. You will (a) maintain all records required by
law relating to transactions in the Shares, and upon
the request of Distributor, or the request of the
Funds, promptly make such of these records available to
Distributor or to the Funds as are requested, and (b)
promptly notify Distributor if you experience any
difficulty in maintaining the records required in the
foregoing clause in an accurate and complete manner.
In addition, you will establish appropriate procedures
and reporting forms and schedules, approved by
Distributor and by the Funds, to enable the parties
hereto and the Funds to identify all accounts opened
and maintained by your customers.
11. Each party hereto represents that it is at
present, and at all times during the term of this
Agreement will be, a member in good standing of the
NASD and agrees to abide by all its Rules of Fair
Practice including, but not limited to, the following
provisions:
(a) You shall not withhold placing
customers' orders for any Shares so as to
profit yourself as a result of such
withholding. You shall not purchase any
Shares from Distributor other than for
investment, except for the purpose of
covering purchase orders already received.
(b) All conditional orders received by
Distributor must be at a specified definite
price.
(c) If any Shares purchased by you are
repurchased by the Funds (or by Distributor
for the account of the Funds) or are tendered
for redemption within seven business days
after confirmation of the original sale of
such Shares (1) you agree to forthwith refund
to Distributor the full concession allowed to
you on the original sale, such refund to be
paid by Distributor to the Funds, and (2)
Distributor shall forthwith pay to the Funds
that part of the discount retained by
Distributor on the original sale. Notice
will be given to you of any such repurchase
or redemption within ten days of the date on
which the repurchase or redemption request is
made.
(d) Neither Distributor, as exclusive
Distributor for the Funds, nor you as
principal, shall purchase any Shares from a
record holder at a price lower than the net
asset value then quoted by, or for, the
Funds. Nothing in this sub-paragraph shall
prevent you from selling Shares for the
account of a record holder to Distributor or
the Funds at the net asset value currently
quoted by, or for, the Funds and charging the
investor a fair commission for handling the
transaction.
(e) You warrant on behalf of yourself
and your registered representatives and
employees that any purchase of Shares at net
asset value by the same pursuant to the terms
of the Prospectus of the applicable Fund is
for investment purposes only and not for
purposes of resale. Shares so purchased may
be resold only to the Fund which issued them.
12. You agree that you will indemnify
Distributor, each Fund, each Fund's Transfer Agent,
each Fund's Investment Adviser, and each Fund's
Custodian and hold such persons harmless from any
claims or assertions relating to the lawfulness of your
company's participation in this Agreement and the
transactions contemplated hereby or relating to any
activities of any persons or entities affiliated with
your company which are performed in connection with the
discharge of your responsibilities under this
Agreement. If any claims are asserted, the indemnified
parties shall have the right to engage in their own
defense, including the selection and engagement of
legal counsel of their choosing, and all costs of such
defense shall be borne by you.
13. This Agreement will automatically terminate
in the event of its assignment. Either party hereto
may cancel this Agreement without penalty upon ten
days' written notice. This Agreement may also be
terminated as to any Fund at any time without penalty
by the vote of a majority of the members of the Board
of Trustees of the terminating Fund who are not
"interested persons" (as such term is defined in the
Investment Company Act of 1940) or by a vote of a
majority of the outstanding voting securities of the
terminating Fund on ten days' written notice.
14. All communications to Distributor should be
sent to AmeriPrime Financial Securities, Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or
at such other address as Distributor may designate in
writing. Any notice to you shall be duly given if
mailed or telegraphed to you at the address of your
principal office, as indicated below in your acceptance
of this Agreement.
15. This Agreement supersedes any other agreement
with you relating to the offer and sale of the Shares,
and relating to any other matter discussed herein.
16. This Agreement shall be binding (i) upon
placing your first order with Distributor for the
purchase of Shares, or (ii) upon receipt by Distributor
in Southlake, Texas of a counterpart of this Agreement
duly accepted and signed by you, whichever shall occur
first. This Agreement shall be construed in accordance
with the laws of the State of Texas.
17. The undersigned, executing this Agreement on
behalf of Dealer, hereby warrants and represents that
he is duly authorized to so execute this Agreement on
behalf of Dealer.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return
to us one copy of this Agreement.
AmeriPrime Financial Securities, Inc.
By:______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, President
ACCEPTED BY DEALER:
_________________________________________
Firm Name
By: _____________________________________ ___________________________
Authorized Signature, Position Type or Print Name
ADDRESS (Principal Office):
_________________________________________
_________________________________________
_________________________________________
Date: ___________________________________
SCHEDULE A
THE ROCKLAND FUNDS TRUST
The Rockland Growth Fund, Retail Class
Dollar Amount of Purchase Total Sales Dealer
(At Offering Price) Charge* Concession
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Less than $100,000 3.00% 3.00%
$100,000 but less than $250,000 2.00% 2.00%
$250,000 but less than $500,000 1.00% 1.00%
$500,000 and above No sales charge No sales charge
________________________________
* As a percentage of offering price.
Brokers may invest for their own account at NAV.
