UNIFIED MANAGEMENT CORPORATION
000 XXXXX XXXXXXXXXXXX XXXXXX
XXXXXXXXXXXX, XXXXXXX 00000
000-000-0000
DISTRIBUTION ASSISTANCE AGREEMENT
This Agreement is made between the broker/dealer or other financial
institution executing this Agreement ("Provider") and Unified Management
Corporation ("Unified") on behalf of the Unified Funds (the "Funds"), for which
Unified administers a Distribution Plan (the "Plan") and which have approved
this form of Agreement.
Provider understands that The Vintage Funds (the "Funds") have adopted a
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act"), with respect to one or more series
(each, a "Fund") of its shares of beneficial ownership (collectively, "Share")
for making payments to selected brokers for distribution assistance.
Provider further understands that Unified is the principal underwriter as
defined in the Investment Company Act of 1940 and from which Provider has the
right to purchase shares.
In consideration of the mutual covenants hereinafter contained, Provider
desires to enter into an Agreement with Unified for distribution assistance of
the Shares, and it is hereby agreed by and between the parties hereto as
follows:
1. Provider certifies that it is a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD") and agrees to maintain
membership in the NASD, or, in the alternative, that Provider is a foreign
broker not eligible for membership in the NASD. In either case, Provider agrees
to abide by all of the rules and regulations of the NASD which are binding upon
underwriters and brokers in the distribution of the shares of open-end
investment companies, including without limitation: Section 24 of Article III of
the Rules of Fair Practice; Rule 26 of its Rules of Fair Practice; all of which
are incorporated herein as if set forth in full. Provider further agrees to
comply with all applicable state and federal laws and the rules and regulations
of authorized regulatory agencies. Provider agrees that it will not sell, or
offer for sale, Shares in any state or jurisdiction where they are not exempt
from registration or have not been qualified for sale.
By our acceptance of this Agreement, Provider represent and certifies that
Provider is a broker-dealer registered with the Securities and Exchange
Commission. Provider's acceptance also constitutes a representation that
Provider has been duly authorized by the proper corporate action(s) to enter
into this Agreement and to perform its obligations hereunder.
2. Provider will offer and sell Shares only in accordance with the terms
and conditions of the Trust's then current Prospectus with respect thereto, and
Provider will make no representations not included in said Prospectus or in any
authorized supplemental material supplied by the Trust. Provider will use its
best effores in the development and promotion of sales of the Shares and agrees
to be responsible for the proper instruction and training of all sales personnel
employed by it, in order that the Shares will be offered in accordance with the
terms and conditions of this Agreement and all applicable laws, rules and
regulations. Provider agrees to hold the Trust and Unified harmless and
indemnify the Trust and Unified in the event that Provider, or any of its sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to the Trust or Unified; and in
the event the Trust or Unified determines to refund any amount paid by any
investor by reason of any such violation on Provider's part, Provider shall
return to the Trust or Unified any distribution assistance payments previously
paid or allowed by the Trust or Unified to Provider with respect to the
transaction for which the refund is made. All expenses which Provider incurs in
connection with its activities under this Agreement shall be borne by the
Provider.
3. For purposes of this Agreement "Qualified Accounts" shall mean: accounts
of customers of Provider who have purchased Shares and who use Provider's
facilities to communicate with the Trust or Unified or to effect redemptions or
additional purchases of Shares and with respect to which Provider provides
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Trust; assistance to customers in
changing dividend options, account designations and addresses; establishment and
maintenance of shareholder accounts and records; processing purchase and
redemption transactions; exchanging shares between Funds of the Trust; automatic
investment in Shares of customer account cash balance; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by Provider; arranging for bank wires; and such other
information and services as the Trust or Unified reasonable may request with
respect to the Shares, to the extent Provider is permitted by applicable
statute, rule or regulation.
4. In consideration of the services and facilities described herein,
Provider shall be entitled to receive from Unified fees based on the average
daily net assets of each Fund of the Trust for which a Plan is in effect and
representing Shares for which Provider is the broker of record, as set forth in
the Schedule hereto, provided that such fees shall not exceed those set forth in
such Plan. Provider understands that the payment of such fees has been
authorized pursuant to the related Plan approved by the Board of Trustees and
shareholders of the Trust and shall be paid only so long as the related Plan and
this Agreement are in effect.
5. The frequency of payment, the terms of any right to sell in a territory,
and any other supplemental terms, conditions or qualifications for Provider to
receive such payments are subject to change by the Trust or Unified from time to
time upon written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Trust or Unified.
6. Provider understands and agrees that in performing its services covered by
this Agreement Provider is acting as principal, and the Trust and Unified are in
no way responsible for the manner of Provider's performance or for any of its
acts or omissions in connection therewith. Nothing in this Agreement or in any
Plan shall be construed to constitute Provider or any of its agents, employees
or representatives as the Trust's or Unified's agent, partner or employee.
7. In all sales of shares of the Fund to the public, Provider shall act as
dealer for its own account, and in no transaction shall Provider have authority
to act as agent for the Fund or for Unified Management Corporation.
8. Orders that Unified receives from Provider will be accepted only at the
net asset value applicable to each order. The minimum dollar purchase of shares
of the Fund by any person shall be the applicable minimum amount described in
the current Fund Prospectus, and no order for less than such amount will be
accepted hereunder. The procedures relating to the handling of orders shall be
subject to instructions which Unified shall communicate from time to time to
Provider. All orders are subject to acceptance or rejection by Unified in
Unified's sole discretion.
9. This Agreement shall terminate automatically (i) in the event of its
"assignment" (as defined in Section 2(a)(4) of the Act) or (ii) with respect to
a Plan, in the event such Plan is terminated.
10. This Agreement may be terminated at any time with respect to a Plan
(without payment of any penalty) by a majority of the "Qualified Trustees" (As
defined in such Plan) or by a vote of a majority of the outstanding voting
securities of the related Fund, or by Unified on 60 days' written notice to
Provider at its principal place of business. Provider may terminate this
Agreement on 60 days' written notice addressed to the Trust and Unified at
Unified's principal place of business. Without limiting the generality of the
foregoing, any provision hereof to the contrary notwithstanding, Provider's
expulsion from the NASD will automatically terminate this Agreement without
notice; and Provider's suspension from the NASD, or violation of applicable
state or federal laws or rules and regulations of authorized regulatory
agencies, will terminate this Agreement effective upon the date of mailing
notice to Provider of such termination.
11. Provider agrees to pay for Fund shares by or before the settlement date by
check or Federal wire payable to the order of the Fund, which reserves the right
to delay issuance or transfer of shares until such check has cleared. If such
payment is not received by Unified, Unified reserves the right, without notice,
forthwith either to cancel the sale, or at Unified's option, to sell the shares
ordered back to the Fund, and in either case, Provider shall be responsible for
any loss suffered by the Fund.
12. Provider agrees to purchase shares only from Unified or from Provider's
customers. If Provider purchases shares from Unified, Provider agrees that all
such purchases shall be made only: (a) to cover orders already received by
Provider from its customer, or (b) for Provider's own bona fide investment.
Provider, in turn, agrees that Provider will not purchase any securities from
the Fund except for the purpose of covering purchase orders which Provider has
already received.
13. Provider shall sell shares only: (a) to customers at the applicable net
asset value. In such a sale to Unified, Provider may act either as agent or
principal for its customer. If Provider act as principal for its own account in
purchasing shares for resale to Unified, Provider agrees to pay its customer not
less than the price which Provider receives from Unified. If Provider acts as
agent for its customer in selling shares to Unified, Provider agrees not to
charge its customer more than a fair commission for handling the transaction.
14. Settlement shall be made promptly, but in no case later than three (3)
business days after Unified's acceptance of the order. If payment is not so
received or made, the right is reserved forthwith to cancel the sale or, at
Unified's option, to resell the shares to the respective Fund, at the then
prevailing net asset value in which latter case Provider will agrees to be
responsible for any loss, resulting to such Fund or to Unified from our failure
to make payment as aforesaid.
15. The Fund reserves the right in its discretion and Unified reserves the
right in Unified's discretion, without notice, to suspend sales or withdraw the
offering of shares entirely. Unified reserves the right, without notice, to
amend, modify, or cancel this Agreement. This Agreement may not be assigned by
either party without prior written consent of the other party.
16. Provider will not offer shares of the Fund for sale in any state where they
are not qualified for sale under the Blue Sky Laws and regulations of such state
or where Provider is qualified to act as a dealer, except for states in which
they are exempt from qualification.
17. No person is authorized to make any representations concerning shares of
the Fund except those contained in the then current Fund Prospectus. In
purchasing shares from Unified, Provider shall rely solely on the
representations contained in such Prospectus. Unified will furnish additional
copies of the current Prospectus and sales literature issued by Unified in
reasonable quantities upon request.
18. Neither this Agreement nor the performance of the services hereunder shall
be considered to create a joint venture or partnership between Provider and
Unified.
19. All communications to the Trust or Unified shall be sent to Unified at
Unified's address set forth above. Any notice to Provider shall be duly given if
mailed or telegraphed to Provider at the address set forth below.
20. This Agreement shall become effective on the later of (i) the date the Plan
is adopted and becomes effective, or (ii) the date this Agreement is accepted by
Unified as indicated below. This Agreement and all the rights and obligations of
the parties hereunder shall be governed by and construed under the laws of the
State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their duly authorized signatories designated below as of the date set forth
below.
Provider: ______________________________________________
Broker Dealer Tax I.D. #: ______________________________
Address: ______________________________________________
City: _________________________________________________
State: _______________________ Zip Code: ____________
Dated:_______________________
By:
---------------------------------------------------
Authorized Signatory
Name: ________________________________________________
Printed
Title: _____________________________________________
UNIFIED MANAGEMENT CORPORATION
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
By: __________________________________________________
Name: ________________________________________________
Title: _________________________________________________
By: __________________________________________________
Name: ________________________________________________
Title: _________________________________________________
EXHIBIT A
to
Distribution Assistance Agreement
Funds covered by this Agreement:
The Starwood Strategic Fund
The Xxxxxxx Fund
The First Lexington Balanced Fund
The Taxable Money Market Fund
Distribution Assistance Fees:
1. During the term of this Agreement, the Funds will pay Provider a
monthly fee. This fee will be computed at the annual rate of 0.10% of the
average net asset value of shares of the Funds held during the month in accounts
for which the Provider provides Services under this Agreement, so long as the
average net asset value of shares in the Funds during the month equals or
exceeds such minimum amount as the Funds shall from time to time determine and
communicate in writing to the Provider.
2. For the monthly period in which the Distribution Assistance Agreement
becomes effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in effect
during the month.
