DISTRIBUTION AGREEMENT
THIS
AGREEMENT is made and entered into as this 19th of July, 2005, by and among
Trust for Professional Managers, a Delaware business Trust (the “Trust”), on
behalf of the Xxxxxxx Xxxxxx Core Equity Fund and Xxxxxxx, Xxxxxx & Co.,
Inc. (the “Advisor”) and Quasar
Distributors, LLC, a Delaware limited liability company (the
“Distributor”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company, and is
authorized to issue shares of beneficial interests (“Shares”) in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS,
the Advisor serves as the investment advisor for the Trust and is duly
registered under the Investment Advisers Act of 1940, as amended, and any
applicable state securities laws, as an investment advisor; and
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
Exhibit A hereto (as amended from time to time) (the “Fund”); and
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”); and
WHEREAS,
this Agreement has been approved by a vote of the Trust’s board of trustees
(“Board of Trustees” or the “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 Quasar as the Distributor |
The
Trust hereby appoints the Distributor as its agent for the sale and distribution
of Shares of the Fund, on the terms and conditions set forth in this Agreement,
and the Distributor hereby accepts such appointment and agrees to perform the
services and duties set forth in this Agreement.
| 2. |
Services
and Duties of the Distributor |
| A. |
The
Distributor agrees to sell Shares of the Fund 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 Fund and included in 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 1940 Act. |
1
| B. |
During
the continuous public offering of Shares of the Fund, the Distributor will
hold itself available to receive orders, satisfactory to the Distributor,
for the purchase of Shares of the Fund 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 Corporation’s Fund/SERV
System. |
| D. |
In
connection with all matters relating to this Agreement, the Distributor
agrees 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 or its agent in the
development of all proposed advertisements and sales literature relating
to the Fund. The Distributor agrees to review all proposed advertisements
and sales literature for compliance with applicable laws and regulations,
and 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 Fund. 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 may select, in order that such
broker-dealers also may sell Shares of the Fund. 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 so 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 (7) business
days after the date of confirmation of such
purchases. |
2
| H. |
The
Distributor shall devote its best efforts to effect sales of Shares of the
Fund 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 reports regarding the use of 12b-1 payments received
by the Distributor, 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 directors, 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 organization and is registered as an open-end
management investment company under the 1940 Act. The Trust agrees that it
will act in material conformity with its Declaration of Trust, its
By-Laws, its Registration Statement, as may be amended from time to time,
and the 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 Declaration of Trust and By-Laws. |
| B. |
The
Trust, or its agent, shall take or cause to be taken, all necessary action
to register Shares of the Fund 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 further agrees that it 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 as permitted by the 1940 Act
or the rules of the Securities and Exchange Commission (“SEC”), including
any and all applicable interpretation of such by the staff of the SEC. The
Trust shall advise the Distributor promptly of any such
determination. |
| D. |
The
Trust agrees to advise the Distributor promptly in writing:
|
3
(i) of
any material correspondence or other communication by the SEC or its staff
relating to the Fund, 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. Nothing in this Agreement shall require the sharing or
provision of materials protected by privilege or limitation of disclosure,
including any applicable attorney-client privilege or trade secret
materials. |
| H. |
The
Trust represents and warrants that its Registration Statement and any
advertisements and sales literature prepared by the Trust or its agent
(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
| 4. |
Duties
and Representations of the Distributor |
| A. |
The
Distributor represents that it is duly organized and in good standing
under the law of its jurisdiction of organization, is registered as a
broker-dealer under the 1934 Act and is a member in good standing of the
NASD. The Distributor agrees that it will act in material conformity with
its Articles of Organization and its By-Laws, as may be amended from time
to time. The Distributor agrees to comply in all material respects with
the 1933 Act, the 1934 Act, the 1940 Act, and all other applicable federal
and state laws and regulations. The Distributor represents and warrants
that this Agreement has been duly authorized by all necessary action by
the Distributor under the Distributor’s Articles of Organization and
By-Laws. |
| B. |
The
Distributor agrees to advise the Company promptly in writing of the
initiation of any proceedings against it by the SEC or its staff, the NASD
or any state regulatory authority. |
| 5. |
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 Exhibit B hereto (as amended from time to time), which are payable
promptly after the last day of each month. Such fees and expenses shall be paid
to Distributor by the Trust from Rule 12b-1 fees payable by the appropriate Fund
or, if the Fund does not have a Rule 12b-1 plan, or if Rule 12b-1 fees are not
sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is
discontinued, or if 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 and expenses not covered
by Rule 12b-1 payments.
| 6. |
Expenses |
A.
The Trust or the Fund shall bear all costs and expenses in connection with the
registration of its Shares with the SEC and its 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 Fund,
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
Fund; 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.
5
| 7. |
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 fees incurred in connection therewith) (collectively, “Losses”)
that 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
advertisements or sales literature prepared by the Trust or its agent, 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, or based upon the Trust’s failure
to comply with the terms of this Agreement or applicable law; 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
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 or claim of loss 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 7(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 Losses, 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 reasonable 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 Trust, 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 reasonable
fees and expenses of any counsel retained by Distributor and them. The
Trust’s indemnification agreement contained in Sections 7(A) and 7(B)
herein 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 members, 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.
|
6
| C. |
The
Trust shall advance attorneys’ 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 7 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 that the Trust, 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 Distributor’s failure to comply with the
terms of this Agreement or applicable law, 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,
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 being notified of any action or claim of loss 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 7(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 reasonable fees and expenses of
any 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 counsel retained by the Trust and them.
The Distributor’s indemnification agreement contained in Sections 7(D) and
7(E) herein 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 7
if such indemnification would be impermissible under the 1940 Act, the
1933 Act, the 1934 Act or the rules of the NASD; provided,
however,
in such event indemnification shall be provided under this Section 7
to the maximum extent so permissible. The provisions of this Section 7
shall survive the termination of this Agreement. |
| 8. |
Obligations
of the 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 Fund to which such obligations pertain.
8
| 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
Exhibit 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 Exhibit A to this
Agreement relating to that Fund is executed. Unless sooner terminated as
provided herein, this Agreement shall continue in effect for two (2) years
from the date hereof. Thereafter, if not terminated, this Agreement shall
continue in effect automatically 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 the 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 a 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 sixty (60) days’ written notice, by
either the Trust upon the vote of a majority of the members of its 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 the 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 a 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. |
| C. |
Sections
7, 9, 11 and 12 shall survive termination of this
Agreement. |
9
| 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 that 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.
In
accordance with Regulation S-P, the Distributor will not disclose any non-public
personal information, as defined in Regulation S-P, received from the Trust or
any Fund regarding any Fund shareholder; provided, however, that the Distributor
may disclose such information to any party as necessary in the ordinary course
of business to carry out the purposes for which such information was disclosed
to the Distributor, or as may be required by law. The Distributor agrees to use
reasonable precautions to protect and prevent the unintentional disclosure of
such non-public personal information.
| 12. |
Anti-Money
Laundering Program |
The
Distributor represents and warrants that it: (i) has adopted an anti-money
laundering compliance program (“AML Program”) that satisfies the requirements of
all applicable laws and regulations; (ii) undertakes to carry out its AML
Program to the best of its ability; and (iii) will promptly notify the Trust and
the Advisor if an inspection by the appropriate regulatory authorities of its
AML Program identifies any material deficiency, and (vi) will promptly remedy
any material deficiency of which it learns.
| 13. |
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.
| 14. |
Notices |
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 three (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 as set forth below:
10
Notice
to the Distributor shall be sent to:
Quasar
Distributors, LLC
Attn:
President
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxxx 00000
notice
to the Trust shall be sent to:
US
Bancorp Fund Services, LLC
Attn:Xxxx
X. Xxxxxxx, Secretary
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxxx 00000
and
notice to the Advisor shall be sent to:
Xxxxxxx,
Xxxxxx & Co., Inc.
Attn:
Xxxxxx X. Xxxxxxxxx
000
Xxxxxxxxxx Xx.
Xxxxxxxxxx,
Xxxxxxxxxxxx 00000
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
|
QUASAR
DISTRIBUTORS, LLC | |
|
By:
/s/ Xxxxxx X. Xxxxxxxxx |
By:
/s/Xxx
Xxxxxxxxx |
|
Title:
Chairman |
Title:
President |
|
XXXXXXX,
XXXXXX & CO., INC. |
|
|
By:
/s/
Xxxxxx X. Xxxxxxxxx |
|
|
Title:
Executive
Vice President |
11
Exhibit
A
to
the
Fund
Names
Separate
Series of Trust for Professional Managers
Name
of Series Date
Added
Xxxxxxx
Xxxxxx Core Equity
Fund August
3, 2005
12
Exhibit
B
to
the
Fee
Schedule
Basic
Distribution Services*
| · |
1
basis point of the Fund’s average daily net assets, payable monthly in
arrears |
| · |
Minimum
annual fee: first class or series -- $5,000; each additional series --
$1,000 |
Advertising
Compliance Review/NASD Filings
| · |
$150
per job for the first 10 pages (minutes if tape or video); $20 per page
(minute if tape or video) thereafter |
| · |
Non-NASD
filed materials, e.g. Internal Use Only Materials |
$100
per job for the first 10 pages (minutes if tape or video); $20 per page (minutes
if tape or video) thereafter.
| · |
NASD
Expedited Service for 3 Day
Turnaround |
$1,000
for the first 10 pages (minutes if audio or video); $25 per page (minute if
audio or video) thereafter. (Comments are faxed. NASD may not accept expedited
request.)
Licensing
of Investment Advisor’s Staff (if desired)
| · |
$1,500
per year per registered representative |
| · |
Quasar
is limited to these licenses for sponsorship: Series, 6, 7, 24, 26, 27,
63, 66, 63/65 |
| · |
Plus
all associated NASD and State fees for Registered Representatives,
including license and renewal fees. |
Fund
Fact Sheets
| · |
Design
- $1,000 per fact sheet, includes first
production |
| · |
Production
- $500.00 per fact sheet per production period |
| · |
All
printing costs are out-of-pocket expenses, and in addition to the design
fee and production fee. |
Out-of-Pocket
Expenses
Reasonable
out-of-pocket expenses incurred by the Distributor in connection with activities
primarily intended to result in the sale of Shares, including, without
limitation:
| · |
typesetting,
printing and distribution of Prospectuses and shareholder reports
|
| · |
production,
printing, distribution and placement of advertising and sales literature
and materials |
| · |
engagement
of designers, free-xxxxx writers and public relations
firms |
| · |
long-distance
telephone lines, services and charges |
| · |
postage |
| · |
overnight
delivery charges |
| · |
NASD
registration fees |
(NASD
advertising filing fees are included in Advertising Compliance Review section
above)
| · |
record
retention |
| · |
travel,
lodging and meals |
Fees
are billed monthly.
*
Subject to CPI increase, Milwaukee MSA.
13
