EXHIBIT 22(E)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this ____ day of ________,
2004, by and among BRIDGES INVESTMENT FUND, INC., a Nebraska business
corporation (the "Fund"), BRIDGES INVESTMENT MANAGEMENT, INC., a Nebraska
business corporation (the "Manager") and QUASAR DISTRIBUTORS, LLC, a Delaware
limited liability company (the "Distributor").
WHEREAS, the Fund 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 capital stock ("Shares"); and
WHEREAS, the Manager serves as the investment adviser for the Fund and is
duly registered under the Investment Advisers Act of 1940, as amended, and any
applicable state securities laws, as an investment adviser; and
WHEREAS, the Fund 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) (each a "Fund",
collectively the "Funds"); 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 Fund's board of
Directors ("Board of Directors" or the "Board") and its disinterested Directors
in conformity with Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for
the Fund 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 Fund hereby appoints the Distributor as its agent for the sale and
distribution of Shares of the Funds, 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 Fund 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 included in the currently effective
registration statement or post-effective amendment thereto (the
"Registration Statement") of the Fund under the Securities Act of
1933 (the "1933 Act") and the 0000 Xxx.
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B. During the continuous public offering of Shares of the Funds, the
Distributor will hold itself available to receive orders,
satisfactory to the Distributor, for the purchase of Shares of the
Funds and will accept such orders on behalf of the Fund. 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 Fund'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, including
the Xxxxxxxx-Xxxxx Act. 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 Fund and the
Distributor.
E. The Distributor agrees to cooperate with the Fund or its agent 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 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 Fund 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 Fund 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 Fund reserves
the right to suspend such repurchase right upon written notice to
the Distributor. The Distributor further agrees to act as agent for
the Fund to receive and transmit promptly to the Fund'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 Funds. The form of any
dealer agreement shall be mutually agreed upon and approved by the
Fund 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.
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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 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 Fund recognizes that from
time to time, officers and employees of the Distributor may serve as
directors, Directors, 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.
K. The Distributor shall at all times during the term of this Agreement
remain registered as a broker-dealer under the 1934 Act and with all
00 xxxxxx xx xxx Xxxxxx Xxxxxx, and shall also remain a member in
good standing of the NASD. The Distributor shall immediately notify
the Fund in writing if it receives written notification that such
registrations or membership has been temporarily or permanently
suspended, limited or terminated.
3. DUTIES AND REPRESENTATIONS OF THE FUND
A. The Fund 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
Fund agrees that it will act in material conformity with its
Articles of Incorporation, as amended,, its By-Laws, its
Registration Statement, as may be amended from time to time, and the
resolutions and other instructions of its Board. The Fund 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
Fund represents and warrants that this Agreement has been duly
authorized by all necessary action by the Fund under the 1940 Act,
state law and the Fund's Articles of Incorporation, as amended, and
By-Laws.
B. The Fund, or its agent, 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
Fund 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.
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C. The Fund 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 Fund 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 Fund
shall advise the Distributor promptly of any such determination.
D. The Fund agrees to advise the Distributor promptly in writing:
(i) of any material 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 Fund shall file such reports and other documents as may be
required under applicable federal and state laws and regulations.
The Fund 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 Fund 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 Fund 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 Fund 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 Fund
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 Fund shall forward a copy of any SEC
filings, including the Registration Statement, to the Distributor
within one business day of any such filings. The Fund 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.
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H. The Fund represents and warrants that its Registration Statement and
any advertisements and sales literature prepared by the Fund 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. 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 Corporation 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 Manager otherwise determines that Rule
12b-1 fees shall not, in whole or in part, be used to pay Distributor, the
Manager 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 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
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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 Fund 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.
7. INDEMNIFICATION
A. The Fund 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 Fund 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 Fund's failure to comply
with the terms of this Agreement or applicable law; provided,
however, that the Fund'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
Fund 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 Fund'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
Fund 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 Fund. Such notification shall be given
by letter or by telegram addressed to the Fund's President, but the
failure so to notify the Fund of any such action shall not relieve
the Fund from any liability which the Fund 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 Fund's indemnity agreement
contained in this Section 7(A). In no event shall anything contained
herein be so construed as to protect the Distributor against any
liability to the Fund or its shareholders to which the Distributor
would otherwise be subject to by reason of its willful misfeasance,
bad faith or negligence in the performance of its duties or by
reason of its reckless disregard of its obligations under this
Agreement.
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B. The Fund 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 Fund elects to assume
the defense, such defense shall be conducted by counsel chosen by
the Fund and approved by the Distributor, which approval shall not
be unreasonably withheld. In the event the Fund 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 Fund
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 Fund, or if under prevailing law or
legal codes of ethics, the same counsel cannot effectively represent
the interests of both the Fund and the Distributor, and each of its
present or former members, officers, employees, representatives or
any controlling person, the Fund 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 Fund'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 Fund agrees promptly to notify the Distributor
of the commencement of any litigation or proceedings against the
Fund or any of its officers or Directors in connection with the
issue and sale of any of the Shares.
C. The Fund 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 Fund and each
of its present or former Directors, officers, employees,
representatives and any person who controls or previously controlled
the Fund within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all Losses that the Fund, each of
its present or former Directors, 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 Fund's
Registration Statement or any Prospectus, as from time to time
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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 Fund or
its counsel by the Distributor for the purpose of, and used in, the
preparation thereof. The Distributor's agreement to indemnify the
Fund, and any of the foregoing indemnitees, is expressly conditioned
upon the Distributor being notified of any action or claim of loss
brought against the Fund, 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 Fund 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 Fund, 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 Fund
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 Fund 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 Fund 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 Fund, and each of its present or former
Directors, 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 Fund's benefit, to the benefit of each of
its present or former Directors, officers, employees or
representatives or to the benefit of any controlling persons and
their successors. The Distributor agrees promptly to notify the Fund
of the commencement of any litigation or proceedings against the
Distributor or any of its officers or Directors 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 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.
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8. OBLIGATIONS OF THE FUND
This Agreement is executed by and on behalf of the Fund and the
obligations of the Fund hereunder are not binding upon any of the Directors,
officers or shareholders of the Fund individually, but are binding only upon the
Fund and with respect to the Funds to which such obligations pertain.
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 Fund'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 Fund'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 Fund upon the
vote of a majority of the members of its Board who are not
"interested persons" of the Fund 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
Fund. If required under the 1940 Act, any such amendment must be
approved by the Fund's Board, including a majority of the Fund'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 Manager, the written instrument shall also be signed by the
Manager. This Agreement will automatically terminate in the event of
its assignment.
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C. Sections 7, 9, 11 and 12 shall survive termination of this
Agreement.
11. CONFIDENTIALITY
The Distributor agrees on behalf of its employees to treat all records
relative to the Fund and prior, present or potential shareholders of the Fund 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 Fund, 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
Fund. 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
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 Fund and the Manager 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:
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Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
notice to the Fund and the Manager shall be sent to:
Bridges Investment Fund, Inc.
0000 Xxxx Xxxxx Xxxx
000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxx 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.
BRIDGES INVESTMENT FUND, INC. QUASAR DISTRIBUTORS, LLC
By: ______________________________ By: ______________________________
Xxx Xxxxxxxxx
Title: _____________________________ Title: President
BRIDGES INVESTMENT MANAGEMENT, INC.
By: ______________________________
Title: _____________________________
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EXHIBIT A
TO THE
DISTRIBUTION AGREEMENT
FUND NAME
Name of Fund Date Added
------------ ----------
Bridges Investment Fund, Inc.
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EXHIBIT B
TO THE DISTRIBUTION AGREEMENT
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QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES
ANNUAL FEE SCHEDULE
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BASIC DISTRIBUTION SERVICES*
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o 1 basis point of the Fund's average daily net assets, payable monthly in
arrears
o Minimum annual fee: first class or series -- $5,000; each additional
series -- $1,000
ADVERTISING COMPLIANCE REVIEW/NASD FILINGS
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o $150 per job for the first 10 pages (minutes if tape or video); $20 per
page (minute if tape or video) thereafter
o 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.
o 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 MANAGER'S STAFF (IF DESIRED)
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o $900 per year per registered representative ("RR"), for 3 individuals or
less.
o $2,000 per year per registered representative beyond the first 3
individuals.
o Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24, 26,
27, 63, 66, 63/65
o Plus all associated NASD and State fees for Registered Representatives,
including license and renewal fees.
FUND FACT SHEETS
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o Design - $1,000 per fact sheet, includes first production
o Production - $500.00 per fact sheet per production period
o All printing costs are out-of-pocket expenses, and in addition to the
design fee and production fee.
OUT-OF-POCKET EXPENSES
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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:
o typesetting, printing and distribution of Prospectuses and shareholder
reports
o production, printing, distribution and placement of advertising and sales
literature and materials
o engagement of designers, free-xxxxx writers and public relations firms
o long-distance telephone lines, services and charges
o postage
o overnight delivery charges
o NASD registration fees (NASD advertising filing fees are included in
Advertising Compliance Review section above)
o record retention
o travel, lodging and meals
Fees are billed monthly.
* Subject to CPI increase.
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*Effective with the first day after expiration of the first twelve (12) months
of service, the fees and charges set forth in this Schedule shall be increased
over the fees and charges during the previous twelve (12) months in the amount
equal to the change in the Consumer Price Index for all Urban Consumers in the
Milwaukee, Wisconsin Metropolitan Statistical Area, All Terms, Based 1982-1984 =
100, as last reported by the U.S. Bureau of Labor Statistics ("CPI-U.
Thereafter, all of the fees and charges in this fee schedule (except for
out-of-pocket expenses) shall increase annually upon each anniversary of this
Schedule in an amount equal to the percentage change in the CPI-U for the
proceeding twelve (12) months.
EXHIBIT B
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U.S. BANCORP FUND SERVICES, LLC
(CONFIDENTIAL - PRICING VALID FOR 45 DAYS)
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