Exhibit 6
DISTRIBUTION AGREEMENT
We have an agreement (the "Distribution Agreement") with the Triumph Fund, an
incorporated business organized under the laws of the Commonwealth of
Pennsylvania (the "Fund") pursuant to which we act as the distributor of shares
of beneficial interest of the Fund, par value $.00l per share ("Shares") and as
such have the right to distribute Shares for resale. The Fund is a diversified,
open-end, management investment company registered under the Investment Company
Act of 1940, as amended, and the Shares are registered under the Securities Act
of 1933, as amended (the "Act"). The terms "Prospectus" and "Statement" as used
herein refer respectively to the then current prospectus and statement of
additional information forming parts of the Registration Statement on Form N-lA
of the Fund under the Act. As principal we offer to sell to you Shares on the
following terms and conditions:
1. In all of Shares to the public you shall act as dealer for your own account
and in no transaction shall you have any authority to act as agent for us or
the Fund.
2. Orders received from you will be accepted by us, through Shareholder
Services, as the Fund's agent, only at the public offering price applicable
to each order, as set forth in the Prospectus and Statement. The procedure
relating to the handling of orders shall be in accordance with oral or
written instructions or instructions received through the National Securities
Clearing Corporation's mutual fund order clearing program ("FundServ") by us
or the Fund in the sole discretion of either.
3. (a) Class A Shares "A Shares". You shall receive compensation in the form of
dealer concessions computed in the manner set forth in the Fund's current
Prospectus with respect to the aggregate purchase price of A Shares purchased
by you during a particular calendar month (the "Purchase Month"). Such
compensation shall be payable as follows: (I) on the settlement date for
those orders received through National Securities Clearing Corporation's
mutual fund order clearing program ("FundServ"); (II) semi-monthly for all
other orders. No compensation shall be payable in respect of A Shares
purchased through reinvestment of dividends or distributions, or in respect
of A Shares purchased in exchange for Shares that, either originally or
through one or more exchange transactions, had been the subject of payments
under this Paragraph 3. In addition, no compensation shall be payable in
respect of A Shares the purchase of which is subject to a waiver of the sales
charge as set forth in the Fund's current Prospectus.
4. You agree to purchase Shares only in transactions contemplating the
simultaneous resale of such Shares to investors and in no event shall you
place orders for Shares unless you have already received corresponding
purchase orders for Shares at the applicable public offering prices and
subject to the terms hereof. You agree that you will not offer or sell any
Shares except under circumstances that will result in compliance with the
applicable federal and state securities laws and that in connection with
sales and offers to sell Shares you will furnish to each person to whom any
such sale or offer is made, a copy of the Prospectus and if requested, the
Statement (as then amended or supplemented) and will not furnish to any
person any information relating to the Fund that is inconsistent in any
respect with the information contained in the Prospectus and Statement (as
then amended or supplemented) or cause any written materials to be used in
connection with sales of Shares or any advertisement to be published in any
newspaper, broadcast by television, radio or other means or posted in any
public place without our prior written consent.
5. No person is authorized to make any representations concerning the Shares
except those contained in the Prospectus and Statement and in such printed
information subsequently issued by us or the Fund as information supplemental
to the Prospectus and Statement. In purchasing Shares through us you shall
rely solely on the representations contained in the Prospectus and Statement
and supplemental information above mentioned. Any printed information that we
furnish to you other than the Prospectus, Statement, information supplemental
to the Prospectus and Statement issued by the Fund, periodic reports and
proxy solicitation materials is our sole responsibility and not the
responsibility of the Fund, and agree that the Fund shall have no liability
or responsibility to you in these respects. If you should make an
unauthorized representation concerning the Shares, you agree to indemnify the
Fund and us from and against any and all claims, liability, expense or loss
in any way arising out of or in any way connected with such representation.
6. You shall not withhold placing orders for the Shares received from your
customers so as to profit yourself as a result of such withholding: e.g., by
a change in the net asset value from that used in determining the offering
price to your customers.
7. We reserve the right in our discretion and without notice to suspend sales or
withdraw the offering of Shares or, upon notice to you, to amend this
Agreement. You agree that any order to purchase Shares placed by you after
notice of any amendment to this Agreement has been sent to you shall
constitute your agreement to such amendment. The provisions of the
Distribution Agreement and the related Plans of Distribution (the "Plans")
are incorporated herein by reference and the Agreement shall continue in
effect only so long as the continuation of the Distribution Agreement and the
Plans are approved at least annually by the Board of Trustees of the Fund in
the manner contemplated by the Distribution Agreement and the Plan and by
applicable law. This Agreement shall also be terminable by either party
without penalty upon 30 days' written notice to the other party; provided,
however, that any termination of his Agreement by operation of this Paragraph
7 shall not affect your and our several obligations under Paragraphs 3 (c)
and 9 hereof in respect of Shares purchased prior to such termination for so
long as the Distribution Agreement and the Plans shall remain in effect.
8. We shall have full authority to take such action as we may deem advisable in
respect of all matters pertaining to the continuous offering of Shares. We
and you shall be under no liability to each other except for gross
negligence, lack of good faith and for obligations expressly assumed by you
and us herein. Nothing contained in this Paragraph 8 is intended to operate
as, and the provisions of this Paragraph 8 shall not in any way whatsoever
constitute, a waiver by you or us of
compliance with any provision of the Act or of the rules and regulations of
the Securities and Exchange Commission issued thereunder.
9. In addition to the dealer concessions outlined in Paragraph 3 of the
Agreement, we agree to pay you a fee (the "Shareholder Servicing Fee")
computed daily at an annual rate equal to .25% of the aggregate net asset
value on that day of all shares in Portfolios, other than the Money Market
Portfolio, purchased by you, including such Shares purchased through
reinvestment of dividends and distributions, which fee shall be payable
quarterly. This fee shall be payable only so long as and to the extent that
the Fund reimburses us for payment of this fee to you. Any overpayment of
compensation and fees pursuant to this Paragraph 9 or Paragraph 3 above shall
reduce amounts payable to you in subsequent months. If such overpayment is
the final payment to you, in such case you agree to pay forthwith to us the
full amount of the overpayment. We reserve the right at any time to impose
minimum fee payment requirements before any monthly payments will be made to
you hereunder.
In return for the Shareholder Servicing Fee you agree to provide services to
Shareholders which services shall include the following:
(a) responding to Shareholder inquiries and providing information on their
investments
(b) providing such other similar services as we may reasonably request to the
extent permitted under applicable statutues, rules and regulations.
10. We both hereby agree to abide by the Rules the National Association of
Securities Dealers, Inc. (the "NASD"). Reference is specifically made to
Section 2000 of such Rules, which Section is incorporated herein by
reference. The signing of this Agreement and the purchase of Shares pursuant
hereto is a representation to us that you are a member in good standing of
the NASD and a properly registered broker-dealer under the Securities and
Exchange Act of 1934 (the "1934 Act"). Nothing in this Agreement shall be
deemed or construed to make you an employee, agent, representative or
partner of the Fund or of us and you are not authorized to act for us, or
for the Fund or to make any representations on our or its behalf. This
Agreement shall be in substitution for any prior agreement between us
regarding Shares of the Fund and shall terminate automatically in the event
of your ceasing to be member in good standing of the NASD or upon the
occurrence of any event affecting your registration as a broker-dealer under
the 1934 Act. This Agreement shall not be assignable to you.
11. Upon application to us, we will inform you as to the states and
jurisdictions in which we believe the Shares have been qualified for sale
under, or are exempt from the requirements of, the respective securities
laws of such states and jurisdictions, but we assume no responsibility or
obligation as to your right to sell Shares in any jurisdiction. You agree to
indemnify us and/or the Fund for any claim, liability expense or loss in any
way arising out of a sale of Shares in any State or Jurisdiction in which
such Shares are not so qualified or exempt.
12. You agree to indemnify us for any loss, including losses resulting from
changes in
Share prices, in connection with checks that are tendered to us for the
purchase of Shares and that are not paid when presented for payment to the
appropriate bank.
13. Except as otherwise noted, any notice to the other party hereto shall be
duly given if mailed via certified mail or telegraphed to such party at the
address thereof specified herein:
If to Triumph Fund, Inc.
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
If to you: Wheat First Securities, Inc.
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000 X. Xxxx Xxxxxx
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Xxxxxxxx, XX 00000
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By: D. Xxxxx Xxxxxx By: Xxxxxx X. Xxxxxxx
