EXHIBIT 99.B6A
UNIVERSAL CAPITAL INVESTMENT TRUST
DISTRIBUTION AGREEMENT
XXXXXX & ASSOCIATES, INC., a registered broker-dealer and a corporation
organized under the laws of the State of Illinois and having its principal
office and place of business in Oakbrook Terrace, Illinois ("Xxxxxx"), and
UNIVERSAL CAPITAL INVESTMENT TRUST, a Massachusetts business trust having its
principal office and place of business in Oakbrook Terrace, Illinois (the
"Trust") which offers shares of beneficial interest in one or more series,
hereby agree:
1. APPOINTMENT OF XXXXXX. The Trust hereby appoints Xxxxxx as its
exclusive agent to sell and distribute its shares ("Shares") at the offering
price thereof as from time to time determined in the manner herein provided.
Xxxxxx hereby accepts such appointment and agrees during the term of this
Distribution Agreement to provide the services and to assume the obligations
herein set forth. The Trust agrees that it will not, without Xxxxxx'x consent,
sell or agree to sell Shares otherwise than through Xxxxxx, except that (a) the
Trust may itself sell Shares as an investment to the trustees, officers,
directors and bona fide full-time employees of the Trust, Xxxxxx and the Trust's
investment adviser; and (b) the Trust may issue Shares in connection with a
merger, consolidation or acquisition of assets on such basis as may be
authorized or permitted under the Investment Company Act of 1940; provided that
in no event as to any of the foregoing exceptions shall Shares be issued and
sold at less than the net asset value thereof.
2. BASIS OF SALE OF SHARES. Xxxxxx does not agree to sell any specific
number of shares. Shares will be sold by Xxxxxx as agent for the Trust only
against orders therefor. Xxxxxx will not purchase Shares from anyone other than
the Trust except as agent for the Trust.
3. OFFERING PRICE. All Shares offered for sale by Xxxxxx shall be
offered for sale at a price per Share (the "Offering Price") equal to (a) the
net asset value per Share (determined in the manner set forth in the Agreement
and Declaration of Trust of the Trust) plus, (b) except as set forth in the then
current Prospectus relating to the Shares sold, a sales charge applicable to
Shares which shall be the percentage of the Offering Price of such Shares as set
forth in the then current effective Prospectus relating to the Shares sold. The
Offering Price, if not an exact multiple of one cent, shall be adjusted to the
nearest cent.
4. MANNER OF OFFERING. Xxxxxx will conform to the securities laws of any
jurisdiction in which it sells, directly or indirectly, any shares. Xxxxxx also
agrees to furnish to the Trust sufficient copies of any agreements, plans or
sales literature it intends to use in connection with any sales of Shares in
adequate time for the Trust to file and clear them with the proper authorities
before they are put in use, and not to use them until so filed and cleared.
Xxxxxx shall have the right to accept or reject orders for the purchase of
Shares. Any consideration which Xxxxxx may receive in connection with a
rejected purchase order will be returned promptly to the prospective purchaser.
The Trust or its transfer agent or shareholder servicing agent is authorized to
confirm sales of Shares on behalf of Xxxxxx. The Trust shall register or cause
to be registered all Shares sold by Xxxxxx pursuant to the provisions hereof in
such name or names and amounts as Xxxxxx may request from time to time and the
Trust shall issue or cause to be issued certificates evidencing such Shares for
delivery to Xxxxxx or pursuant to Xxxxxx'x direction if and to the extent that
the Trust contemplates the issuance of such share certificates. All shares of
the Trust, when so issued and paid for, shall be fully paid and nonassessable.
5. SECURITIES LAWS. The Trust has delivered to Xxxxxx a copy of the
current Prospectus(es) relating to Shares. The Trust agrees that it will use
its best efforts to continue the effectiveness of the Trust's Registration
Statement under the Securities Act of 1933. The Trust further agrees to prepare
and file any amendments to its Registration Statement as may be necessary and
any supplemental data in order to comply with the Securities Act of 1933. The
Trust has already registered under the Investment Company Act of 1940 as an
investment company, and it will use its best efforts to maintain such
registration and to comply with the requirements of said Act.
At Xxxxxx'x request, the Trust will take such steps as may be necessary and
feasible to qualify shares for sale in states, territories or dependencies of
the United States of America, in the District of Columbia and in foreign
countries, in accordance with the laws thereof, and to renew or extend any such
qualification; provided, however, that the Trust shall not be required to
qualify shares or to maintain the qualification of shares in any state,
territory, dependency, district or country where it shall deem such
qualification disadvantageous to the Trust.
Xxxxxx agrees that:
(a) Neither Xxxxxx nor any of Xxxxxx'x officers will take any long or
short position in the shares of the Trust, but this provision shall not prevent
Xxxxxx or Xxxxxx'x officers from acquiring shares of the Trust for investment
purposes only;
(b) Xxxxxx shall furnish to the Trust any pertinent information required
to be inserted with respect to Xxxxxx as principal underwriter of the Shares
within the purview of the Securities Act of 1933 in any reports or registration
statements required to be filed with any governmental authority; and
(c) Xxxxxx will not make any representations inconsistent with the
Registration Statement or Prospectus(es) relating to the Shares filed under the
Securities Act of 1933, as in effect from time to time.
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6. ALLOCATION OF EXPENSES.
(a) The Trust, either directly or through its investment adviser, will be
responsible for, and shall pay the expenses of:
(i) providing all necessary services, including fees and disbursements of
counsel, related to the preparation, setting in type, printing and filing of any
registration statement and/or prospectus(es) and statement(s) of additional
information required under the Securities Act of 1933, as amended, or under
state securities laws, covering the Shares, and all amendments and supplements
thereto, the mailing of any such prospectus(es) and statement(s) of additional
information to existing shareholders, and preparing, setting in type, printing
and mailing periodic reports to existing shareholders;
(ii) the cost of all registration or qualification fees;
(iii) the cost of preparing temporary and permanent share certificates
for shares of the Trust;
(iv) all Federal and state (if any) issue and/or transfer taxes payable
upon the issue by or transfer from the Trust to Xxxxxx of Shares distributed
hereunder; and
(v) all payments made pursuant to the Trust's distribution plan adopted
pursuant to rule 12b-1 under the Investment Company Act of 1940.
(b) Except for the payments described in paragraph 6(a)(v), above, Xxxxxx
shall bear all sales, promotion or distribution expenses in connection with the
distribution of Shares and shall be the sole judge of the extent to which sales
or promotion expenses shall be incurred. Expenses incurred in complying with
laws regulating the issue or sale of securities shall not be deemed to be sales,
promotion or distribution expenses. Xxxxxx agrees that, after the
prospectus(es), statement(s) of additional information and periodic reports have
been set in type, it will bear the expense of printing and distributing any
copies thereof which are to be used in connection with the offering of shares to
investors. Xxxxxx further agrees that it will bear the expenses of preparing,
printing and distributing any other literature used by Xxxxxx or furnished by it
for use in connection with the offering of Shares for sale to the public.
(c) The Trust will be responsible for, and shall pay the expenses of,
maintaining shareholder accounts and furnishing or causing to be furnished to
each shareholder a statement of his account.
7. XXXXXX AS INDEPENDENT CONTRACTOR. Xxxxxx shall be an independent
contractor. Xxxxxx is responsible for its own conduct, for the employment,
control and conduct of its agents and employees and for injury to such agents or
employees or to others through its agents or employees. Xxxxxx assumes full
responsibility for its agents and employees under applicable statutes and agrees
to pay all employer taxes thereunder.
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8. TERM OF AGREEMENT. This Distribution Agreement shall go into effect
on the date hereof and shall continue in effect until January 13, 1993, and
thereafter for successive periods of one year each if such continuance is
approved at least annually thereafter (i) either by an affirmative vote of a
majority of the outstanding shares of the Trust or by the Trustees, and (ii) in
either case by a majority of the Trustees who are not interested persons of
Xxxxxx or (otherwise than as Trustees) of the Trust, cast in person at a meeting
called for the purpose of voting on such approval. Written notice of
discontinuance of this Distribution Agreement may be given by either party to
the other upon not less than sixty (60) days notice.
9. ASSIGNMENT. This Distribution Agreement may not be assigned by Xxxxxx
and shall automatically terminate in the event of an attempted assignment by
Xxxxxx; provided, however, that Xxxxxx may employ or enter into agreements with
such other person, persons, corporation, or corporations, as it shall determine
in order to assist it in carrying out this Distribution Agreement.
10. INDEMNIFICATION BY XXXXXX. Xxxxxx agrees to indemnify and hold
harmless the Trust or any other person who has been, is, or may hereafter be an
officer, Trustee or employee of the Trust against any loss, damage or expense
reasonably incurred by any of them in connection with any claim or in connection
with any action, suit, or proceeding to which any of them may be a party, which
arises out of or is alleged to arise out of or is based upon any untrue
statement or alleged untrue statement of a material fact, or the omission or
alleged omission to state a material fact necessary to make the statements made
not misleading, on the part of Xxxxxx or any agent or employee of Xxxxxx or any
other person for whose acts Xxxxxx is responsible or is alleged to be
responsible, such as any dealer or person through whom sales are made pursuant
to an agreement with Xxxxxx, unless such statement or omission was made in
reliance upon written information furnished by the Trust. The term "expenses"
for purposes of this and the next paragraph includes attorneys fees and amounts
paid in satisfaction of judgments or in settlements which are made with Xxxxxx'x
consent. The foregoing rights of indemnification shall be in addition to any
other rights to which the Trust or a Trustee may be entitled as a matter of law.
11. INDEMNIFICATION BY TRUST. The Trust agrees to indemnify and hold
harmless Xxxxxx and each person who has been, is, or may hereafter be an
officer, director, employee or agent of Xxxxxx against any loss, damage or
expense reasonably incurred by any of them in connection with any claim or in
connection with any action, suit or proceeding to which any of them may be a
party, which arises out of or is alleged to arise out of or is based upon any
untrue or alleged untrue statement of material fact, or the omission or alleged
omission to state a material fact necessary to make the statements therein not
misleading, contained in a registration statement or prospectus, or any
amendment or supplement thereto, unless such statement or omission was made in
reliance upon written information furnished by Xxxxxx. The foregoing rights of
indemnification shall be in addition to any other rights to which Xxxxxx may be
entitled as a matter of law. Nothing contained herein shall relieve Xxxxxx of
any liability to the
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Trust or its shareholders to which Xxxxxx would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the performance of its
duties or reckless disregard of its obligations and duties hereunder.
12. NON-EXCLUSIVE AGREEMENT. The services of Xxxxxx to the Trust
hereunder shall not be deemed to be exclusive, and Xxxxxx shall be free to (a)
render similar services to, and act as underwriter or distributor in connection
with the distribution of shares of, other investment companies, and (b) engage
in any other businesses and activities from time to time.
13. AMENDMENT. This Distribution Agreement may be amended at any time by
mutual agreement in writing of the parties hereto, provided that any such
amendment is approved by a majority of the Trustees who are not interested
persons of Xxxxxx or by the holders of a majority of the outstanding shares of
the series of the Trust affected.
14. GOVERNING LAW. This Distribution Agreement shall be construed in
accordance with the laws of the State of Illinois.
15. LIMITATION OF LIABILITY. The obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the assets and
property of the Trust as provided in the Agreement and Declaration of Trust of
the Trust. The execution and delivery of this Agreement have been authorized by
the Trustees and shareholders of the Trust and signed by an authorized officer
of the Trust, acting as such, and neither such authorization by the Trustees and
shareholders nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally.
IN WITNESS WHEREOF, this Distribution Agreement has been executed for
Xxxxxx and the Trust by their duly authorized officers, as of January 14, 1991.
XXXXXX & ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
UNIVERSAL CAPITAL INVESTMENT TRUST
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, President
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