DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 20th day of December
2001, by and among Fort Pitt Capital Funds, a Delaware business trust (the
"Trust"), Fort Pitt Capital Group, Inc. a Pennsylvania corporation (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;
WHEREAS, the Advisor is duly registered under the Investment Advisers Act
of 1940, as amended, and any applicable state securities laws, as an investment
advisor;
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) (each a "Fund",
collectively the "Funds");
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");
WHEREAS, this Agreement has been approved by a vote of the Trust's board of
trustees ("Board") and by a majority of the trustees who are not "interested"
persons of the Trust, 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 each 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 Funds on a best efforts
basis as agent (solely for the purpose of accepting orders for the purchase and
redemption of Fund-Shares, and for no other purpose) for the Trust during the
term of this Agreement, upon the terms and at the current offering price (plus
the front-end or deferred 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 each 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 0000 Xxx.
B. During the continuous public offering of Shares of each Fund, the
Distributor will hold itself available to receive orders, in such form as
required by the Trust and satisfactory to the Distributor, for the purchase of
Shares of the Funds 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 act in conformity with the Trust's Agreement and
Declaration of Trust and By-Laws and with the instructions of the Board and 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 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 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 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 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 Funds. 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
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
business days after the date of confirmation of such purchases.
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 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.
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 each 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 Trust
A. The Trust represents that it is duly organized and in good standing
under the law of its jurisdiction of organization and 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, By-Laws, its
Registration Statement as may be amended from time to time and 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 Agreement and 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 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 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 permitted by the 1940 Act or the rules of the Securities
and Exchange Commission ("SEC"). The Trust shall advise the Distributor promptly
of any such determination.
D. The Trust 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;
(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 which may relate to the continued
availability for sale of the Shares of the Fund(s), 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 with the appropriate authorities 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 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, copies of any audited 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 and the Distributor represent that they 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 other party.
H. The Trust represents and warrants that its Registration Statement and
any advertisements and sales literature of the Trust (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. 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, or if the Advisor determines that the Trust shall
not pay such fees and expenses, in whole or in part, the Advisor shall be
responsible for the payment of the amount of such fees and expenses not paid by
the Trust. Any fees paid by the Trust to the Distributor may be made pursuant to
the Trust's Rule 12b-1 plan.
5. Expenses
A. The Trust shall bear all costs and expenses in connection with
registration of the Shares with the SEC and 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 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 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.
6. Indemnification
A. The Trust shall indemnify, defend and hold the Distributor, and each of
its members, officers, employees, representatives and any person who controls
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
losses, liabilities, damages or expenses and any reasonable counsel fee incurred
in connection therewith) which 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 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 advertisement or sales literature, or arising out of or based upon any
omission, omission, to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; 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, claims, demands,
liabilities, damages or expenses arising out of any untrue statement or 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 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. In no event shall anything contained herein be so construed
as to protect Distributor against any liability to the Trust or its shareholders
to which Distributor would otherwise be subject to reason or willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations under this Agreement.
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 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 unless the failure to notify the Trust
serves to prejudice the Trust, such 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
statement or omission, otherwise than on account of the Trust's indemnity
agreement contained in this Section 6(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 loss, claim, demand, liability, damage or expense, subject to
this Agreement. If the Trust elects to assume the defense of any such claim,
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 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 the indemnified
defendants. The Trust's indemnification agreement contained in Sections 6(A) and
6(B) 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 directors in connection with the issue and sale
of any of the Shares.
C. The Trust shall advance attorney's 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 6 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, claims, demands, liabilities, damages and expenses (including the costs
of investigation or defending any liabilities, damages or expenses, and any
reasonable counsel fee incurred in connection therewith) which the Trust, and
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, based upon the Distributor's failure to adhere to
its obligations hereunder, or, in connection with the Distributor's performance
of its duties hereunder, based upon Distributor's violation or alleged violation
of any rule of the NASD or of the SEC or any other jurisdiction wherein Shares
of the Funds are sold, or arising out of or based upon any 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
the 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's being notified of
any action 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 statement or omission, otherwise than on account of the
Distributor's indemnity agreement contained in this Section 6(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, subject to
this Agreement. If the Distributor elects to assume the defense of any such
claim 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, 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 reasonable fees and expenses of any counsel retained by the
Trust and the indemnified defendants. The Distributor's indemnification
agreement contained in Sections 6(D) and (E) 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 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 Trust'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 Trust 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 6 to the maximum
extent so permissible.
7. Limitation of Liability
The Board and shareholders of the Trust shall not be personally liable for
obligations of the Trust in connection with any matter arising from or in
connection with this Agreement. 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 and no such
person shall be individually liable with respect to any action or inaction
resulting from this Agreement.
8. Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original agreement but all of which counterparts shall
together constitute but one and the same instrument.
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 years from the date hereof.
Thereafter, if not terminated, this Agreement shall continue automatically in
effect 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 a 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 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 60 days' written notice, by either
the Trust through a vote of a majority of the members of the 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 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 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 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.
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 which 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 Section 248.11 of Regulation S-P (17 CFR 248.1-248.30),
the Distributor will not directly or indirectly through an affiliate, disclose
any non-public personal information, as defined in Reg. S-P, received from the
Trust regarding any shareholder, to any person that is not affiliated with the
Trust or with the Distributor and, provided that, any such information disclosed
to an affiliate of the Distributor shall be under the same limitations on
non-disclosure.
12. 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.
13. 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 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 set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
notice to the Trust shall be sent to:
Fort Pitt Capital Funds
Xxxxxx Plaza Eleven
000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
notice to the Advisor shall be sent to:
Fort Pitt Capital Group, Inc. Xxxxxx Plaza Eleven
000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 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.
FORT PITT CAPITAL FUNDS QUASAR DISTRIBUTORS, LLC
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
-------------------- -------------------------
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxx
Title: President Title: Senior Vice President
FORT PITT CAPITAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Xxxxxx X. Xxxxxx
Title: President
Exhibit A
to the
Distribution Agreement
Fund Names
Separate Series of Fort Pitt Capital Funds
Name of Series Date Added
Fort Pitt Capital Total Return Fund
Exhibit B
to the
Distribution Agreement
Fee Schedule
Basic Distribution Services
Greater of:
o 1 basis point (.01%) of the Fund's average daily net assets; or
o Minimum annual fee: first series -- $15,000 (See Note below); each
additional series -- $3,000
Note - The annual minimum fee will be reduced to $7,000 for each of the first 3
years of the Fund's operations. The greater of the annual minimum or 1 basis
point charge on assets apply to any given month during the first 3 years. In the
fourth year of the Fund's operations, the minimum fee will be returned to the
annual minimum fee stated above.
Advertising Compliance Review/NASD Filings
o $150 per marketing piece 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)
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. NASDR may not accept expedited request.)
Licensing (or Maintaining license) of Investment Advisor's Staff (if desired)
o $500 per year per Series 6 or 7 representative
o All associated NASD and State fees for Registered Representatives,
including license and renewal fees.
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:
o Typesetting, printing and distribution of Prospectuses and shareholder
reports
o Production, printing, distribution and placement of advertising and sales
literature and materials
o Engagements 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 filing fees
o Record retention
o Travel, lodging and meals
Fees are billed monthly
