DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day
of October, 2004, by and among Summit Mutual Funds, Inc., a
Maryland corporation (the "Trust"), Summit Investment Partners,
Inc., an Ohio corporation (the "Adviser") 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
common shares ("Shares") in separate series, with each such
series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Adviser serves as the investment adviser for
the Trust and is duly registered under the Investment Advisers
Act of 1940, as amended, and any applicable state securities
laws, as an investment adviser; and
WHEREAS, the Trust desires to retain the Distributor as
principal underwriter in connection with the offering and sale
of the Shares of each series listed on Exhibit A hereto (as
amended from time to time) (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 NASD, Inc. (the "NASD");
and
WHEREAS, this Agreement has been approved by a vote of the
Trust's board of directors (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 Trust on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree
as follows:
1. Appointment of Quasar as the Distributor
The Trust hereby appoints the Distributor as its agent for
the sale and distribution of Shares of the 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 Funds on a
best efforts basis as agent for the Trust during the term of
this Agreement, upon the terms and at the current offering
price (plus sales charge, if any) described in the Prospectus.
As used in this Agreement, the term "Prospectus" shall mean the
current prospectus, including the statement of additional
information, as amended or supplemented, relating to the Funds
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 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 Trust. Such purchase orders shall be deemed effective at
the time and in the manner set forth in the Prospectus.
C. The Distributor, with the operational assistance of the
Trust's transfer agent, shall make Shares available for sale
and redemption through the National Securities Clearing
Corporation's Fund/SERV System.
D. In connection with all matters relating to this
Agreement, the Distributor agrees to comply with the
requirements of the 1933 Act, the 1934 Act, the 1940 Act, the
regulations of the NASD and all other applicable federal or
state laws and regulations. The Distributor acknowledges and
agrees that it is not authorized to provide any information or
make any representations other than as contained in the
Prospectus and any sales literature specifically approved by
the Trust and the Distributor.
E. The Distributor agrees to cooperate with the Trust or
its agent in the development of all proposed advertisements and
sales literature relating to the 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, shall 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. Any such agreement shall obligate such broker-dealers
to comply with applicable statutes, regulations and rules of
its self-regulatory organizations with respect to transactions
in Fund Share, including (without limitation) Section 22 of the
1940 Act and Rule 22c-1 thereunder. The form of any dealer
agreement shall be mutually agreed upon and approved by the
Trust and the Distributor. The Distributor may pay a portion
of any applicable sales charge, or allow a discount to a
selling broker-dealer, as described in the Prospectus or, if
not so described, as agreed upon with the broker-dealer. The
Distributor shall include in the forms of agreement with
selling broker-dealers a provision for the forfeiture by them
of their sales charge or discount with respect to Shares sold
by them and redeemed, repurchased or tendered for redemption
within seven (7) business days after the date of confirmation
of such purchases.
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.
3. Duties and Representations of the Trust
A. The Trust represents that it is duly organized and in
good standing under the law of its jurisdiction of organization
and is registered as an open-end management investment company
under the 1940 Act. The Trust agrees that it will act in
material conformity with its Articles of Incorporation, its By-
Laws, its Registration Statement, as may be amended from time
to time, and the resolutions and other instructions of its
Board. The Trust agrees to comply in all material respects
with the 1933 Act, the 1940 Act and all other applicable
federal and state laws and regulations. The Trust represents
and warrants that this Agreement has been duly authorized by
all necessary action by the Trust under the 1940 Act, state law
and the Trust's Articles of Incorporation 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
as permitted by the 1940 Act or the rules of the Securities and
Exchange Commission ("SEC"), including any and all applicable
interpretation of such by the staff of the SEC. The Trust
shall advise the Distributor promptly of any such
determination.
D. The Trust agrees to advise the Distributor promptly in
writing:
(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 Trust's
currently effective Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any
stop-order suspending the effectiveness of the Registration
Statement then in effect or the initiation of any proceeding
for that purpose;
(iii) of the happening of any event which makes untrue
any statement of a material fact made in the Prospectus or
which requires the making of a change in such Prospectus in
order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any
amendments to any Registration Statement or Prospectus, which
may from time to time be filed with the SEC.
E. The Trust shall file such reports and other documents as
may be required under applicable federal and state laws and
regulations. The Trust shall notify the Distributor in writing
of the states in which the Shares may be sold and shall notify
the Distributor in writing of any changes to such information.
F. The Trust agrees to file from time to time, such
amendments to its Registration Statement and Prospectus as may
be necessary in order that its Registration Statement and
Prospectus will not contain any untrue statement of material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading.
G. The Trust shall fully cooperate in the efforts of the
Distributor to sell and arrange for the sale of Shares and
shall make available to the Distributor a statement of each
computation of net asset value. In addition, the Trust shall
keep the Distributor fully informed of its affairs and shall
provide to the Distributor, from time to time, copies of all
information, financial statements and other papers that the
Distributor may reasonably request for use in connection with
the distribution of Shares, including without limitation,
certified copies of any financial statements prepared for the
Trust by its independent public accountants and such reasonable
number of copies of the most current Prospectus, statement of
additional information and annual and interim reports to
current shareholders as the Distributor may request. The Trust
shall forward a copy of any SEC filings, including the
Registration Statement, to the Distributor promptly after any
such filings. The Trust represents that it will not use or
authorize the use of any advertising or sales material unless
and until such materials have been approved and authorized for
use by the Distributor. Nothing in this Agreement shall
require the sharing or provision of materials protected by
privilege or limitation of disclosure, including any applicable
attorney-client privilege or trade secret materials.
H. The Trust represents and warrants that its Registration
Statement and any advertisements and sales literature prepared
by the Trust or its agent (excluding statements based upon
written information furnished by or on behalf of the
Distributor) 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 (1) the disclosure in the Trust's
Prospectus and Registration Statement, as amended from time to
time, (2) the 1933 Act, the 1934 Act, the 1940 Act and the
regulations thereunder, and (3) all other applicable federal
and state laws, regulations and rules of self-regulatory
organizations. 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 Trust promptly in
writing of the initiation of any proceedings against it by the
SEC or its staff, the NASD or any state regulatory authority.
5. Compensation
As compensation for the services performed and the expenses
assumed by Distributor under this Agreement including, but not
limited to, any commissions paid for sales of Shares,
Distributor shall be entitled to the fees and expenses set
forth in Exhibit B hereto (as amended from time to time), which
are payable promptly after the last day of each month. Such
fees and expenses shall be paid to Distributor by the Trust
from Rule 12b-1 fees payable by the appropriate Fund or, if the
Fund does not have a Rule 12b-1 plan, or if Rule 12b-1 fees are
not sufficient to pay such fees and expenses, or if the Rule
12b-1 plan is discontinued, or if the Adviser otherwise
determines that Rule 12b-1 fees shall not, in whole or in part,
be used to pay Distributor, the Adviser shall be responsible
for the payment of the amount of such fees and expenses not
covered by Rule 12b-1 payments.
6. Expenses
A. The Trust or the Fund shall bear all costs and expenses
in connection with the registration of its Shares with the SEC
and its related compliance with state securities laws, as well
as all costs and expenses in connection with the offering of
the Shares and communications with shareholders of its 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
to current shareholders; (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) notice and/or registration
fees in such jurisdictions as shall be selected by the Trust
pursuant to Section 3(E) hereof. The parties agree that the
Trust shall not finance any activity that is primarily intended
to result in the sale of Fund Shares other than through
payments made pursuant to a Rule 12b-1 plan.
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 Trust shall indemnify, defend and hold the
Distributor and each of its present or former members,
officers, employees, representatives and any person who
controls or previously controlled the Distributor within the
meaning of Section 15 of the 1933 Act, free and harmless from
and against any and all losses, claims, demands, liabilities,
damages and expenses (including the costs of investigating or
defending any alleged losses, claims, demands, liabilities,
damages or expenses and any reasonable counsel fees incurred in
connection therewith) (collectively, "Losses") that the
Distributor, each of its present and former members, officers,
employees or representatives or any such controlling person,
may incur under the 1933 Act, the 1934 Act, any other statute
(including Blue Sky laws) or any rule or regulation thereunder,
or under common law or otherwise, arising out of or based upon
any untrue statement, or alleged untrue statement of a material
fact contained in the Registration Statement or any Prospectus,
as from time to time amended or supplemented, or in any annual
or interim report to shareholders, or in any advertisements or
sales literature prepared by the Trust or its agent, or arising
out of or based upon any omission, or alleged omission, to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or
based upon the Trust's failure to comply with the terms of this
Agreement or applicable law; provided, however, that the
Trust's obligation to indemnify the Distributor and any of the
foregoing indemnitees shall not be deemed to cover any Losses
arising out of any untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration
Statement, Prospectus, annual or interim report, or any such
advertisement or sales literature in reliance upon and in
conformity with information relating to the Distributor and
furnished to the Trust or its counsel by or on behalf of the
Distributor in writing.. The Trust's agreement to indemnify
the Distributor, and any of the foregoing indemnitees, as the
case may be, with respect to any action, is expressly
conditioned upon the Trust being notified of such action or
claim of loss brought against the Distributor, or any of the
foregoing indemnitees, within a reasonable time after the
summons or other first legal process giving information of the
nature of the claim shall have been served upon the
Distributor, or such person, unless the failure to give notice
does not prejudice the Trust. Such notification shall be given
by letter or by telegram addressed to the Trust's President,
but the failure so to notify the Trust of any such action shall
not relieve the Trust from any liability which the Trust may
have to the person against whom such action is brought by
reason of any such untrue, or alleged untrue, statement or
omission, or alleged omission, otherwise than on account of the
Trust's indemnity agreement contained in this Section 7(A).
B. The Trust shall be entitled to participate at its own
expense in the defense, or if it so elects, to assume the
defense of any suit brought to enforce any such Losses, but if
the Trust elects to assume the defense, such defense shall be
conducted by counsel chosen by the Trust and approved by the
Distributor, which approval shall not be unreasonably withheld.
In the event the Trust elects to assume the defense of any such
suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the reasonable fees and
expenses of any additional counsel retained by them. If the
Trust does not elect to assume the defense of any such suit, or
in case the Distributor does not, in the exercise of reasonable
judgment, approve of counsel chosen by the Trust, or if under
prevailing law or legal codes of ethics, the same counsel
cannot effectively represent the interests of both the Trust
and the Distributor, and each of its present or former members,
officers, employees, representatives or any controlling person,
the Trust will reimburse the indemnified person or persons
named as defendant or defendants in such suit, for the
reasonable fees and expenses of any counsel retained by
Distributor and them. The Trust's indemnification agreement
contained in Sections 7(A) and 7(B) herein shall remain
operative and in full force and effect regardless of any
investigation made by or on behalf of the Distributor, and each
of its present or former members, officers, employees,
representatives or any controlling person, and shall survive
the delivery of any Shares and the termination of this
Agreement. This agreement of indemnity will inure exclusively
to the Distributor's benefit, to the benefit of each of its
present or former members, officers, employees or
representatives or to the benefit of any controlling persons
and their successors. The Trust agrees promptly to notify the
Distributor of the commencement of any litigation or
proceedings against the Trust or any of its officers or
directors in connection with the issue and sale of any of the
Shares.
C. The Trust shall advance attorneys' fees and other
expenses incurred by any person in defending any claim, demand,
action or suit which is the subject of a claim for
indemnification pursuant to this Section 7 to the maximum
extent permissible under applicable law and the provisions of
the Trust's Articles of Incorporation and By-laws.
D. The Distributor shall indemnify, defend and hold the
Trust and each of its present or former directors, officers,
employees, representatives and any person who controls or
previously controlled the Trust within the meaning of Section
15 of the 1933 Act, free and harmless from and against any and
all Losses that the Trust, each of its present or former
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 Trust's
Registration Statement or any Prospectus, as from time to time
amended or supplemented, or arising out of or based upon
Distributor's failure to comply with the terms of this
Agreement or applicable law, or the omission, or alleged
omission, to state therein a material fact required to be
stated therein or necessary to make the statement not
misleading, but only if such statement or omission was made in
reliance upon, and in conformity with, written information
relating to the Distributor and furnished to the Trust or its
counsel by or on behalf of the Distributor. The Distributor's
agreement to indemnify the Trust, and any of the foregoing
indemnitees, is expressly conditioned upon the Distributor
being notified of any action or claim of loss brought against
the Trust, and any of the foregoing indemnitees, such
notification to be given by letter or telegram addressed to the
Distributor's President, within a reasonable time after the
summons or other first legal process giving information of the
nature of the claim shall have been served upon the Trust or
such person unless the failure to give notice does not
prejudice the Distributor, but the failure so to notify the
Distributor of any such action shall not relieve the
Distributor from any liability which the Distributor may have
to the person against whom such action is brought by reason of
any such untrue, or alleged untrue, statement or omission,
otherwise than on account of the Distributor's indemnity
agreement contained in this Section 7(D).
E. The Distributor shall be entitled to participate at its
own expense in the defense or if it so elects, to assume the
defense of any suit brought to enforce any such loss, claim,
demand, liability, damage or expense, but if the Distributor
elects to assume the defense, such defense shall be conducted
by counsel chosen by the Distributor and approved by the Trust,
which approval shall not be unreasonably withheld. In the
event the Distributor elects to assume the defense of any such
suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the fees and expenses of any
additional counsel retained by them. If the Distributor does
not elect to assume the defense of any such suit, or in case
the Trust does not, in the exercise of reasonable judgment,
approve of counsel chosen by the Distributor, or reasonable
fees and expenses of any if under prevailing law or legal codes
of ethics, the same counsel cannot effectively represent the
interests of both the Trust and the Distributor, and each of
its present or former members, officers, employees,
representatives or any controlling person, the Distributor will
reimburse the indemnified person or persons named as defendant
or defendants in such suit, for the counsel retained by the
Trust and them. The Distributor's indemnification agreement
contained in Sections 7(D) and 7(E) herein shall remain
operative and in full force and effect regardless of any
investigation made by or on behalf of the Trust, and each of
its present or former 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. The Distributor 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 and the provisions of
the Trust's Articles of Incorporation and By-laws.
G. 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, judicial decisions, or SEC staff
statements regarding public policy; PROVIDED, HOWEVER, in such
event indemnification shall be provided under this Section 7 to
the maximum extent so permissible. The provisions of this
Section 7 shall survive the termination of this Agreement.
8. Obligations of the Trust
This Agreement is executed by and on behalf of the Trust
and the obligations of the Trust hereunder are not binding upon
any of the directors, officers or shareholders of the Trust
individually, but are binding only upon the Trust 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 up to two
(2) years from the date hereof. Thereafter, if not terminated,
this Agreement shall continue in effect automatically as to a
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 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 more than sixty (60) days' written
notice, by either the Trust upon the vote of a majority of the
members of its Board Trustor 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 a vote cast in
person at a meeting for the purpose of voting on such
amendment. In the event that such amendment affects the
Adviser, the written instrument shall also be signed by the
Adviser. This Agreement will automatically terminate in the
event of its assignment.
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 Trust and prior, present or
potential shareholders of the Trust as confidential, and not to
use such records for any purpose other than performance of the
Distributor's responsibilities and duties under this Agreement,
except after notification and prior approval by the Trust,
which approval shall not be unreasonably withheld, and may not
be withheld where the Distributor may be exposed to civil or
criminal proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, when
subject to governmental or regulatory audit or investigation,
or when so requested by the Trust. Records and information
that have become known to the public through no wrongful act of
the Distributor or any of its employees, agents or
representatives shall not be subject to this paragraph.
In accordance with Regulation S-P, the Distributor will not
disclose any non-public personal information, as defined in
Regulation S-P, received from the Trust or any Fund regarding
any Fund consumer or customer except as permitted by the
Trust's primary policy; provided, however, that the Distributor
may disclose such information to any party as necessary in the
ordinary course of business to carry out the purposes for which
such information was disclosed to the Distributor, or as may be
required by law. The Distributor agrees to use reasonable
precautions to protect and prevent the unintentional disclosure
of such non-public personal information.
12. Anti-Money Laundering Program
The Distributor represents and warrants that it: (i) has
adopted an anti-money laundering compliance program ("AML
Program") that satisfies the requirements of all applicable
laws and regulations; (ii) undertakes to carry out its AML
Program to the best of its ability; and (iii) will promptly
notify the Trust and the Adviser if an inspection by the
appropriate regulatory authorities of its AML Program
identifies any material deficiency, and (iv) 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:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
notice to the Trust shall be sent to:
Summit Mutual Funds, Inc.
Attn: Xxxxxx X. Xxxxxxxxxxxx
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxx 00000
and notice to the Adviser shall be sent to:
Summit Investment Partners, Inc.
Attn: Xxxxxx X. Xxxxxxxxxxxx
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxx 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.
SUMMIT MUTUALS FUNDS, INC. QUASAR DISTRIBUTORS, LLC
By: /S/ Xxxxxx X. Xxxxxxxxxxxx By: /S/ Xxx Xxxxxxxxx
-------------------------- ------------------------
Xxxxxx X. Xxxxxxxxxxxx Xxx Xxxxxxxxx
Title: President, Director, Title: President
Chief Executive Officer
SUMMIT INVESTMENT PARTNERS, INC.
By: /S/ Xxxxxx X. Xxxxxxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxxxxxx
Title: President, Director,
Chief Executive Officer
Exhibit A
to the
Distribution Agreement
Fund Names
Separate Series of Summit Mutual Funds, Inc.
Name of Series Date Added
APEX SERIES
Nasdaq-100 Index Fund
Total Social Impact Fund
Everest Fund
Bond Fund
Short-term Government Fund
Money Market Fund
High Yield Bond Fund
Exhibit B
to the
Distribution Agreement
Apex Series Funds
QUASAR DISTRIBUTORS, LLC
ANNUAL FEE SCHEDULE
1. BASIC MEDALLION DISTRIBUTION SERVICES*
o 1 basis point of the Fund's average daily net assets
o Minimum annual fee - $4,000 per fund per year
2. ONE INTERNAL WHOLESALER TO SUPPORT SUMMIT INVESTMENT
PARTNERS
$30,000 per year
ADVERTISING COMPLIANCE REVIEW/NASD FILINGS
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.)
FUND FACT SHEETS
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, production fee.
OUT-OF-POCKET EXPENSES
Reasonable out-of-pocket expenses incurred by the Distributor
in connection with activities primarily intended to result in
the sale of Shares, including, without limitation:
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.
Apex Series Funds
QUASAR DISTRIBUTORS, LLC
Services
1. BASIC MEDALLION DISTRIBUTION SERVICES*
o Quasar 50-state NASD licensed limited purpose mutual
fund distributor broker dealer
o Review and execute third party selling and servicing
agreements with broker dealers, supermarkets, banks,
insurance companies, 401(k) TPAs and additional
intermediary firms
o NASD principal review and filing of advertising and
sales literature
o Sponsorship of the Fund products for NSCC services
o Provide NASD compliance assistance in all Fund marketing
and sales activities
2. ONE INTERNAL WHOLESALER TO SUPPORT SUMMIT INVESTMENT
PARTNERS
o Outbound calling services utilizing Quasar's internal
dealer agreement database to qualify potential dealers
for ASF selling agreements
o Outbound calling services utilizing Quasar's S&P
database of RIA's to qualify potential RIA's for ASF
distribution
o Identify advertising opportunities utilizing Quasar's
database of financial publication media kit information to
identify opportunities for ASF advertising
[footer for exhibit b]
U.S. Bancorp Fund Services, LLC
(Confidential - Pricing Valid for 45 days)
