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Exhibit 99(m)(v)
FAIRPORT FUNDS
Agreement Pursuant to Plan of Distribution Under Rule 12b-1
Xxxxxxxx Research Corp. (RRC) is the distributor of the shares of
beneficial interest of Fairport Midwest Growth Fund, Fairport Growth and Income
Fund, and Fairport Government Securities Fund (each a "Fund"), each of which is
a separate series of Fairport Funds, a registered investment company under the
Investment Company Act of 1940 (the "Trust"). Xxxxxxxx & Company, Inc. (RCI) is
the investment adviser for each Fund. The Trust has adopted a Plan of
Distribution pursuant to Rule 12b-1 (a "Plan") under the Investment Company Act
of 1940, as amended (the "Act") pursuant to which RRC is authorized to make
payments for activities and expenses intended to result in the sale of each
Fund's shares or to assist shareholders of the Fund's shares. This Agreement
will confirm our understanding under which RRC will make payments to you for
activities authorized by the Plan and under which RCI will make additional
payments to you for such activities.
To the extent that you provide services to customers who may, from time
to time, directly or beneficially own shares of a Fund ("Clients"), including
(i) if you are a licensed broker-dealer, providing assistance with respect to
the distribution of shares, including the distribution of prospectuses and sales
literature to new investors ("Distribution Assistance") or (ii) if you are
providing personal services to shareholders, including answering routine
customer inquiries regarding such Fund, assisting customers in changing dividend
options, account designations and addresses, assisting in the establishment and
maintenance of customer accounts records, and in the processing of purchase and
redemption transactions, investing dividends and capital gains distributions
automatically in shares and providing such other service as the Fund or customer
reasonably request ("Shareholder Services"), RCI will make monthly payments to
you in an amount equal to the following percentage (determined on an annual
basis) of the Fund's average daily net asset value per share, multiplied by the
number of shares of such Fund owned by your Clients: .10% for Shareholder
Services, and RRC will make monthly payments to you in an amount equal to the
following percentage (determined on an annual basis) of the Fund's average daily
net asset value per share, multiplied by the number of shares of such Fund owned
by your Clients: .25% for Shareholder Services, for a total of .35%. Such
payments shall be made by the 10th day of the month following the month for
which such compensation is determined. You will bear, without reimbursement, any
expenses incurred by you in rendering the foregoing services.
Notwithstanding the above, RRC and RCI, respectively, will accrue such
fees until such time as Clients of yours have invested in such Fund a share
value of at least $100,000, at which time all accrued 12b-1 payments and other
payments will be paid to you; provided, however, that such fees will not accrue
for more than a trailing 12-month period.
We agree that instructions to purchase or redeem shares
("Instructions") shall be deemed to have been received by us as of the day on
which the Instructions were placed by you with the Fund or its designated agent
("Trade Date"), if such Instructions are received by you from a Client, or from
a person having discretion over the Client's account, prior to the earlier of
4:00 p.m. Eastern Time or the close of regular trading on the New York Stock
Exchange (the "Valuation Time") on a Business Day (as that term is defined in
the Funds' most current
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prospectus) and transmitted to the Fund's designated agent no later than 8:30
a.m. Eastern Time, on the next Business Day following such Trade Date ("Cut-Off
Time"). You understand that Instructions received in proper form by the Funds'
designated agent after the Cut-Off Time on any Business Day shall be treated as
if received by the Funds' designated agent on such Business Day. You have
advised us that you have implemented control procedures reasonably designed to
limit the transmission of orders with respect to any Business Day to those
orders actually received before the Valuation Time on any such Business Day. You
will, within 10 business days after a written request, provide a description of
such control procedures and any records created in the implementation of such
procedures to the Trust.
Except for the limited purpose in the immediately preceding paragraph,
nothing in this Agreement shall be deemed or construed to make you an employee,
agent, representative or partner of RRC, RCI, the Trust or of the Funds or any
affiliates thereof, and neither you nor any of your affiliates is authorized to
act for RRC, RCI, the Trust, the Funds or any affiliates thereof or to make any
representations on behalf of any of them. Without limiting the foregoing
sentence and except as provided in the immediately preceding paragraph, this
Agreement does not constitute you an agent of RRC, RCI, the Trust, the Funds or
any affiliates thereof for purposes of selling, redeeming or exchanging Shares
and to the extent you are involved in the purchase, redemption or exchange of
Shares, such involvement will be as agent of your Client.
This Agreement shall not take effect as to any Fund until it has been
approved by votes of a majority of both (a) the Board of Trustees of the Trust
and (b) those Trustees of the Trust who are not "interested persons" of the
Trust (as defined in the Act) and have no direct or indirect financial interest
in the operation of the Plan or any agreements related to it (the "Rule 12b-1
Trustees"), cast in person at a meeting called for the purpose of voting on the
Plan or any such agreements.
This Agreement is subject to annual approval by votes of a majority of
both (a) the Board of Trustees of the Trust and (b) the Rule 12b-1 Trustees,
cast in persons at a meeting called for purpose of voting on the Plan or such
agreements. This Agreement shall continue in effect for a period of more than
one year from the date of its execution or adoption only so long as such
continuance is specifically approved at least annually in the manner just
stated.
This Agreement may be terminated as to any Fund at any time without the
payment of any penalty by vote of majority of the Rule 12b-1 Trustees of the
Trust, or by a vote of a majority of the outstanding securities of such Fund,
upon sixty days within notice to you.
This Agreement shall terminate automatically in the event of its
assignment, as that term is defined in the Act and the rules adopted thereunder.
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Please indicate your agreement to the terms of this Agreement by
signing and returning a copy to:
Xxxxxxxx Research Corp. Xxxxxxxx & Company, Inc.
0000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000 Xxxxxxxxx, Xxxx 00000
Xxxxxxxx Research Corp. Xxxxxxxx & Company, Inc.
By: By:
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Date Date
ACCEPTED AND AGREED:
PNC Bank, National Association
By:
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Date
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