▇▇▇▇▇▇▇▇ INVESTMENT TRUST
----------------------------
DEALER'S AGREEMENT
Ultimus Fund Distributors, LLC ("Distributor") invites you, as a selected
dealer, to participate as principal in the distribution of shares (the "Shares")
of the mutual funds set forth on Schedule A to this Agreement (the "Funds"), of
which it is the exclusive underwriter. Distributor agrees to sell to you,
subject to any limitations imposed by the Funds, Shares issued by the Funds and
to promptly confirm each sale to you. All sales will be made according to the
following terms:
1. All offerings of any of the Shares by you must be made at the public
offering prices, and shall be subject to the conditions of offering, set forth
in the then current prospectus of the Funds (the "Prospectus") and to the terms
and conditions herein set forth, and you agree to comply with all requirements
applicable to you of all applicable laws, including federal and state securities
laws, the rules and regulations of the Securities and Exchange Commission, and
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. (the "NASD"), including Section 24 of the Rules of Fair Practice of the
NASD. You will not offer the Shares for sale in any state or other jurisdiction
where they are not qualified for sale under the Blue Sky Laws and regulations of
such state or jurisdiction, or where you are not qualified to act as a dealer.
Upon application to Distributor, Distributor will inform you as to the states or
other jurisdictions in which Distributor believes the Shares may legally be
sold.
2. You hereby authorize Distributor to act as your agent in connection with
all transactions in open accounts in which you are designated as Dealer of
Record. With respect to purchases of shares in such accounts, you will be
entitled to receive the sales commissions, if any, described in the Prospectus.
All designations as Dealer of Record, and all authorizations of Distributor to
act as your agent pursuant thereto, shall cease upon the termination of this
Agreement or upon the investor's instructions to transfer his open account to
another Dealer of Record.
3. Distributor reserves the right to cancel this Agreement at any time
without notice if any Shares shall be offered for sale by you at less than the
then current public offering prices determined by, or for, the Funds.
4. All orders are subject to acceptance or rejection by Distributor in its
sole discretion. The Distributor reserves the right, in its discretion, without
notice, to suspend sales or withdraw the offering of Shares entirely.
5. Payment shall be made to the Funds and shall be received by its transfer
agent within three (3) business days after the acceptance of your order or such
shorter time as may be required by law. With respect to all Shares ordered by
you for which payment has not been received, you hereby assign and pledge to
Distributor all of your right, title and interest in such Shares to secure
payment therefor. You appoint Distributor as your agent to execute and deliver
all documents necessary to effectuate any of the transactions described in this
paragraph. If such payment is not received within the required time period,
Distributor
-1-
reserves the right, without notice, and at its option, forthwith (a) to cancel
the sale, (b) to sell the Shares ordered by you back to the Funds, or (c) to
assign your payment obligation, accompanied by all pledged Shares, to any
person. You agree that Distributor may hold you responsible for any loss,
including loss of profit, suffered by the Funds, its transfer agent or
Distributor, resulting from your failure to make payment within the required
time period.
6. No person is authorized to make any representations concerning Shares of
the Funds except those contained in the current applicable Prospectus and
Statement of Additional Information and in sales literature issued and furnished
by Distributor supplemental to such Prospectus. Distributor will furnish
additional copies of the current Prospectus and Statement of Additional
Information and such sales literature and other releases and information issued
by Distributor in reasonable quantities upon request.
7. Under this Agreement, you act as principal and are not employed by
Distributor as broker, agent or employee. You are not authorized to act for
Distributor nor to make any representation on its behalf; and in purchasing or
selling Shares hereunder, you rely only upon the current Prospectus and
Statement of Additional Information furnished to you by Distributor from time to
time and upon such written representations as may hereafter be made by
Distributor to you over its signature.
8. You appoint the transfer agent for the Funds as your agent to execute
the purchase transactions of Shares in accordance with the terms and provisions
of any account, program, plan or service established or used by your customers
and to confirm each purchase to your customers on your behalf, and you guarantee
the legal capacity of your customers purchasing such Shares and any co-owners of
such Shares.
9. You will (a) maintain all records required by law relating to
transactions in the Shares, and upon the request of Distributor, or the request
of the Funds, promptly make such records available to Distributor or to the
Funds as are requested, and (b) promptly notify Distributor if you experience
any difficulty in maintaining the records required in the foregoing clause in an
accurate and complete manner. In addition, you will establish appropriate
procedures and reporting forms and schedules, approved by Distributor and by the
Funds, to enable the parties hereto and the Funds to identify all accounts
opened and maintained by your customers.
10. Each party hereto represents that it is presently, and, at all times
during the term of this Agreement, will be, a member in good standing of the
NASD and agrees to abide by all its Rules of Fair Practice including, but not
limited to, the following provisions:
(a) You shall not withhold placing customers' orders for any Shares so as
to profit yourself as a result of such withholding. You shall not purchase any
Shares from Distributor other than for investment, except for the purpose of
covering purchase orders already received.
(b) All conditional orders received by Distributor must be at a specified
definite price.
(c) Neither Distributor, as exclusive underwriter for the Funds, nor you as
principal, shall purchase any Shares from a record holder at a price lower than
the net asset value then quoted by, or for, the Funds.
-2-
Nothing in this sub-paragraph shall prevent you from selling Shares for the
account of a record holder to Distributor or the Funds at the net asset value
currently quoted by, or for, the Funds and charging the investor a fair
commission for handling the transaction.
(d) You warrant on behalf of yourself and your registered representatives
and employees that any purchase of Shares at net asset value by the same
pursuant to the terms of the Prospectus of the Funds is for investment purposes
only and not for purposes of resale. Shares so purchased may be resold only to
the Fund which issued them.
11. Distributor represents that (a) the Funds are properly registered
pursuant to the Investment Company Act of 1940; (b) that the Shares are properly
registered under the Securities Act of 1933; (c) that the registration statement
and Prospectus comply in all material respects with the provisions of the
Securities Act of 1933, including the rules and regulations promulgated
thereunder, and do not contain any untrue statement of material fact nor omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and (d) Distributor is not aware of any
investigation commenced by the Securities and Exchange Commission or any other
regulatory or self-regulatory organization, or any proceeding or threatened
proceeding, that concerns the Funds.
12. You agree that you will indemnify Distributor, the Funds, the Funds'
transfer agent, the Funds' investment adviser, and the Funds' custodian and hold
such persons harmless from any claims or assertions relating to the lawfulness
of your participation in this Agreement and the transactions contemplated hereby
or relating to any activities of any persons or entities affiliated with you
which are performed in connection with the discharge of your responsibilities
under this Agreement. If any such claims are asserted, the indemnified parties
shall have the right to engage in their own defense, including the selection and
engagement of legal counsel of their choosing, and all costs of such defense
shall be borne by you.
13. Distributor shall indemnify, defend and hold harmless you and each of
your affiliates, directors, officers, employees and agents and each person who
controls you within the meaning of the Securities Act of 1933, as amended
(collectively, the "Indemnified Parties") from and against any and all losses
insofar as such losses arise out of or are based upon (1) Distributor's
negligence, willful misconduct or violation of applicable law in the performance
of its duties and obligations under the Agreement, (2) any untrue or alleged
untrue statement of a material fact contained in the registration statement,
Prospectus or Statement of Additional Information of the Funds or any
promotional material or other information furnished to the Indemnified Parties,
in writing, for distribution to the shareholders, and (3) any material breach by
Distributor of a representation, warranty or covenant made in this Agreement.
Distributor shall also reimburse the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending against such losses. This indemnity provision is in addition to any
other liability which Distributor may otherwise have. Promptly after receipt by
an Indemnified Party of notice of the commencement of an investigation, action,
claim or proceeding, such Indemnified Party will, if a claim in respect thereof
is to be made against Distributor under this section, notify Distributor of the
commencement thereof, but the omission so to notify Distributor will not relieve
it from any liability which it may have to any Indemnified Party otherwise than
under this section. In case any such action is brought against any Indemnified
Party, and it has notified Distributor of the commencement thereof, Distributor
will be entitled to
-3-
participate therein and, to the extent that it may wish, assume the defense
thereof, with counsel satisfactory to such Indemnified Party. After notice from
Distributor of its intention to assume the defense of an action, the Indemnified
Party shall bear the expenses of any additional counsel obtained by it, and
Distributor shall not be liable to such Indemnified Party under this section for
any legal or other expenses subsequently incurred by such Indemnified Party in
connection with the defense thereof other than reasonable costs of
investigation. The Indemnified Party may not settle any action without the
written consent of Distributor. Distributor may not settle any action without
the written consent of the Indemnified Party unless such settlement completely
and finally releases the Indemnified Party from any and all liability. In either
event, consent shall not be unreasonably withheld.
14. This Agreement may be assigned by Distributor to an affiliated entity
controlling, controlled by, or under common control with Distributor, provided,
however, that this Agreement will automatically terminate in the event of its
assignment as such term is defined in the Investment Company Act of 1940. Either
party hereto may cancel this Agreement without penalty upon ten days' written
notice. This Agreement may also be terminated as to any Fund at any time without
penalty by the vote of a majority of the members of the Board of Trustees of the
Funds who are not "interested persons" (as such term is defined in the
Investment Company Act of 1940), or by a vote of a majority of the outstanding
voting securities of the terminating Fund on ten days' written notice.
15. All communications to Distributor should be sent to Ultimus Fund
Distributors, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or at
such other address as Distributor may designate in writing. Any notice to you
shall be duly given if mailed or telegraphed to you at the address of your
principal office, as indicated below in your acceptance of this Agreement.
16. This Agreement supersedes any other agreement with you relating to the
offer and sale of the Shares, and relating to any other matter discussed herein.
17. Distributor agrees that the names, addresses and telephone numbers of
all customers of you and your affiliates obtained by virtue of this Agreement
shall remain confidential and shall not be used by Distributor for any purpose
whatsoever except as may be necessary to distribute and administer the Funds. In
no event shall the names, addresses or telephone numbers of customers or
prospective customers of you and your affiliates be furnished by Distributor or
its agents to any other individuals, organizations or institutions except as may
be required by law. This provision shall survive termination of this Agreement.
18. This Agreement shall be binding (i) upon placing your first order with
Distributor for the purchase of Shares, or (ii) upon receipt by Distributor in
Cincinnati, Ohio of a counterpart of this Agreement duly accepted and signed by
you, whichever shall occur first. This Agreement shall be construed in
accordance with the laws of the State of Michigan.
19. The undersigned, executing this Agreement on behalf of Dealer, hereby
warrants and represents that he is duly authorized to so execute this Agreement
on behalf of Dealer.
-4-
If the foregoing is in accordance with your understanding of our agreement,
please sign and return one copy of this Agreement to the Distributor.
ACCEPTED BY DEALER
Name: Clearing #:
------------------------------------- -----------------------
Broker Dealer Tax I.D. #: NSCC Alpha Code:
---------------- -------------------
Address: Trading Contact
---------------------------------- Name:
-----------------------------
City:
------------------------------------
State: Zip Code: Telephone #:
------------- ---------- ----------------------
Dated: Fax:
---------------------- -------------------------------
By:
--------------------------------------
Authorized Signatory
Name:
-------------------------------------
Printed
Title:
-----------------------------------
ULTIMUS FUND DISTRIBUTORS, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Date:
--------------------------------------
-5-
Revised May 1, 2006
Schedule A
----------
FUNDS SUBJECT TO THIS AGREEMENT
▇▇▇▇▇▇▇▇ Value Fund
Ave ▇▇▇▇▇ Catholic Values Fund
Ave ▇▇▇▇▇ Growth Fund
Ave ▇▇▇▇▇ ▇▇▇▇ Fund
Ave ▇▇▇▇▇ Rising Dividend Fund
Ave ▇▇▇▇▇ Small Cap Fund
-6-
