Exhibit 99.e
FORM OF AGREEMENT
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of October,
2004, by and among PRIMECAP Odyssey Funds, a Delware statutory trust (the
"Trust"), XXXXXXXX Xxxxxxxxxx Company, a California Company (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; and
WHEREAS, the Advisor serves as the investment advisor 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 advisor; 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 National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, this Agreement has been approved by a vote of the Trust's board
of trustees ("Board of Trustees" or the "Board") and its disinterested trustees
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
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FORM OF AGREEMENT
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, 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 so
described, as agreed upon with the broker-dealer. The
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FORM OF AGREEMENT
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
Declaration of Trust, 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 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 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.
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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 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 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 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 relating to the Distributor and the
services it provides that are based upon
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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. 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 the 1933 Act, the 1934 Act,
the 1940 Act, and all other applicable federal and state laws and
regulations. 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 Company 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 Corporation 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 Advisor otherwise determines that Rule
12b-1 fees shall not, in whole or in part, be used to pay Distributor, the
Advisor 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, 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.
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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 the Distributor in writing and acknowledging
the purpose of its use for the purpose of, and used in, the
preparation thereof. 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
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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
trustees 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.
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 that the Trust, 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, 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 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 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
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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 trustees, 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
trustees, 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
trustees 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 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 trustees,
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.
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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 (2) years from the date hereof. Thereafter, if not
terminated, this Agreement shall continue in effect automatically 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 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 less
than sixty (60) days' written notice, by either the Trust upon the
vote of a majority of the members of its 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 a 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.
C. Sections 7, 9, 11 and 12 shall survive termination of this Agreement.
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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 shareholder; 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 Advisor if an inspection by the appropriate regulatory
authorities of its AML Program identifies any material deficiency, and (vi) 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
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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:
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and notice to the Advisor shall be sent to:
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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.
[TRUST] QUASAR DISTRIBUTORS, LLC
By: ______________________________ By: ______________________________
Xxx Xxxxxxxxx
Title: ___________________________ Title: ___________________________
[ADVISOR]
By: ______________________________
Title: ___________________________
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Exhibit A
to the
Distribution Agreement
Fund Names
Separate Series of PRIMECAP Odyssey Funds
Name of Series Date Added
PRIMECAP Odyssey Growth Fund 10/1/04
PRIMECAP Odyssey Aggressive Growth Fund 10/1/04
PRIMECAP Odyssey Stock Fund 10/1/04
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Exhibit B
to the
Distribution Agreement
Fee Schedule
EXHIBIT B
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U.S. Bancorp Fund Services, LLC
(Confidential - Pricing Valid for 45 days)
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