Exhibit No. EX-99.e.1
DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") made this 1st day of
February, 2008, by and between RevenueShares ETF Trust, a Delaware statutory
trust (the "Trust") having its principal place of business at 0000 Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and Foreside Fund
Services, LLC, a Delaware limited liability company (the "Distributor") having
its principal place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
WHEREAS, the Trust is a registered open-end management investment company
organized as a series trust offering a number of portfolios of securities (each
a "Fund" and collectively the "Funds"), each investing primarily in equity
securities selected to reflect the performance of a particular market index,
having filed with the Securities and Exchange Commission (the "Commission") a
registration statement on Form N-1A under the Securities Act of 1933, as amended
(the "1933 Act"), and the Investment Company Act of 1940, as amended;
WHEREAS, the Trust intends to create and redeem shares of beneficial
interest, no par value per Share (the "Shares") of each Fund on a continuous
basis at their net asset value only in aggregations constituting a Creation
Unit, as such term is defined in the Registration Statement;
WHEREAS, the Shares of each Fund will be listed on a national securities
exchange (the "Listing Exchange");
WHEREAS, the Trust desires to retain the Distributor to act as the
distributor with respect to the issuance and distribution of Creation Units of
Shares of each Fund, hold itself available to receive and process orders for
such Creation Units in the manner set forth in the Trust's Prospectus, and to
enter into arrangements with broker-dealers who may solicit purchases of Shares
and with broker-dealers and others to provide for servicing of shareholder
accounts and for distribution assistance, including broker-dealer and
shareholder support;
WHEREAS, the Distributor is a registered broker-dealer under the Securities
Exchange Act of 1934, as amended (the "1934 Act") and a member of the Financial
Industry Regulatory Authority ("FINRA") (the successor organization to the
National Association of Securities Dealers, Inc.); and
WHEREAS, the Distributor desires to provide the services described herein
to the Trust.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:
1. Appointment.
The Trust hereby appoints the Distributor as the exclusive distributor for
Creation Unit aggregations of Shares of each Fund listed in Exhibit A hereto, as
may be amended by the Trust from time to time on written notice to the
Distributor, on the terms and for the period set forth in this Agreement and
subject to the registration requirements of the 1933 Act and of the laws
governing the sale of securities in the various states, and the Distributor
hereby accepts such appointment and agrees to act in such capacity hereunder.
2. Definitions.
Wherever they are used herein, the following terms have the following
respective meanings:
(a) "1940 Act" means the Investment Company Act of 1940 and the rules and
regulations thereunder as amended from time to time;
(b) "Prospectus" means the Prospectus and Statement of Additional Information
constituting parts of the Registration Statement of the Trust under the
1933 Act and the 1940 Act as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the Commission
from time to time;
(c) "Registration Statement" means the registration statement most recently
filed from time to time by the Trust with the Commission and effective
under the 1933 Act and the 1940 Act, as such registration statement is
amended by any amendments thereto at the time in effect;
(d) All capitalized terms used but not defined in this Agreement shall have the
meanings ascribed to such terms in the Registration Statement and the
Prospectus.
3. Duties of the Distributor
(a) The Distributor agrees to act as agent of the Trust in connection with the
receipt and processing of all orders for purchases of Creation Units of
each Fund from Participating Parties or DTC Participants which have
executed a Participant Agreement ("Authorized Participants") and to
transmit such orders to the Trust in accordance with the Registration
Statement and Prospectus; provided, however, that nothing herein shall
affect or limit the right and ability of the Trust to accept Deposit
Securities and related Cash Components through or outside the Clearing
Process, and as provided in and in accordance with the Registration
Statement and Prospectus. The Trust acknowledges that the Distributor shall
not be obligated to accept any certain number of orders for Creation Units
and nothing herein shall prevent the Distributor from entering into like
distribution arrangements with other investment companies.
(b) The Distributor agrees to act as agent of the Trust with respect to the
continuous distribution of Creation Units of each Fund as set forth in the
Registration Statement and in accordance with the provisions thereof. The
Distributor further agrees as follows: (i) the Distributor shall enter into
Participant Agreements between and among Authorized Participants, the
Distributor and the Transfer Agent in accordance with the Registration
Statement and Prospectus; (ii) the Distributor shall generate, transmit and
maintain copies of confirmations of Creation Unit purchase order
acceptances to the purchaser (such confirmations will indicate the time
such orders were accepted and will be made available to the Trust promptly
upon request); (iii) the Distributor shall deliver copies of the
Prospectus, included in the Registration Statement, to purchasers of such
Creation Units and upon request the Statement of Additional Information;
and (iv) the Distributor shall maintain telephonic, facsimile and/or access
to direct computer communications links with the Transfer Agent.
(c) The Distributor shall execute selected or soliciting dealer participant
agreements ("Participant Agreements") with registered broker-dealers and
other eligible entities providing for the purchase of Creation Units of
Shares of the Funds and related promotional activities, in the forms as
approved by the Board of Trustees of the Trust.
(d) All activities by the Distributor and its agents and employees which are
primarily intended to result in the sale of Creation Units shall comply
with the Registration Statement and Prospectus, the instructions of the
Board of Trustees of the Trust and all applicable laws, rules and
regulations including, without limitation, all rules and regulations made
or adopted pursuant to the 1940 Act by the Commission or any securities
association registered under the 1934 Act, including the FINRA and the
Listing Exchange.
(e) Except as otherwise noted in the Registration Statement and Prospectus, the
offering price for all Creation Units of Shares will be the aggregate net
asset value of the Shares per Creation Unit of the relevant Fund, as
determined in the manner described in the Registration Statement and
Prospectus.
(f) If and whenever the determination of net asset value is suspended and until
such suspension is terminated, no further orders for Creation Units will be
processed by the Distributor except such unconditional orders as may have
been placed with the Distributor before it had knowledge of the suspension.
In addition, the Trust reserves the right to suspend sales and
Distributor's authority to process orders for Creation Units on behalf of
the Trust, upon due notice to the Distributor, if, in the judgment of the
Trust, it is in the best interests of the Trust to do so. Suspension will
continue for such period as may be determined by the Trust.
(g) The Distributor is not authorized by the Trust to give any information or
to make any representations other than those contained in the Registration
Statement or Prospectus or contained in shareholder reports or other
material that may be prepared by or on behalf of the Trust for the
Distributor's use. The Distributor shall be entitled to rely on and shall
not be responsible in any way for information provided to it by the Trust
and its respective service providers and shall not be liable or responsible
for the errors and omissions of such service providers, provided that the
foregoing shall not be construed to protect the Distributor against any
liability to the Trust or the Trust's shareholders to which the Distributor
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
(h) At the request of the Trust, the Distributor shall enter into agreements in
the form specified by the Trust (each a "Participant Agreement") with
participants in the system for book-entry of The Depository Trust Company
and the NSCC as described in the Prospectus.
(i) The Distributor shall ensure that all direct requests for Prospectuses,
Statements of Additional Information, Product Descriptions and periodic
fund reports, as applicable, are fulfilled. In addition, the Distributor
shall arrange to provide Listing Exchange (and any other national stock
exchange on which the Shares may be listed) with copies of Prospectuses and
Statements of Additional Information and Product Descriptions to be
provided to purchasers in the secondary market. The Distributor will
generally make it known in the brokerage community that Prospectuses and
Statements of Additional Information and Product Descriptions are
available, including by (i) advising the Listing Exchange on behalf of its
member firms of the same, (ii) making such disclosure in all marketing and
advertising materials prepared and/or filed by the Distributor with the
FINRA, and (iii) as may otherwise be required by the Commission.
(j) The Distributor agrees to make available, at the Trust's request, one or
more members of its staff to attend Board meetings of the Trust in order to
provide information with regard to the ongoing distribution process and for
such other purposes as may be requested by the Board of Trustees of the
Trust.
(k) The Distributor shall review and approve all sales and marketing materials
for compliance with applicable laws and conditions of any applicable
exemptive order, and file such materials with the FINRA when necessary or
appropriate. All such sales and marketing materials must be approved, in
writing, by the Distributor prior to use.
4. Duties of the Trust.
(a) The Trust agrees to issue Creation Unit aggregations of Shares of each Fund
and to request The Depository Trust Company to record on its books the
ownership of such Shares in accordance with the book-entry system
procedures described in the Prospectus in such amounts as the Distributor
has requested through the Transfer Agent in writing or other means of data
transmission, as promptly as practicable after receipt by the Trust of the
requisite Deposit Securities and Cash Component (together with any fees)
and acceptance of such order, upon the terms described in the Registration
Statement. The Trust may reject any order for Creation Units or stop all
receipts of such orders at any time upon reasonable notice to the
Distributor, in accordance with the provisions of the Prospectus and
Statement of Additional Information.
(b) The Trust agrees that it will take all action necessary to register an
indefinite number of Shares under the 1933 Act. The Trust will make
available to the Distributor such number of copies of its then currently
effective Prospectus and Statement of Additional Information and Product
Description as the Distributor may reasonably request. The Trust will
furnish to the Distributor copies of semi-annual reports and annual audited
reports of the Trust's books and accounts made by independent public
accountants regularly retained by the Trust and such other publicly
available information which the Distributor may reasonably request for use
in connection with the distribution of Creation Units. The Trust shall keep
the Distributor informed of the jurisdictions in which Shares of the Trust
are authorized for sale and shall promptly notify the Distributor of any
change in this information. The Distributor shall not be liable for damages
resulting from the sale of Shares in authorized jurisdictions where the
Distributor had no information from the Trust that such sale or sales were
unauthorized at the time of such sale or sales.
(c) The Trust represents to the Distributor that the Registration Statement and
Prospectus filed by the Trust with the Commission with respect to the Trust
have been prepared in conformity with the requirements of the 1933 Act, the
1940 Act and the rules and regulations of the Commission thereunder. The
Trust will notify the Distributor promptly of any amendment to the
Registration Statement or supplement to the Prospectus and any stop order
suspending the effectiveness of the Registration Statement; provided,
however, that nothing contained in this Agreement shall in any way limit
the Trust's right to file at any time such amendments to any Registration
Statement and/or supplements to any Prospectus, of whatever character, as
the Trust may deem advisable, such right being in all respects absolute and
unconditional.
5. Fees and Expenses.
(a) The Distributor shall be entitled to no compensation or reimbursement of
expenses from the Trust for the services provided by the Distributor
pursuant to this Agreement. The Distributor may receive compensation from
the Adviser related to its services hereunder or for additional services as
may be agreed to between the Adviser and Distributor.
(b) The Trust shall bear the cost and expenses: (i) of the registration of the
Shares for sale under the Securities Act; and (ii) of the registration or
qualification of the Shares for sale under the securities laws of the
various States;
(c) Distributor shall pay all expenses relating to Distributor's broker-dealer
qualification. Distributor shall also pay all expenses incurred in
providing office space, equipment, and personnel as may be necessary or
convenient to provide the services.
(d) Notwithstanding anything in this Agreement to the contrary, the Distributor
and its affiliates may receive compensation or reimbursement from the Trust
and the Adviser with respect to any services not included under this
Agreement.
6. Indemnification.
(a) The Trust agrees to indemnify and hold harmless the Distributor and each of
the directors, officers and employees and agents and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act
(any of the Distributor, its officers, employees, agents and directors or
such control persons, for purposes of this paragraph, a "Distributor
Indemnitee") against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, claim, damages or expense and reasonable counsel fees
incurred in connection therewith) arising out of or based upon (i) the
claim that the Registration Statement, Prospectus, Statement of Additional
Information, Product Description, shareholder reports, client related sales
and advertising material or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein (and in the
case of the Prospectus, Statement of Additional Information and Product
Description, in light of the circumstances under which they were made) not
misleading under the 1933 Act, or any other statute or the common law, (ii)
the breach of any obligation, representation or warranty pursuant to this
Agreement by the Trust, or (iii) the Trust's failure to comply in any
material respect with applicable securities laws.
The Trust does not agree to indemnify the Distributor or hold it harmless
to the extent that the statement or omission was made in reliance upon, and in
conformity with information furnished to the Trust by or on behalf of the
Distributor. The Trust will also not indemnify any Distributor Indemnitee with
respect to any untrue statement or omission made in the Registration Statement,
Prospectus, Statement of Additional Information or Product Description that is
subsequently corrected in such document (or an amendment thereof or supplement
thereto) if a copy of the Prospectus (or such amendment or supplement) was not
sent or given to the person asserting any such loss, liability, claim, damage or
expense at or before the written confirmation to such person in any case where
such delivery is required by the 1933 Act and the Trust had notified the
Distributor of the amendment or supplement prior to the sending of the
confirmation. In no case (i) is the indemnity of the Trust in favor of any
Distributor Indemnitee to be deemed to protect the Distributor Indemnitee
against any liability to the Trust or its shareholders to which the Distributor
Indemnitee would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or (ii)
is the Trust to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against any Distributor Indemnitee
unless the Distributor Indemnitee shall have notified the Trust in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon Distributor Indemnitee (or after Distributor Indemnitee shall have
received notice of service on any designated agent).
Failure to notify the Trust of any claim shall not relieve the Trust from
any liability which it may have to any Distributor Indemnitee against whom such
action is brought otherwise than on account of its indemnity agreement contained
in this paragraph unless failure or delay to so notify the Trust prejudices the
Trust's ability to defend against such claim. 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 claims, but if the Trust elects
to assume the defense, the defense shall be conducted by counsel chosen by it
and satisfactory to Distributor Indemnitee, defendant or defendants in the suit.
In the event the Trust elects to assume the defense of any suit and retain
counsel, Distributor Indemnitee, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them. If the Trust
does not elect to assume the defense of any suit, it will reimburse the
Distributor Indemnitee, defendant or defendants in the suit, for the reasonable
fees and expenses of any counsel retained by them. The Trust agrees to notify
the Distributor promptly of the commencement of any litigation or proceedings
against it or any of its officers or Trustees in connection with the issuance or
sale of any of the Creation Units or the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and each of
its Trustees and officers and any person who controls the Trust within the
meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the
Trust and each of its Trustees and officers and its controlling persons are
collectively referred to as the "Trust Affiliates") against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith)
arising out of or based upon (i) the allegation of any wrongful act of the
Distributor or any of its directors, officers or employees, (ii) the breach
of any obligation, representation or warranty pursuant to this Agreement by
the Distributor, (iii) the Distributor's failure to comply in any material
respect with applicable securities laws, including applicable FINRA
regulations, or (iv) allegation that the Registration Statement,
Prospectus, Statement of Additional Information, Product Description,
shareholder reports, any information or materials relating to the Funds (as
described in section 3(c)(ii)) or other information filed or made public by
the Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Trust by or on behalf of the
Distributor.
In no case (i) is the indemnity of the Distributor in favor of any Trust
Affiliate to be deemed to protect any Trust Affiliate against any liability to
the Trust or its security holders to which such Trust Affiliate would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Distributor to be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against any Trust Affiliate unless the Trust Affiliate shall have
notified the Distributor in writing of the claim within a reasonable time after
the summons or other first written notification giving information of the nature
of the claim shall have been served upon the Trust Affiliate (or after the Trust
Affiliate shall have received notice of service on any designated agent).
Failure to notify the Distributor of any claim shall not relieve the
Distributor from any liability which it may have to the Trust Affiliate against
whom such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph unless failure or delay to so notify the Distributor
prejudices the Distributor's ability to defend against such claim. 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 the
claim, but if the Distributor elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Trust, its officers
and Board and to any controlling person or persons, defendant or defendants in
the suit. In the event that Distributor elects to assume the defense of any suit
and retain counsel, the Trust or controlling person or persons, defendant or
defendants in the 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 suit, it will reimburse the Trust, its officers and Trustees or
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Distributor
agrees to notify the Trust promptly of the commencement of any litigation or
proceedings against it or any of its officers or directors in connection with
the issuance or sale of any of the Creation Units or the Shares.
(c) No indemnified party shall settle any claim against it for which it intends
to seek indemnification from the indemnifying party, under the terms of
section 6(a) or 6(b) above, without the prior written notice to and consent
from the indemnifying party, which consent shall not be unreasonably
withheld. No indemnified or indemnifying party shall settle any claim
unless the settlement contains a full release of liability with respect to
the other party in respect of such action. This section 6 shall survive the
termination of this Agreement.
7. Representations.
(a) The Distributor represents and warrants that (i) it is duly organized as a
Delaware limited liability company and is and at all times will remain duly
authorized and licensed to carry out its services as contemplated herein;
(ii) the execution, delivery and performance of this Agreement are within
its power and have been duly authorized by all necessary action; and (iii)
its entering into this Agreement or providing the services contemplated
hereby does not conflict with or constitute a default or require a consent
under or breach of any provision of any agreement or document to which the
Distributor is a party or by which it is bound and (iv) it is registered as
a broker-dealer under the 1934 Act and is a member of the FINRA.
(b) The Distributor and the Trust represent and warrant that: (i) it
understands that pursuant to various U.S. regulations, it is required to
establish an anti-money laundering program, which satisfies the
requirements of Title III of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (the "USA Patriot Act"); (ii) it has developed, implemented,
and will maintain such an anti-money laundering program and will comply
with all applicable laws and regulations designed to guard against money
laundering activities set out in such program; and (iii) it will allow for
appropriate regulators to examine its anti-money laundering books and
records.
(c) The Distributor and the Trust represent and warrant that: (i) it has
procedures in place reasonably designed to protect the privacy of
non-public personal consumer/customer financial information to the extent
required by applicable law, rule and regulation; (ii) it will comply with
all of the applicable terms and provisions of the 1934 Act; and (iii) it
will provide certifications to the Trust in order to assist the Trust in
complying with certain rules under the 1940 Act (by way of example only,
Rules 30a-2, 30a-3 and 38a-1) and in connection with the filing of certain
Forms (by way of example only, Form N-CSR).
(d) The Trust represents and warrants that (i) it is duly organized as a
Delaware statutory trust and is and at all times will remain duly
authorized to carry out its obligations as contemplated herein; (ii) it is
registered as an investment company under the 1940 Act; (iii) the
execution, delivery and performance of this Agreement are within its power
and have been duly authorized by all necessary action; (iv) its entering
into this Agreement does not conflict with or constitute a default or
require a consent under or breach of any provision of any agreement or
document to which the Trust is a party or by which it is bound; (v) the
Registration Statement has been, and any amendment thereto will be, as the
case may be, prepared in conformity with the requirements of the Securities
Act and the 1940 Act and the rules and regulations thereunder, and all
client-related advertisement or sales literature shall be prepared in
conformity with requirements of applicable laws and regulations; (vi) the
Registration Statement and advertisement and sales literature shall contain
all statements required to be stated therein in conformity with said Acts,
laws and regulations and the rules and regulations of the SEC thereunder or
other applicable regulatory authority, and all material statements of fact
contained or to be contained in the registration statement and
advertisement and sales literature are or will be true and correct in all
material respects at the time indicated or on the effective date, as the
case may be; (vii) the Registration Statement and advertisement and sales
literature, when it shall become effective or be authorized for use, will
not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of Shares; and (viii) it
shall not file any amendment to the Registration Statement or Prospectuses
without giving the Distributor reasonable advance notice thereof; provided,
however, that nothing contained in this Agreement shall in any way limit
the Trust's right to file at any time such amendments to the registration
statement or prospectuses, of whatever character, as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
8. Duration, Termination and Amendment.
(a) This Agreement shall be effective as of the date of this Agreement, and
unless terminated as provided herein, shall continue for two years from its
effective date, and thereafter from year to year, provided such continuance
is approved annually by (i) by vote of a majority of the Trustees or by the
vote of a majority of the outstanding voting securities of the Fund and
(ii) by the vote of a majority of those Trustees who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval. This Agreement
may be terminated at any time, without the payment of any penalty, as to
each Fund (i) by vote of a majority of those Trustees who are not parties
to this Agreement or interested persons of any such party or (ii) by vote
of a majority of the outstanding voting securities of the Fund, on at least
sixty (60) days prior written notice to the Distributor. This Agreement
shall automatically terminate without the payment of any penalty in the
event of its assignment. As used in this paragraph, terms "vote of a
majority of the outstanding voting securities", "assignment", "affiliated
person" and "interested person" shall have the respective meanings
specified in the 1940 Act.
(b) No provision of this Agreement may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against
which an enforcement of the change, waiver, discharge or termination is
sought.
9. Notice.
Any notice or other communication authorized or required by this Agreement
to be given to either party shall be in writing and deemed to have been given
when delivered in person or by confirmed facsimile, or posted by certified mail,
return receipt requested, to the following address (or such other address as a
party may specify by written notice to the other):
If to the Distributor:
Foreside Fund Services, LLC
ATTN: Chief Compliance Xxxxxxx
Xxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Trust:
Xxxxxxx X. Xxxxx
One Commerce Square
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Telephone: (___) ____-_____
Facsimile: (___) ____-_____
10. Choice of Law.
This Agreement shall be governed by, and construed in accordance with, the
laws of the state of Delaware, without giving effect to the choice of laws
provisions thereof.
11. Counterparties.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
12. Severability.
If any provisions of this Agreement shall be held or made invalid, in whole
or in part, then the other provisions of this Agreement shall remain in force.
Invalid provisions shall, in accordance with this Agreement's intent and
purpose, be amended, to the extent legally possible, by valid provisions in
order to effectuate the intended results of the invalid provisions.
13. Insurance.
The Distributor will maintain at its expense an errors and omissions
insurance policy which covers services by the Distributor hereunder.
14. Confidentiality.
During the term of this Agreement, the Distributor and the Trust may have
access to confidential information relating to such matters as either party's
business, trade secrets, systems, procedures, manuals, products, contracts,
personnel, and clients. As used in this Agreement, "Confidential Information"
means information belonging to one of the parties which is of value to such
party and the disclosure of which could result in a competitive or other
disadvantage to such party. Confidential Information includes, without
limitation, financial information, proposal and presentations, reports,
forecasts, inventions, improvements and other intellectual property; trade
secrets; know-how; designs, processes or formulae; software; market or sales
information or plans; customer lists; and business plans, prospects and
opportunities (such as possible acquisitions or dispositions of businesses or
facilities). Confidential Information includes information developed by either
party in the course of engaging in the activities provided for in this
Agreement, unless: (i) the information is or becomes publicly known through
lawful means; (ii) the information is disclosed to the other party without a
confidential restriction by a third party who rightfully possesses the
information and did not obtain it, either directly or indirectly, from one of
the parties, as the case may be, or any of their respective principals,
employees, affiliated persons, or affiliated entities. The parties understand
and agree that all Confidential Information shall be kept confidential by the
other both during and after the term of this Agreement. Each party shall
maintain commercially reasonable information security policies and procedures
for protecting Confidential Information. The parties further agree that they
will not, without the prior written approval by the other party, disclose such
Confidential Information, or use such Confidential Information in any way,
either during the term of this Agreement or at any time thereafter, except as
required in the course of this Agreement and as proved by the other party or as
required by law. Upon termination of this Agreement for any reason, or as
otherwise requested by the Trust, all Confidential Information held by or on
behalf of Trust shall be promptly returned to the Trust, or an authorized
officer of the Distributor will certify to the Trust in writing that all such
Confidential Information has been destroyed. This section 14 shall survive the
termination of this Agreement.
15. Limitation of Liability.
The Declaration of Trust, establishing the Trust, which is hereby referred
to and a copy of which is on file with the Secretary of State of the State of
Delaware, provides that the Trustees shall be entitled to the protection against
personal liability for the obligations of the Trust under Section 3803(b) of the
Delaware Business Trust Act, as amended (the "DBTA"). It is expressly
acknowledged and agreed that the obligations of the Trust hereunder shall not be
binding upon any of the shareholders, Trustees, officers, employees or agents of
the Trust, personally, but shall bind only the trust property of the Trust, as
provided in its Declaration of Trust and under Section 3803 of the DBTA. The
execution and delivery of this Agreement have been authorized by the Trustees of
the Trust and signed by an officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in its Trust Instrument and under Section 3803
of the DBTA. The Distributor understands that the rights and obligations of each
series of shares of the Trust under the Trust Instrument are separate and
distinct from those of any and all other series. This section 15 shall survive
the termination of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first set forth
above.
REVENUESHARES ETF TRUST
By:___/s/ Xxxxxxx X. Lowry_
Name: Xxxxxxx X. Xxxxx
Title: President
FORESIDE FUND SERVICES, LLC
By:__/s/Xxxxxxx X. Xxxxxx __
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
REVENUESHARES ETF TRUST
DISTRIBUTION AGREEMENT
EXHIBIT A
RevenueShares Large Cap Fund
RevenueShares Mid Cap Fund
RevenueShares Small Cap Fund