Distribution Agreement (2007)Full Document 

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This Distribution Agreement is made this 17th day of July 2006, by and between each registered investment company listed in Schedule A hereto (each, a “Trust”) which are Massachusetts business trusts, and Heritage Fund Distributors, Inc. a Florida corporation (the “Distributor”).

WHEREAS, each Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and has registered its shares of beneficial interest (“Shares”) for sale to the public under the Securities Act of 1933, as amended (the “1933 Act”); and

WHEREAS, each Trust offers for public sale one or more distinct series of Shares as listed on Schedule A to this Agreement (“Series”); and

WHEREAS, each Trust wishes to retain the Distributor as principal underwriter (as such term is defined in Section 2(a)(29) of the 1940 Act) in connection with the offering and sale of the Shares of each Series listed on Schedule A (as amended from time to time) to this Agreement and to furnish certain other services to each Trust as specified in this Agreement; and

WHEREAS, the Distributor is willing to accept such appointment to furnish such services on the terms and conditions hereinafter set forth; and

WHEREAS, this Agreement has been approved by a vote of each Trust’s Board of Trustees and certain independent Trustees in conformity with the 1940 Act and applicable rules thereunder; and

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment of the Distributor. (a) Each Trust hereby appoints the Distributor as principal underwriter in connection with the offering and sale of Shares of each Series, and the Distributor accepts the appointment. Each Trust authorizes the Distributor, as exclusive agent for the Trust, for any existing Series and upon commencement of operations of any future Series, and subject to applicable federal and state law and the Declaration of Trust, Bylaws and the Prospectus and Statement of Additional Information, to: (a) promote the Series; (b) solicit orders for the purchase of the Shares of the Series subject to such terms and conditions as the Trust may specify; and (c) hold itself available to receive orders for the purchase of the Shares of the Series, to accept orders for the purchase of the Shares of the Series, and to accept such orders on behalf of the Trust as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Trust and its transfer agent (collectively, “Distribution Services”). The Distributor shall offer the Shares of each Series on an agency or “best efforts” basis under which each Trust shall only issue such Shares as are actually sold. In connection with such sales and

offers of sales, the Distributor shall give only such information as is permitted by applicable law, and each Trust shall not be responsible in any way for any other information, statements or representations given or made by the Distributor or its representatives or agents.

(b) The Distributor or any financial intermediary may provide ongoing shareholder liaison services, including responding to shareholder inquiries, providing shareholders with information on their investments, and any other services now and hereafter deemed to be appropriate services for the payment of “service fees” under Conduct Rule 2830 of the National Association of Securities Dealers, Inc. (“NASD”) (collectively, “Shareholder Services”).

2. Trust Obligations. Each Trust shall make available to the Distributor copies of all information, financial statements, and other papers that the Distributor reasonably may 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 accountant and such reasonable number of copies of the most current Prospectus, Statement of Additional Information, and annual and semi-annual reports to shareholders of a Series as the Distributor may request, and the Trust shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares of a Series and in the performance of the Distributor under this Agreement.

3. The Distributor as Agent. The Distributor shall act as agent of each Trust on behalf of the Series in connection with the sale and repurchase of Shares. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of Shares of the Series and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with registered dealers and financial institutions it may select for the performance of Distribution and Shareholder Services and may enter into agreements with dealers and other qualified entities to perform recordkeeping and sub-accounting services, as well as Shareholder Services, the form of such agreements to be as mutually agreed upon and approved by the applicable Trust and the Distributor.

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