Exhibit 99.e
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 19th day of October,
2004, by and among PRIMECAP Odyssey Funds, a Delware statutory trust (the
"Trust"), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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 term
"Prospectus" shall mean the current prospectus, including the statement
of additional information, as amended or supplemented, relating to the
Funds and included
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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 ▇▇▇▇ ▇▇▇.
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 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
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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.
D. The Trust agrees to advise the Distributor promptly in writing:
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(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 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
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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 Advisor.
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.
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
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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 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
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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 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
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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.
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8. Obligations of the Trust
This Agreement is executed by and on behalf of the Trust and no
obligation hereunder is binding upon any of the trustees, officers or
shareholders of the Trust individually. The obligations of the Trust hereunder
with respect to each Fund are binding only upon the assets and property of such
Fund and shall not be binding upon the assets or property of any other Fund.
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.
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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 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
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
notice to the Trust shall be sent to:
PRIMECAP Odyssey Funds
Attn: Secretary
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
and notice to the Advisor shall be sent to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Company
Attn: Chief Financial Officer
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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.
PRIMECAP ODYSSEY FUNDS QUASAR DISTRIBUTORS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Co-Chief Executive Officer Title: President
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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Title: President
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11
Exhibit A
to the
Distribution Agreement
Fund Names
Separate Series of PRIMECAP Odyssey Funds
Name of Series Date Added
PRIMECAP Odyssey Growth Fund 10/19/04
PRIMECAP Odyssey Aggressive Growth Fund 10/19/04
PRIMECAP Odyssey Stock Fund 10/19/04
12
Exhibit B
to the
Distribution Agreement
Fee Schedule
The parties hereby agree that the following fee schedule shall remain in place
and not change for a period of three years from the effective date of this
Agreement (unless this Agreement is earlier terminated), after which time it may
be amended by agreement between the parties.
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QUASAR DISTRIBUTORS, LLC
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REGULATORY DISTRIBUTION SERVICES
ANNUAL FEE SCHEDULE
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EXHIBIT B
--------------------------------------------------------------------------------
U.S. Bancorp Fund Services, LLC
(Confidential - Pricing Valid for 45 days)
13
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Basic Distribution Services Fees for the Fund Complex
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o Minimum annual fee: $21,000, plus 0.5 basis points of the Fund's average
daily net assets of the fund complex. Maximum fee: $75,000
Advertising Compliance Review/NASD Filings
------------------------------------------
o $150 per job for the first 10 pages (minutes if tape or video); $20 per page
(minute if tape or video) thereafter
o Non-NASD filed materials, e.g. Internal Use Only Materials $100 per job for
the first 10 pages (minutes if tape or video); $20 per page (minutes if tape
or video) thereafter.
o NASD Expedited Service for 3 Day Turnaround $1,000 for the first 10 pages
(minutes if audio or video); $25 per page (minute if audio or video)
thereafter. (Comments are faxed. NASD may not accept expedited request.)
Licensing of Investment Advisor's Staff
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o $900 per year per registered representative ("RR"), for 3 individuals or
less.
o $2,000 per year per registered representative beyond the first 3
individuals.
o Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24, 26,
27, 63, 66
o Plus all associated NASD and State fees for Registered Representatives,
including license and renewal fees.
Fund Fact Sheets
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o Design - $1,000 per fact sheet, includes first production
o Production - $500.00 per fact sheet per production period
o All printing costs are out-of-pocket expenses, and in addition to the design
fee and production fee.
Out-of-Pocket Expenses
----------------------
Reasonable out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
o typesetting, printing and distribution of Prospectuses and shareholder
reports
o production, printing, distribution and placement of advertising and sales
literature and materials
o engagement of designers, free-▇▇▇▇▇ writers and public relations firms
o long-distance telephone lines, services and charges
o postage
o overnight delivery charges
o NASD registration fees
(NASD advertising filing fees are included in Advertising Compliance
Review section above)
o record retention
Included in Complex Fee Schedule:
---------------------------------
Report Source (on-line report viewing tool)
Fees are billed monthly.
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EXHIBIT B
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U.S. Bancorp Fund Services, LLC
(Confidential - Pricing Valid for 45 days)
14
