DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 25th day of November,
2002, by and among Brazos Mutual Funds, a Delaware business trust (the "Trust"),
▇▇▇▇ ▇▇▇▇▇▇ Investment Counsel, L.P., a Texas limited partnership (the
"Adviser"), 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;
WHEREAS, the Adviser serves as the investment adviser for the Trust and is
duly registered under the Investment Advisers Act of 1940, as amended, as an
investment adviser;
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");
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");
WHEREAS, this Agreement has been approved by a vote of the Trust's board of
trustees ("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 to be the principal
underwriter 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 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 act in conformity with the Trust's Declaration of Trust
and By-laws and with the instructions of the Board and 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 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
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 Shares sold
by them and redeemed, repurchased or tendered for redemption within seven
business days after the date of confirmation of such purchases.
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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 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, By-Laws, its
Registration Statement as may be amended from time to time and 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 permitted by the 1940 Act or the rules of the Securities
and Exchange Commission ("SEC"). The Trust shall advise the Distributor promptly
of any such determination.
D. The Trust agrees to advise the Distributor promptly in writing 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 and/or 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.
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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 ten (10) business days 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.
H. The Trust represents and warrants that its Registration Statement and
any advertisements and sales literature of the Trust (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 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. 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 Trust from Rule 12b-1 fees payable by the appropriate Fund
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 Adviser otherwise determines that
Rule 12b-1 fees shall not, in whole or in part, be used to pay Distributor, the
Adviser shall be responsible for the payment of the amount of such fees and
expenses not covered by Rule 12b-1 payments.
5. EXPENSES
A. The Trust shall bear all costs and expenses in connection with
registration of the Shares with the SEC and related compliance with state
securities laws, as well as all costs and expenses in connection with the
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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.
6. 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 advertisement or sales
literature, 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 material 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/or furnished to the Trust or its
counsel by the Distributor 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. 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 6(A).
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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 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 6(A) and 6(B)
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 to notify the Distributor of the
commencement of any litigation or proceedings against the Trust or any of its
officers or directors in connection with the issue and sale of any of the Shares
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.
C. 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, and 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 in any advertisement or sales literature, 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 materially misleading, but only if such statement or omission was
made in reliance upon, and in conformity with, information relating to the
Distributor and/or 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, as the
case may be with respect to any action, is expressly conditioned upon the
Distributor being notified of any action or claim of loss brought against the
Trust, 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 6(C). Such
notification shall be given by letter or by telegram addressed to the
Distributor's President.
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D. 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 losses, 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 reasonable 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, 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 reasonable fees and expenses of any counsel retained by the
Trust and them. The Distributor's indemnification agreement contained in
Sections 6(D) and (E) 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 directors, 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 directors, officers, employees or representatives or to the benefit of
any controlling persons and their successors. The Distributor agrees to notify
the Trust of the commencement of any litigation or proceedings against the
Distributor or any of its officers or directors in connection with the issue and
sale of any of the Shares 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.
E. 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 6 to the maximum
extent so permissible. The provisions of this Section 6 shall survive
termination of this Agreement.
7. 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 or agents thereof of the Trust individually but are
binding only upon the Trust and with respect to the Funds to which such
obligations pertain. Distributor agrees that if obligations or liability relates
to one or more Funds, the obligations or liability hereunder shall be limited to
the respective assets of such Funds.
8. 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.
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9. 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 years from the date hereof.
Thereafter, if not terminated, this Agreement shall continue automatically in
effect 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 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 60 days' written notice, by either
the Trust through a vote of a majority of the members of the 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 vote cast in
person at a meeting for the purpose of voting on such amendment. In the event
that such amendment affects the Adviser, the written instrument shall also be
signed by the Adviser. This Agreement will automatically terminate in the event
of its assignment.
C. Sections 6, 7, 8, 10 and 11 shall survive termination of this Agreement.
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10. 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.
11. ANTI-MONEY LAUNDERING PROGRAM
A. The AML Program. Distributor hereby represents and warrants that
Distributor has received a copy of the Trust's AML Program and undertakes to
perform all responsibilities imposed on Distributor as a "Service Provider"
thereunder. The Trust hereby agrees to provide to Distributor any amendment(s)
to the AML Program promptly after adoption of any such amendment(s) by the
Trust.
B. Consent to Examination. Distributor hereby consents to: (a) provide to
federal examination authorities information and records relating to the AML
Program maintained by Distributor; and (b) the inspection of Distributor by
federal examination authorities for purposes of the AML Program.
C. Anti-Money Laundering Program. Distributor hereby represents and
warrants that it has implemented and enforces an anti-money laundering program
("AMLP") that complies with laws, regulations and regulatory guidance applicable
to the Trust and Distributor.
D. Delivery of Documents. Distributor agrees to furnish to the Trust the
following documents:
(i) a copy of Distributor's AMLP as in effect on the date hereof, and
any material amendment thereto promptly after the adoption of any such
amendment;
(ii) a copy of any deficiency letter sent by federal examination
authorities concerning Distributor's AMLP; and
(iii) no less frequently than annually, a report on Distributor's
anti-money laundering program that includes a certification to the Trust
concerning Distributor's implementation of, and ongoing compliance with,
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its anti-money laundering program and a copy of any audit report prepared
with respect to Distributor's anti-money laundering program.
E. Reports. Distributor will provide periodic reports concerning
Distributor's compliance with it's AMLP and/or the Trust's AML Program at such
times as may be reasonably requested by to the Trust's Board of Trustees or AML
Compliance Officer.
12. 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.
13. 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 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 set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
notice to the Trust shall be sent to:
Brazos Mutual Funds
▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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and notice to the Adviser shall be sent to:
▇▇▇▇ ▇▇▇▇▇▇ Investment Counsel, L.P.
▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
BRAZOS MUTUAL FUNDS QUASAR DISTRIBUTORS, LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------- ----------------------
Title: President Title: President
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▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT COUNSEL, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Partner
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EXHIBIT A
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TO THE
DISTRIBUTION AGREEMENT
FUND NAMES
SEPARATE SERIES OF BRAZOS MUTUAL FUNDS
Name of Series Date Added
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Brazos Micro Cap Portfolio
Brazos Small Cap Portfolio
Brazos Mid Cap Portfolio
Brazos Real Estate Securities Portfolio
Brazos Multi Cap Portfolio
EXHIBIT B
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TO THE
DISTRIBUTION AGREEMENT
FEE SCHEDULE
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FUND DISTRIBUTOR SERVICES
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ADVERTISING COMPLIANCE REVIEW/NASD FILINGS
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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 (IF DESIRED)
----------------------------------------------------
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, 63/65
o Plus all associated NASD and State fees for Registered Representatives,
including license and renewal fees.
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
o travel, lodging and meals
Fees are billed monthly.
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