EXHIBIT 6(E)
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR GREATER CINCINNATI FUND
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
AGREEMENT amended and restated effective as of the 1st day of September, 1995,
by and between THE NOTTINGHAM INVESTMENT TRUST, an unincorporated business trust
organized under the laws of The Commonwealth of Massachusetts (the "Trust"), and
CAPITAL INVESTMENT GROUP, INC., a North Carolina corporation ("Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
GREATER CINCINNATI FUND (the "Fund") of the Trust, which Shares are divided into
two Classes of Class A and Class B Shares, and has registered the Shares under
the Securities Act of 1933, as amended (the "1933 Act"), pursuant to a
registration statement on Form N-1A (the "Registration Statement"), including a
prospectus (the "Prospectus") and a statement of additional information (the
"Statement of Additional Information"); and
WHEREAS, the Trust has adopted a separate Plan of Distribution Pursuant to Rule
12b-1 under the 1940 Act (the "Distribution Plan") with respect to each Class of
Shares of the Fund, and may enter into related agreements providing for the
distribution of each Class of Shares of the Fund; and
WHEREAS, Distributor has agreed to act as distributor of the Shares of the Fund
for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
X. Appointment of Distributor.
A. The Trust hereby appoints Distributor its exclusive agent for the
distribution of the Shares of the Fund in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the Trust
in its absolute discretion may issue Shares of the Fund in connection with
(i) the payment or reinvestment of dividends or distributions; (ii) any
merger or consolidation of the Trust or of the Fund with any other
investment company or trust or any personal holding company, or the
acquisition of the assets of any such entity or another fund of the Trust;
or (iii) any offer of exchange permitted by Section 11 of the 1940 Act.
B. Distributor hereby accepts such appointment as exclusive agent for
the distribution of the Shares of the Fund and agrees that it will sell
the Shares as agent for the Trust at prices determined as hereinafter
provided and on the terms hereinafter set forth, all according to
applicable federal and state laws and regulations and to the Agreement and
Declaration of Trust of the Trust.
C. Distributor may sell Shares of the Fund to or through qualified
securities dealers or others. Distributor will require each dealer or
other such party to conform to the provisions hereof, the Registration
Statement and the Prospectus and Statement of Additional Information, and
applicable law; and neither Distributor nor any such dealers or others
shall withhold the placing of purchase orders for Shares so as to make a
profit thereby.
D. Distributor shall order Shares of the Fund from the Trust only to
the extent that it shall have received purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make: (i)
any short sales of Shares; or (ii) any sales of Shares to any Trustee or
officer of the Trust or to any officer or director of Distributor or of
any corporation or association furnishing investment advisory, managerial
or supervisory services to the Trust, or to any such corporation or
association, unless such sales are made in accordance with the then
current Prospectus and Statement of Additional Information.
E. Distributor is not authorized by the Trust to give any information
or make any representations regarding the Shares of the Fund, except such
information or representations as are contained in the Registration
Statement or in the current Prospectus or Statement of Additional
Information of the Fund, or in advertisements and sales literature
prepared by or on behalf of the Trust for Distributor's use.
F. Notwithstanding any provision hereof, the Trust may terminate,
suspend or withdraw the offering of Shares of the Fund whenever, in its
sole discretion, it deems such action to be desirable.
XI. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time
of the sale, as described in the then current Prospectus of the Fund. The
excess, if any, of the public offering price over the net asset value of
the Class A Shares sold by Distributor as agent shall be retained by
Distributor as a commission for its services hereunder. The Distributor
shall also be entitled to receive as a commission for its services
hereunder any contingent deferred sales charge payable upon the redemption
of Class B Shares sold by Distributor as agent, as described in the
current Prospectus of the Fund. Out of such commissions Distributor may
allow commissions or concessions to dealers and may allow them to others
in its discretion in such amounts as Distributor shall determine from time
to time. Except as may be otherwise determined by Distributor from time
to time, such commissions or concessions shall be uniform to all dealers.
At no time shall the Trust receive less than the full net asset value of
the Shares, determined in the manner set forth in the then current
Prospectus and Statement of Additional Information. Distributor shall
also be entitled to such commissions and other fees and payments as may be
authorized by the Trustees of the Trust from time to time under each
Distribution Plan.
XII. Furnishing of Information. The Trust shall furnish to Distributor
copies of any information, financial statements and other documents that
Distributor may reasonably request for use in connection with the sale of
Shares of the Fund under this Agreement. The Trust shall also make
available a sufficient number of copies of the Fund's current Prospectus
and Statement of Additional Information for use by the Distributor.
XIII. Expenses.
A. The Trust will pay or cause to be paid the following expenses: (i)
preparation, printing and distribution to shareholders of the Prospectus
and Statement of Additional Information; (ii) preparation, printing and
distribution of reports and other communications to shareholders;
(iii) registration of the Shares under the federal securities laws; (iv)
qualification of the Shares for sale in certain states; (v) qualification
of the Trust as a dealer or broker under state law as well as
qualification of the Trust as an entity authorized to do business in
certain states; (vi) maintaining facilities for the issue and transfer of
Shares; (vii) supplying information, prices and other data to be furnished
by the Trust under this Agreement; and (viii) certain taxes applicable to
the sale or delivery of the Shares or certificates therefor.
B. Except to the extent such expenses are borne by the Trust pursuant
to a Distribution Plan, Distributor will pay or cause to be paid the
following expenses: (i) payments to sales representatives of the
Distributor and to securities dealers and others in respect of the sale of
Shares of the Fund or the servicing of shareholder accounts, including
without limitation payments used to pay for or finance sales commissions
and other fees payable to sales representatives of the Distributor and to
securities dealers and others who sell Class B Shares or service accounts
of Class B shareholders, including interest expense on any such financing;
(ii) payment of compensation to and expenses of employees of the
Distributor and any of its affiliates to the extent they engage in or
support distribution of Fund Shares or render shareholder support services
not otherwise provided by the Trust's transfer agent, administrator, or
custodian, including, but not limited to, answering routine inquiries
regarding the Fund, processing shareholder transactions, and providing
such other shareholder services as the Trust may reasonably request;
(iii) formulation and implementation of marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising;
(iv) preparation, printing and distribution of sales literature and of
Prospectuses and Statements of Additional Information and reports of the
Trust for recipients other than existing shareholders of the Fund; and (v)
obtaining such information, analyses and reports with respect to marketing
and promotional activities as the Trust may, from time to time, reasonably
request.
C. Distributor in connection with each Distribution Plan shall prepare
and deliver reports to the Trustees of the Trust on a regular basis, at
least quarterly, showing the expenditures with respect to the Fund
pursuant to each Distribution Plan and the purposes therefor, as well as
any supplemental reports as the Trustees of the Trust, from time to time,
may reasonably request.
XIV. Repurchase of Shares. Distributor as agent and for the account of
the Trust may repurchase Shares of the Fund offered for resale to it and
redeem such Shares at their net asset value.
XV. Indemnification by the Trust. In absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor and its officers and partners against any and all claims,
demands, liabilities and expenses that Distributor may incur under the
1933 Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in the Registration
Statement or any Prospectus or Statement of Additional Information of the
Fund, or in any advertisements or sales literature prepared by or on
behalf of the Trust for Distributor's use, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon and in conformity with information furnished to the Trust in
connection therewith by or on behalf of Distributor. Nothing herein
contained shall require the Trust to take any action contrary to any
provision of its Agreement and Declaration of Trust or any applicable
statute or regulation.
XVI. Indemnification by Distributor. Distributor agrees to indemnify the
Trust and its officers and Trustees against any and all claims, demands,
liabilities and expenses which the Trust may incur under the 1933 Act, or
common law or otherwise, arising out of or based upon (i) any alleged
untrue statement of a material fact contained in the Registration
Statement or any Prospectus or Statement of Additional Information of the
Fund, or in any advertisements or sales literature prepared by or on
behalf of the Trust for Distributor's use, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, if such statement or omission was made in reliance
upon and in conformity with information furnished to the Trust in
connection therewith by or on behalf of Distributor; or (ii) any act or
deed of Distributor or its sales representatives, or securities dealers
and others authorized to sell Fund Shares hereunder, or their sales
representatives, that has not been authorized by the Trust in any
Prospectus or Statement of Additional Information of the Fund or by this
Agreement.
XVII. Term and Termination.
A. This Agreement shall be amended and restated effective on the date
hereof. Unless terminated as herein provided, this Agreement shall
continue in effect for one year from the date hereof and shall continue in
full force and effect for successive periods of one year thereafter, but
only so long as each such continuance is approved (i) by either the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund and, in either event,
(ii) by vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons (as defined in the ▇▇▇▇
▇▇▇) of any such party and who have no direct or indirect financial
interest in this Agreement or in the operation of each Distribution Plan
or in any agreement related thereto ("Independent Trustees"), cast at a
meeting called for the purpose of voting on such approval.
B. This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Trust or a majority of the
Independent Trustees or by vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund or by Distributor, on
sixty days' written notice to the other party.
C. This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
XVIII. Limitation of Liability. The obligations of the Trust
hereunder shall not be binding upon any of the Trustees, officers or
shareholders of the Trust personally, but shall bind only the assets and
property of the Trust. The term "The Nottingham Investment Trust" means
and refers to the Trustees from time to time serving under the Agreement
and Declaration of Trust of the Trust, a copy of which is on file with the
Secretary of the Commonwealth of Massachusetts. The execution and
delivery of this Agreement has been authorized by the Trustees, and this
Agreement has been signed on behalf of the Trust by an authorized officer
of the Trust, acting as such and not individually, 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
assets and property of the Trust as provided in the Agreement and
Declaration of Trust.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed
as amended and restated effective as of the date first written above.
THE NOTTINGHAM INVESTMENT TRUST
Attest:
By:________________________________
GREATER CINCINNATI FUND
Attest:
By:________________________________
CAPITAL INVESTMENT GROUP, INC.
Attest:
By:________________________________