API TRUST
DEALER AGREEMENT
Unified Financial Securities, Inc., (the "Distributor") invites you, as a
selected dealer, to participate as principal in the distribution of shares (the
"Shares") of the American Pension Investors Trust (the "Fund"), of which it is
the exclusive underwriter. The Distributor agrees to sell to you, subject to any
limitations imposed by the Fund or any of its Portfolios (see Exhibit A), Shares
issued by the Fund and to promptly confirm each sale to you. All sales will be
made according to the following terms:
1. All offerings of any of the Shares by you must be made at the public
offering price, and shall be subject to the conditions of offering, set forth in
the then current Prospectus of the Fund (the "Prospectus") and Statement of
Additional Information of the Fund (the "SAI") and to the terms and conditions
herein set forth, and you agree to comply with all requirements applicable to
you of all applicable laws, including federal and state securities laws, the
rules and regulations of the Securities and Exchange Commission (the "SEC"), and
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. (the "NASD"), including Section 24 ofthe Rules of Fair Practice of the
NASD. You will not offer the Shares for sale in any state or other jurisdiction
where they are not qualified for sale under the Blue Sky Laws and regulations of
such state or jurisdiction, or where you are not qualified to act as a dealer.
Upon application to the Distributor, the Distributor will inform you as to the
states or other jurisdictions in which the Distributor believes the Shares may
legally be sold.
2. You hereby authorize the Distributor to act as your agent in
connection with all transactions in open accounts in which you are designated as
Dealer of Record. All designations as Dealer of Record, and all authorizations
of the Distributor to act as your Agent pursuant thereto, shall cease upon the
termination of this Agreement or upon the investor's instructions to transfer
his open account to another Dealer of Record.
3. The Distributor reserves the right to cancel this Agreement at any
time without notice if any Shares shall be offered for sale by you at less than
the then current public offering price determined by, or for, the Fund.
4. All orders are subject to acceptance or rejection by the Distributor
in its sole discretion. The Distributor reserves the right, in its discretion,
without notice, to suspend sales or withdraw the offering of Shares entirely.
5. Payment shall be made to the Fund and shall be received by its
transfer agent within three (3) business days after the acceptance of your order
or such shorter time as may be required by law. With respect to all Shares
ordered by you for which payment has not been received, you hereby assign and
pledge to the Distributor all of your right, title and interest in such Shares
to secure payment therefor. You appoint the Distributor as your agent to execute
and deliver all documents necessary to effectuate any of the transactions
described in this paragraph. If such payment is not received within the required
time period, the Distributor reserves the right, without notice, and at its
option, forthwith (a) to cancel the sale, (b) to sell the Shares ordered by you
back to the Fund, or (c) to assign your payment obligation, accompanied by all
pledged Shares, to any person. You agree that the Distributor may hold you
responsible for any loss, including loss of profit, suffered by the Fund, its
Transfer Agent or the Distributor, resulting from your failure to make payment
within the required time period.
6. No person is authorized to make any representations concerning Shares
of the Fund except those contained in the current applicable Prospectus and SAI
and in sales literature issued and furnished by the Distributor supplemental to
such Prospectus and SAI. The Distributor will furnish additional copies of the
current Prospectus and SAI and such sales literature and other releases and
information issued by the Distributor in reasonable quantities upon request.
7. Under this Agreement, you act as principal and are not employed by
the Distributor as broker, agent or employee. You are not authorized to act for
the Distributor nor to make any representation on its behalf; and in purchasing
or selling Shares hereunder, you rely only upon the current Prospectus and SAI
furnished to you by the Distributor from time to time and upon such written
representations as may hereafter be made by the Distributor to you over its
signature.
8. You appoint the transfer agent for the Fund as your agent to execute
the purchase transactions of Shares in accordance with the terms and provisions
of any account, program, plan or service established or used by your customers
and to confirm each purchase to your customers on your behalf, and you guarantee
the legal capacity of your customers purchasing such Shares and any co-owners of
such Shares.
9. You will (a) maintain all records required by law relating to
transactions in the Shares, and upon the request of the Distributor, or the
request of the Fund, promptly make such records available to the Distributor or
to the Fund as are requested, and (b) promptly notify the Distributor if you
experience any difficulty in maintaining the records required in the foregoing
clause in an accurate and complete manner. In addition, you will establish
appropriate procedures and reporting forms and schedules, approved by the
Distributor and by the Fund, to enable the parties hereto and the Fund to
identify all accounts opened and maintained by your customers.
10. Each party hereto represents that it is presently, and, at all times
during the term of this Agreement, will be, a member in good standing of the
NASD and agrees to abide by all its Rules of Fair Practice including, but not
limited to, the following provisions:
(a) You shall not withhold placing customers' orders for any Shares so
as to profit yourself as a result of such withholding. You shall not purchase
any Shares from the Distributor other than for investment, except for the
purpose of covering purchase orders already received.
(b) All conditional orders received by the Distributor must be at a
specified definite price.
(c) Neither the Distributor, as exclusive underwriter for the Fund,
nor you as principal, shall purchase any Shares from a record holder at a price
lower than the net asset value then quoted by, or for, the Fund. Nothing in this
sub-paragraph shall prevent you from selling Shares for the account of a record
holder to the Distributor or the Fund at the net asset value currently quoted
by, or for, the Fund and charging the investor a fair commission for handling
the transaction.
(d) You warrant on behalf of yourself and your registered representatives
and employees that any purchase of Shares at net asset value by the same
pursuant to the terms of the Prospectus and SAI of the Fund is for investment
purposes only and not for purposes of resale. Shares so purchased may be resold
only to the Fund.
11. You agree that you will indemnify the Distributor, the Fund, the
Fund's transfer agent, the Fund's investment adviser, and the Fund's custodian
and each of their respective affiliates, directors, officers, shareholders,
agents and representatives and hold such persons harmless from any claims or
assertions relating to the lawfulness of your participation in this Agreement
and the transactions contemplated hereby or relating to any activities of any
persons or entities affiliated with you which are performed in connection with
the discharge of your responsibilities under this Agreement. If any such claims
are asserted, the indemnified parties shall have the right to engage in their
own defense, including the selection and engagement of legal counsel of their
choosing, and all costs of such defense shall be borne by you.
12. The Distributor shall indemnify, defend and hold harmless you and
each of your affiliates, directors, officers, employees and agents and each
person who controls you within the meaning of the Securities Act of 1933, as
amended (collectively, the "Indemnified Parties") from and against any and all
losses insofar as such losses arise out of or are based upon (1) the
Distributor's negligence, willful misconduct or violation of applicable law in
the performance of its duties and obligations under the Agreement, and (2) any
material breach by the Distributor of a representation, warranty or covenant
made in this Agreement. The Distributor shall also reimburse the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending against such losses. This indemnity
provision is in addition to any other liability which the Distributor may
otherwise have. Promptly after receipt by an Indemnified Party of notice of the
commencement of an investigation, action, claim or proceeding, such Indemnified
Party will, if a claim in respect thereof is to be made against the Distributor
under this section, notify the Distributor of the commencement thereof, but the
omission so to notify the Distributor will not relieve it from any liability
which it may have to any Indemnified Party otherwise than under this section. In
case any such action is brought against any Indemnified Party, and it has
notified the Distributor of the commencement thereof, the Distributor will be
entitled to participate therein and, to the extent that it may wish, assume the
defense thereof, with counsel satisfactory to such Indemnified Party. After
notice from the Distributor of its intention to assume the defense of an action,
the Indemnified Party shall bear the expenses of any additional counsel obtained
by it, and the Distributor shall not be liable to such Indemnified Party under
this section for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof other than reasonable
costs of investigation. The Indemnified Party may not settle any action without
the written consent of the Distributor. The Distributor may not settle any
action without the written consent of the Indemnified Party unless such
settlement completely and finally releases the Indemnified Party from any and
all liability. In either event, consent shall not be unreasonably withheld.
13. This Agreement may be assigned by the Distributor to an affiliated
entity controlling, controlled by, or under common control with the Distributor,
provided, however, that this Agreement will automatically terminate in the event
of its assignment as such term is defined in the Investment Company Act of 1940.
Either party hereto may cancel this Agreement without penalty upon ten days'
written notice. This Agreement may also be terminated at any time without
penalty by the vote of a majority of the members of the Board of Directors of
the Fund who are not "interested persons" (as such term is defined in the
Investment Company Act of 1940), or by a vote of a majority of the outstanding
voting securities of the Fund on ten days' written notice.
14. All communications to the Distributor should be sent to Unified
Financial Securities, Inc., ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: President, or at such other address as the Distributor may
designate in writing. Any notice to you shall be duly given if mailed or
telegraphed to you at the address of your principal office, as indicated below
in your acceptance of this Agreement.
15. This Agreement supersedes any other agreement with you relating to
the offer and sale of the Shares, and relating to any other matter discussed
herein.
16. You and Distributor each acknowledge that it may be provided
"non-public personal information" (as defined in Regulation S-P under the
Securities Exchange Act of 1934, as amended ("Regulation S-P")) resulting from
transactions or services in connection with Shares sold under this Agreement.
Each agrees that it shall comply with all Federal and State laws and regulations
applicable to it and relating to privacy and the use or disclosure of such
non-public personal information. Each also represents and warrants that it has
implemented and agrees that it will maintain an effective information security
program to protect non-public personal information, which program includes
administrative, technical and physical safeguards: (i) to ensure the security
and confidentiality of non-public personal information; (ii) to protect against
any anticipated threats or hazards to the security or integrity of such
non-public personal information; and (iii) to protect against unauthorized
access to or use of non-public personal information. Each, upon request of the
other, shall investigate any alleged disclosure of non-public personal
information, and certify to the other (and to the Fund, if the request
originates from the Distributor) the results of such investigation, and provide
documentation in support thereof.
17. You hereby represent and warrant that you formulate, maintain and
uniformly administer policies and procedures (as amended from time to time, the
"Dealer AML Program") that are designed to ensure compliance with the USA
Patriot Act of 2001, the Bank Secrecy Act of 1970, the Customer Identification
Program rules jointly adopted by the SEC and U.S. Treasury Department, and other
applicable regulations adopted thereunder (collectively, the "Applicable AML
Laws"). During the term of this Agreement, you shall certify to the Trust's
Board of Trustees that you have implemented the Dealer AML Program in accordance
with the terms of this agreement. Upon request of the Fund or the Distributor,
you shall investigate any purchase or redemption of Shares, certify to the Fund
and the Distributor that such purchase or redemption conforms, to the best of
your knowledge, with the terms and conditions of this Agreement, and provide
documentation in support thereof.
18. This Agreement shall be binding (i) upon placing your first order
with the Distributor for the purchase of Shares, or (ii) upon receipt by the
Distributor in Indianapolis, Indiana of a counterpart of this Agreement duly
accepted and signed by you, whichever shall occur first. This Agreement shall be
construed in accordance with the laws of the State of Indiana. You and the
Distributor hereby consent to exclusive jurisdiction of courts located in the
State of Indiana for any dispute arising under this Agreement.
19. The undersigned, executing this Agreement on behalf of Dealer, hereby
warrants and represents that he is duly authorized to so execute this Agreement
on behalf of Dealer.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return two copies of this Agreement to the
Distributor.
ACCEPTED BY DEALER
Provider: Clearing #:
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Broker Dealer Tax I.D. #: NSCC Alpha Code:
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Address: Trading Contact Name:
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City:
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State: Zip Code: Telephone #:
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By: E-Mail:
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Authorized Signatory
Name:
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Printed
Title:
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UNIFIED FINANCIAL SECURITIES, INC.
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By:
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Name:
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Title:
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Date:
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Exhibit A
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Portfolios
API Trust: Growth Fund
API Trust: Capital Income Fund
API Trust: Multiple Index Trust
API Trust: Yorktown Classic Value Trust
API Trust: Treasuries Trust