MEMORIAL FUNDS
Distribution Agreement
THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 1st
day of October, 2001 by and among Memorial Funds (the "Fund"), a Delaware
Trust, Memorial Investment Advisors (the "Adviser"), a (______________)
corporation, and InCap Securities, Inc. (the "Distributor"), a Pennsylvania
corporation.
WITNESSETH THAT:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act") and has registered its shares of common stock (the "Shares") under
the Securities Act of 1933, as amended (the "1933 Act") in one or more
distinct series of Shares (the "Portfolio" or "Portfolios");
WHEREAS, the Adviser has been appointed investment adviser to the
Fund;
WHEREAS, the Distributor is a broker-dealer registered with the U.S.
Securities and Exchange Commission (the "SEC") and a member in good
standing of the National Association of Securities Dealers, Inc. (the
"NASD");
WHEREAS, the Fund has adopted a plan of distribution (the
"Distribution Plan") pursuant to Rule 12b-1 under the 1940 Act relating to
the payment by the Fund of distribution expenses; and
WHEREAS, the Fund, the Adviser and the Distributor desire to enter
into this Agreement pursuant to which the Distributor will provide
distribution services to the Portfolios of the Fund identified on Schedule
A, as may be amended from time to time, on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Fund, the Adviser and the Distributor,
intending to be legally bound hereby, agree as follows:
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints the
Distributor as its exclusive agent for the distribution of the Shares, and
the Distributor hereby accepts such appointment under the terms of this
Agreement. The Fund shall not sell any Shares to any person except to fill
orders for the Shares received through the Distributor; provided, however,
that the foregoing exclusive right shall not apply: (i) to Shares issued or
sold in connection with the merger or consolidation of any other investment
company with the Fund or the acquisition by purchase or otherwise of all or
substantially all of the assets of any investment company or substantially
all of the outstanding shares of any such company by the Fund; (ii) to
Shares which may be offered by the Fund to its shareholders for
reinvestment of cash distributed from capital gains or net investment
income of the Fund; or (iii) to Shares which may be issued to shareholders
of other funds who exercise any exchange privilege set forth in the Fund's
Prospectus. Notwithstanding any other provision hereof, the Fund may
terminate, suspend, or withdraw the offering of the Shares whenever, in its
sole discretion, it deems such action to be desirable, and the Distributor
shall process no further orders for Shares after it receives notice of such
termination, suspension or withdrawal.
2. FUND DOCUMENTS. The Fund has provided the Administrator with
properly certified or authenticated copies of the following Fund related
documents in effect on the date hereof: the Fund's organizational
documents, including Articles of Incorporation and by-laws; the Fund's
Registration Statement on Form N-1A, including all exhibits thereto; the
Fund's most current Prospectus and Statement of Additional Information; and
resolutions of the Fund's Board of Directors authorizing the appointment of
the Distributor and approving this Agreement. The Fund shall promptly
provide to the Distributor copies, properly certified or authenticated, of
all amendments or supplements to the foregoing. The Fund shall provide to
the Distributor copies of all other information which the Distributor may
reasonably request for use in connection with the distribution of Shares,
including, but not limited to, a certified copy of all financial statements
prepared for the Fund by its independent public accountants. The Fund shall
also supply the Distributor with such number of copies of the current
Prospectus, Statement of Additional Information and shareholder reports as
the Distributor shall reasonably request.
3. DISTRIBUTION SERVICES. The Distributor shall sell and repurchase
Shares as set forth below, subject to the registration requirements of the
1933 Act and the rules and regulations thereunder, and the laws governing
the sale of securities in the various states ("Blue Sky Laws"):
a. The Distributor, as agent for the Fund, shall sell Shares to
the public against orders therefor at the public offering price, which
shall be the net asset value of the Shares then in effect.
b. The net asset value of the Shares shall be determined in the
manner provided in the then current Prospectus and Statement of Additional
Information. The net asset value of the Shares shall be calculated by the
Fund or by another entity on behalf of the Fund. The Distributor shall have
no duty to inquire into or liability for the accuracy of the net asset
value per Share as calculated.
c. Upon receipt of purchase instructions, the Distributor shall
transmit such instructions to the Fund or its transfer agent for
registration of the Shares purchased.
d. The Distributor shall also have the right to take, as agent
for the Fund, all actions which, in the Distributor's judgment, are
necessary to effect the distribution of Shares.
e. Nothing in this Agreement shall prevent the Distributor or any
"affiliated person" from buying, selling or trading any securities for its
or their own account or for the accounts of others for whom it or they may
be acting; provided, however, that the Distributor expressly agrees that it
shall not for its own account purchase any Shares of the Fund except for
investment purposes and that it shall not for its own account sell any such
Shares except for redemption of such Shares by the Fund, and that it shall
not undertake activities which, in its judgment, would adversely affect the
performance of its obligations to the Fund under this Agreement.
f. The Distributor, as agent for the Fund, shall repurchase
Shares at such prices and upon such terms and conditions as shall be
specified in the Prospectus.
4. DISTRIBUTION SUPPORT SERVICES. In addition to the sale and
repurchase of Shares, the Distributor shall perform the distribution
support services set forth on Schedule B attached hereto, as may be amended
from time to time. Such distribution support services shall include: Review
of sales and marketing literature and submission to the NASD; NASD
recordkeeping; and quarterly reports to the Fund's Board of Directors. Such
distribution support services may also include: fulfillment services,
including telemarketing, printing, mailing and follow-up tracking of sales
leads; and licensing Adviser or Fund personnel as registered
representatives of the Distributor and related supervisory activities.
5. REASONABLE EFFORTS. The Distributor shall use all reasonable
efforts in connection with the distribution of Shares. The Distributor
shall have no obligation to sell any specific number of Shares and shall
only sell Shares against orders received therefor. The Fund shall retain
the right to refuse at any time to sell any of its Shares for any reason
deemed adequate by it.
6. COMPLIANCE. In furtherance of the distribution services being
provided hereunder, the Distributor and the Fund agree as follows:
a. The Distributor shall comply with the Code of Conduct of the
NASD and the securities laws of any jurisdiction in which it sells,
directly or indirectly, Shares.
b. The Distributor shall require each dealer with whom the
Distributor has a selling agreement to conform to the applicable provisions
of the Fund's most current Prospectus and Statement of Additional
Information, with respect to the public offering price of the Shares.
c. The Fund agrees to furnish to the Distributor sufficient
copies of any agreements, plans, communications with the public or other
materials it intends to use in connection with any sales of Shares in a
timely manner in order to allow the Distributor to review, approve and file
such materials with the appropriate regulatory authorities and obtain
clearance for use. The Fund agrees not to use any such materials until so
filed and cleared for use by appropriate authorities and the Distributor.
d. The Distributor, at its own expense, shall qualify as a broker
or dealer, or otherwise, under all applicable Federal or state laws
required to permit the sale of Shares in such states as shall be mutually
agreed upon by the parties; provided, however that the Distributor shall
have no obligation to register as a broker or dealer under the Blue Sky
Laws of any jurisdiction if it determines that registering or maintaining
registration in such jurisdiction would be uneconomical.
e. The Distributor shall not, in connection with any sale or
solicitation of a sale of the Shares, or make or authorize any
representative, service organization, broker or dealer to make, any
representations concerning the Shares except those contained in the Fund's
most current Prospectus covering the Shares and in communications with the
public or sales materials approved by the Distributor as information
supplemental to such Prospectus.
7. EXPENSES. Expenses shall be allocated as follows:
a. The Fund shall bear the following expenses: preparation,
setting in type, and printing of sufficient copies of the Prospectus and
Statement of Additional Information for distribution to existing
shareholders; preparation and printing of reports and other communications
to existing shareholders; distribution of copies of the Prospectus,
Statement of Additional Information and all other communications to
existing shareholders; registration of the Shares under the Federal
securities laws; qualification of the Shares for sale in the jurisdictions
mutually agreed upon by the Fund and the Distributor; transfer
agent/shareholder servicing agent services; supplying information, prices
and other data to be furnished by the Fund under this Agreement; and any
original issue taxes or transfer taxes applicable to the sale or delivery
of the Shares or certificates therefor.
b. The Adviser shall pay all other expenses incident to the sale
and distribution of the Shares sold hereunder, including, without
limitation: printing and distributing copies of the Prospectus, Statement
of Additional Information and reports prepared for use in connection with
the offering of Shares for sale to the public; advertising in connection
with such offering, including public relations services, sales
presentations, media charges, preparation, printing and mailing of
advertising and sales literature; data processing necessary to support a
distribution effort; distribution and shareholder servicing activities of
broker-dealers and other financial institutions; filing fees required by
regulatory authorities for sales literature and advertising materials; any
additional out-of-pocket expenses incurred in connection with the foregoing
and any other costs of distribution.
8. COMPENSATION. For the distribution and distribution support
services provided by the Distributor pursuant to the terms of the
Agreement, the Adviser shall pay to the Distributor the compensation set
forth in Schedule A attached hereto, which schedule may be amended from
time to time. The Adviser shall also reimburse the Distributor for its
out-of-pocket expenses related to the performance of its duties hereunder,
including, without limitation, telecommunications charges, postage and
delivery charges, record retention costs, reproduction charges and
traveling and lodging expenses incurred by officers and employees of the
Distributor. The Fund shall pay the Distributor's monthly invoices for
distribution fees and out-of-pocket expenses within five days of the
respective month-end. If this Agreement becomes effective subsequent to the
first day of the month or terminates before the last day of the month, the
Fund shall pay to the Distributor a distribution fee that is prorated for
that part of the month in which this Agreement is in effect. All rights of
compensation and reimbursement under this Agreement for services performed
by the Distributor as of the termination date shall survive the termination
of this Agreement.
9. USE OF DISTRIBUTOR'S NAME. The Fund shall not use the name of the
Distributor or any of its affiliates in the Prospectus, Statement of
Additional Information, sales literature or other material relating to the
Fund in a manner not approved prior thereto in writing by the Distributor;
provided, however, that the Distributor shall approve all uses of its and
its affiliates' names that merely refer in accurate terms to their
appointments or that are required by the Securities and Exchange Commission
(the "SEC") or any state securities commission; and further provided, that
in no event shall such approval be unreasonably withheld.
10. USE OF FUND'S NAME. Neither the Distributor nor any of its
affiliates shall use the name of the Fund or material relating to the Fund
on any forms (including any checks, bank drafts or bank statements) for
other than internal use in a manner not approved prior thereto by the Fund;
provided, however, that the Fund shall approve all uses of its name that
merely refer in accurate terms to the appointment of the Distributor
hereunder or that are required by the SEC or any state securities
commission; and further provided, that in no event shall such approval be
unreasonably withheld.
11. LIABILITY OF DISTRIBUTOR. The duties of the Distributor shall be
limited to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Distributor hereunder. The
Distributor shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except to the extent of a loss resulting from
willful misfeasance, bad faith or gross negligence, or reckless disregard
of its obligations and duties under this Agreement. As used in this Section
9 and in Section 10 (except the second paragraph of Section 10), the term
"Distributor" shall include directors, officers, employees and other agents
of the Distributor.
12. INDEMNIFICATION OF DISTRIBUTOR. The Fund shall indemnify and hold
harmless the Distributor against any and all liabilities, losses, damages,
claims and expenses (including, without limitation, reasonable attorneys'
fees and disbursements and investigation expenses incident thereto) which
the Distributor may incur or be required to pay hereafter, in connection
with any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which the
Distributor may be involved as a party or otherwise or with which the
Distributor may be threatened, by reason of the offer or sale of the Fund
shares prior to the effective date of this Agreement.
Any director, officer, employee, shareholder or agent of the
Distributor who may be or become an officer, Director, employee or agent of
the Fund, shall be deemed, when rendering services to the Fund or acting on
any business of the Fund (other than services or business in connection
with the Distributor's duties hereunder), to be rendering such services to
or acting solely for the Fund and not as a director, officer, employee,
shareholder or agent, or one under the control or direction of the
Distributor, even though receiving a salary from the Distributor.
The Fund agrees to indemnify and hold harmless the Distributor,
and each person, who controls the Distributor within the meaning of Section
15 of the 1933 Act, or Section 20 of the Securities Exchange Act of 1934,
as amended ("1934 Act"), against any and all liabilities, losses, damages,
claims and expenses, joint or several (including, without limitation,
reasonable attorneys' fees and disbursements and investigation expenses
incident thereto) to which they, or any of them, may become subject under
the 1933 Act, the 1934 Act, the 1940 Act or other Federal or state laws or
regulations, at common law or otherwise, insofar as such liabilities,
losses, damages, claims and expenses (or actions, suits or proceedings in
respect thereof) arise out of or relate to any untrue statement or alleged
untrue statement of a material fact contained in a Prospectus, Statement of
Additional Information, supplement thereto, sales literature or other
written information prepared by the Fund and provided by the Fund to the
Distributor for the Distributor's use hereunder, or arise out of or relate
to 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. The Distributor (or any person controlling the Distributor)
shall not be entitled to indemnity hereunder for any liabilities, losses,
damages, claims or expenses (or actions, suits or proceedings in respect
thereof) resulting from (i) an untrue statement or omission or alleged
untrue statement or omission made in the Prospectus, Statement of
Additional Information, or supplement, sales or other literature, in
reliance upon and in conformity with information furnished in writing to
the Fund by the Distributor specifically for use therein or (ii) the
Distributor's own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties and obligations in the performance of this
Agreement.
The Distributor agrees to indemnify and hold harmless the Fund,
and each person who controls the Fund within the meaning of Section 15 of
the 1933 Act, or Section 20 of the 1934 Act, against any and all
liabilities, losses, damages, claims and expenses, joint or several
(including, without limitation reasonable attorneys' fees and disbursements
and investigation expenses incident thereto) to which they, or any of them,
may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other
Federal or state laws, at common law or otherwise, insofar as such
liabilities, losses, damages, claims or expenses arise out of or relate to
any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus or Statement of Additional Information or any
supplement thereto, or arise out of or relate to 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, if based upon
information furnished in writing to the Fund by the Distributor
specifically for use therein.
A party seeking indemnification hereunder (the "Indemnitee")
shall give prompt written notice to the party from whom indemnification is
sought ("Indemnitor") of a written assertion or claim of any threatened or
pending legal proceeding which may be subject to indemnity under this
Section; provided, however, that failure to notify the Indemnitor of such
written assertion or claim shall not relieve the Indemnitor of any
liability arising from this Section. The Indemnitor shall be entitled, if
it so elects, to assume the defense of any suit brought to enforce a claim
subject to this Indemnity and such defense shall be conducted by counsel
chosen by the Indemnitor and satisfactory to the Indemnitee; provided,
however, that if the defendants include both the Indemnitee and the
Indemnitor, and the Indemnitee shall have reasonably concluded that there
may be one or more legal defenses available to it which are different from
or additional to those available to the Indemnitor ("conflict of
interest"), the Indemnitor shall not have the right to elect to defend such
claim on behalf of the Indemnitee, and the Indemnitee shall have the right
to select separate counsel to defend such claim on behalf of the
Indemnitee. In the event that the Indemnitor elects to assume the defense
of any suit pursuant to the preceding sentence and retains counsel
satisfactory to the Indemnitee, the Indemnitee shall bear the fees and
expenses of additional counsel retained by it, except for reasonable
investigation costs which shall be borne by the Indemnitor. If the
Indemnitor (i) does not elect to assume the defense of a claim, (ii) elects
to assume the defense of a claim but chooses counsel that is not
satisfactory to the Indemnitee or (iii) has no right to assume the defense
of a claim because of a conflict of interest, the Indemnitor shall advance
or reimburse the Indemnitee, at the election of the Indemnitee, reasonable
fees and disbursements of any counsel retained by Indemnitee, including
reasonable investigation costs.
13. DUAL EMPLOYEES. The Adviser agrees that only its employees who are
registered representatives of the Distributor ("dual employees") shall
offer or sell Shares of the Portfolios and further agrees that the
activities of any such employees as registered representatives of the
Distributor shall be limited to offering and selling Shares. If there are
dual employees, one employee of the Adviser shall register as a principal
of the Distributor and assist the Distributor in monitoring the marketing
and sales activities of the dual employees. The Adviser shall maintain
errors and omissions and fidelity bond insurance policies providing
reasonable coverage for its employees activities and shall provide copies
of such policies to the Distributor. The Adviser shall indemnify and hold
harmless the Distributor against any and all liabilities, losses, damages,
claims and expenses (including reasonable attorneys' fees and disbursements
and investigation costs incident thereto) arising from or related to the
Adviser's employees' activities as registered representatives of the
Distributor, including, without limitation, any and all such liabilities,
losses, damages, claims and expenses arising from or related to the breach
by such dual employees of any rules or regulations of the NASD or SEC.
14. FORCE MAJEURE. The Distributor shall not be liable for any delays
or errors occurring by reason of circumstances not reasonably foreseeable
and beyond its control, including, but not limited, to acts of civil or
military authority, national emergencies, work stoppages, fire, flood,
catastrophe, acts of God, insurrection, war, riot or failure of
communication or power supply. In the event of equipment breakdowns which
are beyond the reasonable control of the Distributor and not primarily
attributable to the failure of the Distributor to reasonably maintain or
provide for the maintenance of such equipment, the Distributor shall, at no
additional expense to the Fund, take reasonable steps in good faith to
minimize service interruptions, but shall have no liability with respect
thereto.
15. SCOPE OF DUTIES. The Distributor and the Fund shall regularly
consult with each other regarding the Distributor's performance of its
obligations and its compensation under the foregoing provisions. In
connection therewith, the Fund shall submit to the Distributor at a
reasonable time in advance of filing with the SEC copies of any amended or
supplemented Registration Statement of the Fund (including exhibits) under
the 1940 Act and the 1933 Act, and at a reasonable time in advance of their
proposed use, copies of any amended or supplemented forms relating to any
plan, program or service offered by the Fund. Any change in such materials
that would require any change in the Distributor's obligations under the
foregoing provisions shall be subject to the Distributor's approval. In the
event that a change in such documents or in the procedures contained
therein increases the cost or burden to the Distributor of performing its
obligations hereunder, the Distributor shall be entitled to receive
reasonable compensation therefore.
16. DURATION. This Agreement shall become effective as of the date
first above written, and shall continue in force for two years from that
date and thereafter from year to year, provided continuance is approved at
least annually by either (i) the vote of a majority of the Directors of the
Fund, or by the vote of a majority of the outstanding voting securities of
the Fund, and (ii) the vote of a majority of those Directors of the Fund
who are not interested persons of the Fund, and who are not parties to this
Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on the approval.
17. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of
its assignment.
b. This Agreement shall terminate upon the failure to approve the
continuance of the Agreement after the initial two year term as set forth
in Section 14 above.
c. This Agreement shall terminate at any time upon a vote of the
majority of the Directors who are not interested persons of the Fund or by
a vote of the majority of the outstanding voting securities of the Fund,
upon not less than 60 days prior written notice to the Distributor.
d. The Distributor may terminate this Agreement upon not less
than 60 days prior written notice to the Fund.
Upon the termination of this Agreement, the Fund shall pay to the
Distributor such compensation and out-of-pocket expenses as may be payable
for the period prior to the effective date of such termination. In the
event that the Fund designates a successor to any of the Distributor's
obligations hereunder, the Distributor shall, at the expense and direction
of the Fund, transfer to such successor all relevant books, records and
other data established or maintained by the Distributor pursuant to the
foregoing provisions.
Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25 and 26
shall survive any termination of this Agreement.
18. AMENDMENT. 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 Fund and shall
not become effective unless its terms have been approved by the majority of
the Directors of the Fund or by a "vote of majority of the outstanding
voting securities" of the Fund and by a majority of those Directors who are
not "interested persons" of the Fund or any party to this Agreement.
19. NON-EXCLUSIVE SERVICES. The services of the Distributor rendered
to the Fund are not exclusive. The Distributor may render such services to
any other investment company.
20. DEFINITIONS. As used in this Agreement, the terms "vote of a
majority of the outstanding voting securities," "assignment," "interested
person" and "affiliated person" shall have the respective meanings
specified in the 1940 Act and the rules enacted thereunder as now in effect
or hereafter amended.
21. CONFIDENTIALITY. The Distributor shall treat confidentially and as
proprietary information of the Fund all records and other information
relating to the Fund and prior, present or potential shareholders and shall
not use such records and information for any purpose other than performance
of its responsibilities and duties hereunder, except as may be required by
administrative or judicial tribunals or as requested by the Fund.
22. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand
or upon receipt if sent by certified or registered mail (postage prepaid
and return receipt requested) or by a nationally recognized overnight
courier service (appropriately marked for overnight delivery) or upon
transmission if sent by telex or facsimile (with request for immediate
confirmation of receipt in a manner customary for communications of such
respective type and with physical delivery of the communication being made
by one or the other means specified in this Section 20 as promptly as
practicable thereafter). Notices shall be addressed as follows:
(a) if to the Fund:
Memorial Funds
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
ATTN: Xxxxxxxxxxx X. Xxxx
President
(b) if to the Adviser:
Memorial Investment Advisors
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
ATTN: Xxxxxxxxxxx X. Xxxx
President
(c) if to the Distributor:
InCap Securities, Inc.
000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Senior Vice President
or to such other respective addresses as the parties shall designate by
like notice, provided that notice of a change of address shall be effective
only upon receipt thereof.
23. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be administered, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania to
the extent that such laws are not preempted by the provisions of any law of
the United States heretofore or hereafter enacted, as the same may be
amended from time to time.
25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior written or
oral agreements and understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. 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. This Agreement may be executed in
two counterparts, each of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the day and year first above written.
Memorial Funds
By: /s/Xxxxxxxxxxx X. Xxxx
-------------------------------
Xxxxxxxxxxx X. Xxxx, President
Memorial Investment Advisors
By: /s/Xxxxxxxxxxx X. Xxxx
-------------------------------
Xxxxxxxxxxx X. Xxxx, President
InCap Securities, Inc.
By: /s/Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx, Senior Vice President
SCHEDULE A
Memorial Funds
Portfolio and Fee Schedule
Portfolios covered by Distribution Agreement:
Government Bond Fund
Corporate Bond Fund
Growth Equity Fund
Value Equity Fund
Fees for distribution and distribution support
services on behalf of the Portfolios:
$12,000 Annual Fee
Plus out- of- pocket expenses to include, but not limited to: travel,
printing, postage, telephone, registration fees for Adviser/ Fund
personnel, broker/ dealer fees specific to Adviser/ Fund, and other
standard miscellaneous items.
SCHEDULE B
Distribution Support Services
1. Provide national broker dealer for Fund registration.
2. Review and submit for approval all advertising and promotional
materials.
3. Maintain all books and records required by the NASD.
4. Monitor Distribution Plan and report to Board of Directors.
5. Prepare quarterly reports to Board of Directors relating to
distribution activities.
6. Subject to approval of Distributor, license personnel as registered
representatives of the Distributor (additional cost- to be
negotiated).
7. Telemarketing services (additional cost- to be negotiated).
8. Fund fulfillment services, including sampling prospective shareholders
inquiries and related mailings (additional cost- to be negotiated).
04014.0001 #320580
