EXHIBIT (e)(2)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 14th day of August, 2008 between
Forward Funds, a Delaware statutory trust, solely on behalf of each of the
series or portfolios ("Portfolios") set forth in Schedule A (the "Fund"), and
SEI Investments Distribution Co. (the "Distributor"), a Pennsylvania
corporation.
WHEREAS, the Fund is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, intending to be legally bound, the Fund and Distributor hereby agree
as follows:
ARTICLE 1. Sale of Shares; Services. The Fund hereby appoints the Distributor as
its agent and the Distributor accepts such appointment to sell units (the
"Shares") of the Portfolios of the Fund at the net asset value per Share, plus
any applicable sales charges in accordance with the current prospectus, as agent
and on behalf of the Fund, during the term of this Agreement and subject to the
registration requirements of the 1933 Act, the rules and regulations of the SEC
and the Financial Industry Regulatory Authority ("FINRA") and the laws governing
the sale of securities in the various states ("Blue Sky Laws"). Notwithstanding
the foregoing, (i) the Fund reserves the right to issue or sell Shares of any
Portfolio directly to the public at any time and (ii) the Fund may terminate,
suspend or withdraw the offering of Shares of any Portfolio whenever, in its
sole discretion, it deems such action to be desirable. Without limiting the
foregoing, the Distributor shall perform or supervise the performance by others
of the distribution and marketing services set forth in Schedule B, attached
hereto and incorporated herein. The Distributor shall reasonably cooperate with
the Chief Compliance Officer of the Fund with respect to requests for
information and other assistance regarding the obligations of the Fund and the
Portfolios in respect of Rule 38a-1 under the 1940 Act.
ARTICLE 2. Solicitation of Sales. In consideration of these rights granted to
the Distributor, the Distributor agrees to use all reasonable efforts in
connection with the distribution of Shares of the Fund; provided, however, that
the Distributor shall not be prevented from entering into like arrangements with
other issuers. The provisions of this paragraph do not obligate the Distributor
to register as a broker or dealer under the Blue Sky Laws of any jurisdiction
when it determines it would be uneconomical for it to do so or to maintain its
registration in any jurisdiction in which it is now registered or obligate the
Distributor to sell any particular number of Shares. Throughout the term of this
Agreement, the Distributor shall maintain such licenses and registrations as are
necessary to permit it and its representatives and agents to provide the
services hereunder.
ARTICLE 3. Authorized Representations. The Distributor is not authorized by the
Fund to give any information or to make any representations other than those
contained in the current registration statements and prospectuses of the Fund
filed with the SEC or contained in Shareholder reports or other material that
may be prepared by or on behalf of the Fund for the Distributor's use. The
Distributor may prepare and distribute sales literature and other material as it
may deem appropriate, provided that such literature and materials have been
prepared in accordance with applicable rules and regulations; and provided
further, that the Fund has previously approved such material.
ARTICLE 4. Registration of Shares. The Fund agrees that it will take all action
necessary to register Shares under the federal and state securities laws so that
there will be available for sale the number of Shares the Distributor may
reasonably be expected to sell and to pay all fees associated with said
registration. The Fund shall make available to the Distributor such number of
copies of its currently effective prospectus and statement of additional
information as the Distributor may reasonably request. The Fund shall furnish to
the Distributor copies of all information, financial statements and other papers
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which the Distributor may reasonably request for use in connection with the
distribution of Shares of the Fund. The Distributor shall not offer any Shares
for sale under this Agreement following receipt of written notice from the Fund
that (i) the Fund's registration statement as to such Shares or any necessary
amendments thereto has been suspended under any of the provisions of the 1933
Act, or (ii) there is no current prospectus for such Shares on file with the
SEC. In the event the Distributor ceases to offer Shares for sale hereunder as a
result of the foregoing sentence, the Distributor shall not resume offering any
Shares for sale hereunder unless and until the Fund remedies such deficiency and
provides written evidence of the same to the Distributor.
ARTICLE 5. Compensation. As compensation for providing the services under this
Agreement:
(a) The Distributor shall receive from the Fund:
(1) all distribution and service fees, as applicable, at the rate and
under the terms and conditions set forth in each distribution and/or shareholder
services plan applicable to the appropriate class of shares of each Portfolio,
as such plans may be amended from time to time, and subject to any further
limitations on such fees as the board of trustees of the Fund may impose;
(2) all front-end sales charges, if any, on purchases of Shares of
each Portfolio sold subject to such charges as described in the Fund's
Registration Statement and current prospectuses, as amended from time to time.
The Distributor, or brokers, dealers and other financial institutions and
intermediaries that have entered into sub-distribution agreements with the
Distributor, may collect the gross proceeds derived from the sale of such
Shares, remit the net asset value thereof to the Fund upon receipt of the
proceeds and retain the applicable sales charge; and
(3) all contingent deferred sales charges applied on redemptions of
Shares subject to such charges on the terms and subject to such waivers as are
described in the Fund's Registration Statement and current prospectuses, as
amended from time to time, or as otherwise required pursuant to applicable law.
(b) The Distributor may re-allow any or all of the distribution or
service fees, front-end sales charges and contingent deferred sales charges
which it is paid by the Fund to such brokers, dealers and other financial
institutions and intermediaries as the Distributor may from time to time
determine.
(c) Unless otherwise agreed to by the parties in writing, the Distributor
shall not be responsible for fees and expenses in connection with (a) filing of
any registration statement, printing and the distribution of any prospectus(es)
and statement(s) of additional information under the 1933 Act and/or the 1940
Act and amendments prepared for use in connection with the offering of Shares
for sale to the public, preparing, setting in type, printing and mailing the
prospectus(es), statement(s) of additional information and any supplements
thereto sent to existing shareholders, (b) preparing, setting in type, printing
and mailing any report (including annual and semi-annual reports) or other
communication to shareholders of the Fund, and (c) the Blue Sky registration and
qualification of Shares for sale in the various states in which the officers of
the Fund shall determine it advisable to qualify such Shares for sale.
ARTICLE 6. Indemnification of Distributor. The Fund agrees to indemnify and hold
harmless the Distributor and each of its directors, employees, affiliates and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages, or expense and reasonable counsel
fees and disbursements incurred in connection therewith), based upon the ground
that the registration statement, prospectus, Shareholder reports or other
information made available to Distributor or filed or made public by the Fund
(as from time to time amended) included an untrue statement of a material fact
or omitted to state a material fact required to be stated or necessary in order
to make the statements made not misleading. However, the Fund does not agree to
indemnify the Distributor or hold it harmless to the extent that the statements
or omission was made in reliance upon, and in conformity with, information
furnished to the Fund by or on behalf of the Distributor.
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In no case is the indemnity of the Fund to be deemed to protect the
Distributor against any liability to the Fund or its Shareholders to which the
Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement.
The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation or action with respect to which indemnification hereunder
may ultimately be merited. If in any case the Fund is asked to indemnify or hold
the Distributor harmless, the Distributor shall promptly advise the Fund of the
pertinent facts concerning the situation in question, and the Distributor will
use all reasonable care to identify and notify the Fund promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification, but failure to do so shall not affect the rights
hereunder.
The Fund shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Fund elects to assume the defense of
any such claim, the defense shall be conducted by counsel chosen by the Fund and
satisfactory to the Distributor, whose approval shall not be unreasonably
withheld. In the event that the Fund elects to assume the defense of any suit
and retain counsel, the Distributor shall bear the fees and expenses of any
additional counsel retained by it. If the Fund does not elect to assume the
defense of a suit, it will reimburse the Distributor for the fees and expenses
of any counsel retained by the Distributor.
The provisions of this Article 6 shall survive the termination of this
Agreement.
ARTICLE 7. Indemnification of the Fund. The Distributor covenants and agrees
that it will indemnify and hold harmless the Fund and each of its trustees and
officers and each person, if any, who controls the Fund within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages, claim or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees incurred
in connection therewith) arising by reason of any person acquiring any Shares,
based upon the ground that the registration statement, prospectus, Shareholder
reports or other information made available to Distributor or filed or made
public by the Fund (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements made not misleading to the extent that
the statements or omission was made in reliance upon, and in conformity with,
information furnished to the Fund by or on behalf of the Distributor.
In no case is the indemnity of the Distributor in favor of the Fund or
any other person indemnified to be deemed to protect the Fund or any other
person against any liability to which the Fund or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation or action with respect to which indemnification hereunder
may ultimately be merited. If in any case the Distributor is asked to indemnify
or hold the Fund harmless, the Fund shall promptly advise the Distributor of the
pertinent facts concerning the situation in question, and the Fund will use all
reasonable care to identify and notify the Distributor promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification, but failure to do so shall not affect the rights
hereunder.
The Distributor shall be entitled to participate at its own expense or,
if it so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Distributor elects to assume the
defense of any such claim, the defense shall be conducted by counsel chosen by
the Distributor and satisfactory to the Fund, whose approval shall not be
unreasonably withheld. In the event that the Distributor elects to assume the
defense of any suit and retain counsel, the Fund shall bear the fees and
expenses of any additional counsel retained by it. If the Distributor does not
elect to assume the
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defense of a suit, it will reimburse the Fund for the fees and expenses of any
counsel retained by the Fund.
The provisions of this Article 7 shall survive the termination of this
Agreement.
ARTICLE 8. Consequential Damages. In no event and under no circumstances shall
either party to this Agreement be liable to anyone, including, without
limitation, the other party, for consequential, special or indirect damages
(including, without limitation, lost profits, diminution in business reputation)
for any act or failure to act under any provision of this Agreement.
ARTICLE 9. Effective Date. This Agreement shall be effective upon its execution,
and, unless terminated as provided, shall continue in force for two year(s) from
the effective date and thereafter from year to year, provided that such annual
continuance is approved by (i) either the vote of a majority of the trustees of
the Fund, or the vote of a majority of the outstanding voting securities of the
Fund, and (ii) the vote of a majority of those trustees of the Fund who are not
parties to this Agreement or the Fund's distribution plan or interested persons
of any such party ("Qualified Trustees"), cast in person at a meeting called for
the purpose of voting on the approval. This Agreement shall automatically
terminate in the event of its assignment. As used in this paragraph the terms
"vote of a majority of the outstanding voting securities," "assignment" and
"interested person" shall have the respective meanings specified in the 1940
Act. In addition, this Agreement may at any time be terminated without penalty
by the Distributor, by a vote of a majority of Qualified Trustees or by vote of
a majority of the outstanding voting securities of the Fund upon not less than
sixty days prior written notice to the other party.
ARTICLE 10. Notices. All notices provided for or permitted under this Agreement
shall be deemed effective upon receipt, and shall be in writing and (a)
delivered personally, (b) sent by commercial overnight courier with written
verification of receipt, or (c) sent by certified or registered U.S. mail,
postage prepaid and return receipt requested, to the party to be notified, at
the address for such party set forth below, or at such other address of such
party specified in the opening paragraph of this Agreement. Notices to the
Distributor shall be sent to the attention of: General Counsel, SEI Investments
Distribution Company, Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000.
Notices to the Fund shall be sent to the attention of: President, Forward Funds,
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, XX 00000.
ARTICLE 11. Dispute Resolution. Whenever either party desires to institute legal
proceedings against the other concerning this Agreement, it shall provide
written notice to that effect to such other party. The party providing such
notice shall refrain from instituting said legal proceedings for a period of
thirty days following the date of provision of such notice. During such period,
the parties shall attempt in good faith to amicably resolve their dispute by
negotiation among their executive officers.
ARTICLE 12. Entire Agreement; Amendments. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof. This
Agreement supersedes all prior or contemporaneous representations, discussions,
negotiations, letters, proposals, agreements and understandings between the
parties hereto with respect to the subject matter hereof, whether written or
oral. This Agreement may be amended, modified or supplemented only by a written
instrument duly executed by an authorized representative of each of the parties.
ARTICLE 13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to any conflict of laws or choice of laws rules or principles thereof. To
the extent that the applicable laws of the Commonwealth of Pennsylvania, or any
of the provisions of this Agreement, conflict with the applicable provisions of
the 1940 Act, the latter shall control.
ARTICLE 14. Headings. All Article headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement and will not
affect in any way the meaning or interpretation of this Agreement.
ARTICLE 15. Counterparts. This Agreement may be executed in two or more
counterparts, all of which
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shall constitute one and the same instrument. Each such counterpart shall be
deemed an original, and it shall not be necessary in making proof of this
Agreement to produce or account for more than one such counterpart. This
Agreement shall be deemed executed by both parties when any one or more
counterparts hereof or thereof, individually or taken together, bears the
original or facsimile signatures of each of the parties.
ARTICLE 16. Force Majeure. No breach of any obligation of a party to this
Agreement (other than obligations to pay amounts owed) will constitute an event
of default or breach to the extent it arises out of a cause, existing or future,
that is beyond the control and without negligence of the party otherwise
chargeable with breach or default, including without limitation: work action or
strike; lockout or other labor dispute; flood; war; riot; theft; act of
terrorism, earthquake or natural disaster. Either party desiring to rely upon
any of the foregoing as an excuse for default or breach will, when the cause
arises, give to the other party prompt notice of the facts which constitute such
cause; and, when the cause ceases to exist, give prompt notice thereof to the
other party.
ARTICLE 17. Severability. Any provision of this Agreement that is determined to
be invalid or unenforceable in any jurisdiction shall be ineffective to the
extent of such invalidity or unenforceability in such jurisdiction, without
rendering invalid or unenforceable the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction. If a court of competent jurisdiction declares any provision of
this Agreement to be invalid or unenforceable, the parties agree that the court
making such determination shall have the power to reduce the scope, duration, or
area of the provision, to delete specific words or phrases, or to replace the
provision with a provision that is valid and enforceable and that comes closest
to expressing the original intention of the parties, and this Agreement shall be
enforceable as so modified.
ARTICLE 18. Confidential Information.
(a) The Distributor and the Fund (in such capacity, the "Receiving
Party") acknowledge and agree to maintain the confidentiality of Confidential
Information (as hereinafter defined) provided by the Distributor and the Fund
(in such capacity, the "Disclosing Party") in connection with this Agreement.
The Receiving Party shall not disclose or disseminate the Disclosing Party's
Confidential Information to any Person other than (a) those employees, agents,
contractors, subcontractors and licensees of the Receiving Party, or (b) with
respect to the Distributor as a Receiving Party, to those employees, agents,
contractors, subcontractors and licensees of any agent or affiliate, who have a
need to know it in order to assist the Receiving Party in performing its
obligations, or to permit the Receiving Party to exercise its rights under this
Agreement. In addition, the Receiving Party (a) shall take all reasonable steps
to prevent unauthorized access to the Disclosing Party's Confidential
Information, and (b) shall not use the Disclosing Party's Confidential
Information, or authorize other Persons to use the Disclosing Party's
Confidential Information, for any purposes other than in connection with
performing its obligations or exercising its rights hereunder. As used herein,
"reasonable steps" means steps that a party takes to protect its own, similarly
confidential or proprietary information of a similar nature, which steps shall
in no event be less than a reasonable standard of care.
(b) The term "Confidential Information," as used herein, shall mean
all business strategies, plans and procedures, proprietary information,
methodologies, data and trade secrets, and other confidential information and
materials (including, without limitation, any non-public personal information as
defined in Regulation S-P) of the Disclosing Party, its affiliates, their
respective clients or suppliers, or other Persons with whom they do business,
that may be obtained by the Receiving Party from any source or that may be
developed as a result of this Agreement.
(c) The provisions of this Article 18 respecting Confidential Information
shall not apply to the extent, but only to the extent, that such Confidential
Information: (a) is already known to the Receiving Party free of any restriction
at the time it is obtained from the Disclosing Party, (b) is subsequently
learned from an independent third party free of any restriction and without
breach of this Agreement; (c) is or becomes publicly available through no
wrongful act of the Receiving Party or any third party; (d) is independently
developed by or for the Receiving Party without reference to or use of any
Confidential
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Information of the Disclosing Party; or (e) is required to be disclosed pursuant
to an applicable law, rule, regulation, government requirement or court order,
or the rules of any stock exchange (provided, however, that the Receiving Party
shall advise the Disclosing Party of such required disclosure promptly upon
learning thereof in order to afford the Disclosing Party a reasonable
opportunity to contest, limit and/or assist the Receiving Party in crafting such
disclosure).
(d) The Receiving Party shall advise its employees, agents, contractors,
subcontractors and licensees, and shall require its agents and affiliates to
advise their employees, agents, contractors, subcontractors and licensees, of
the Receiving Party's obligations of confidentiality and non-use under this
Article 18, and shall be responsible for ensuring compliance by its and its
affiliates' employees, agents, contractors, subcontractors and licensees with
such obligations. In addition, the Receiving Party shall require all Persons
that are provided access to the Disclosing Party's Confidential Information,
other than the Receiving Party's accountants and legal counsel, to execute
confidentiality or non-disclosure agreements containing provisions substantially
similar to those set forth in this Article 18. The Receiving Party shall
promptly notify the Disclosing Party in writing upon learning of any
unauthorized disclosure or use of the Disclosing Party's Confidential
Information by such Persons.
(e) Upon the Disclosing Party's written request following the termination
of this Agreement, the Receiving Party promptly shall return to the Disclosing
Party, or destroy, all Confidential Information of the Disclosing Party provided
under or in connection with this Agreement, including all copies, portions and
summaries thereof. Notwithstanding the foregoing sentence, (a) the Receiving
Party may retain one copy of each item of the Disclosing Party's Confidential
Information for purposes of identifying and establishing its rights and
obligations under this Agreement, for archival or audit purposes and/or to the
extent required by applicable law, and (b) the Distributor shall have no
obligation to return or destroy Confidential Information of Fund that resides in
save tapes of Distributor; provided, however, that in either case all such
Confidential Information retained by the Receiving Party shall remain subject to
the provisions of Article 18 for so long as it is so retained. If requested by
the Disclosing Party, the Receiving Party shall certify in writing its
compliance with the provisions of this paragraph.
ARTICLE 19. Use of Name.
(a) The Fund shall not use the name of the Distributor, or any of its
affiliates, in any prospectus or statement of additional information, sales
literature, and other material relating to the Fund in any manner without the
prior written consent of the Distributor (which shall not be unreasonably
withheld); provided, however, that the Distributor hereby approves all lawful
uses of the names of the Distributor and its affiliates in the prospectus and
statement of additional information of the Fund and in all other materials which
merely refer in accurate terms to their appointment hereunder or which are
required by the SEC, FINRA, or any state securities authority.
(b) Neither the Distributor nor any of its affiliates shall use the name
of the Fund in any publicly disseminated materials, including sales literature,
in any manner without the prior written consent of the Fund (which shall not be
unreasonably withheld); provided, however, that the Fund hereby approves all
lawful uses of its name in any required regulatory filings of the Distributor
which merely refer in accurate terms to the appointment of the Distributor
hereunder, or which are required by the SEC, FINRA, or any state securities
authority.
ARTICLE 20. Insurance. The Distributor agrees to maintain liability insurance
coverage which is, in scope and amount, consistent with coverage customary in
the industry for distribution activities similar to the distribution activities
provided to the Fund hereunder. The Distributor shall notify the Fund upon
receipt of any notice of material, adverse change in the terms or provisions of
its insurance coverage that may materially and adversely affect the Fund's
rights hereunder. Such notification shall include the date of change and the
reason or reasons therefore. The Distributor shall notify the Fund of any
material claims against it, whether or not covered by insurance that may
materially and adversely affect the Fund's rights hereunder.
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ARTICLE 21. Anti-Money Laundering. The Distributor agrees to maintain an
anti-money laundering program in compliance with Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act") and all applicable laws
and regulations promulgated thereunder. The Distributor confirms that, as soon
as possible, following the request from the Fund, the Distributor will supply
the Fund with copies of the Distributor's anti-money laundering policy and
procedures, and such other relevant certifications and representations regarding
such policy and procedures as the Fund may reasonably request from time to time.
ARTICLE 22. Limitation of Liability. The Distributor agrees that the obligations
assumed by the Fund under this contract shall be limited in all cases to the
Fund and its assets. The Distributor agrees that it shall not seek satisfaction
of any such obligation from the shareholders or any individual shareholder of
the Fund. Nor shall the Distributor seek satisfaction of any such obligation
from the Trustees, officers or any individual Trustee or officer of the Fund.
The Distributor understands that the rights and obligations of each Portfolio of
the Fund under the Fund's Declaration of Trust are separate and distinct from
those of any and all other Portfolios.
Any obligations of the Fund entered into in the name or on behalf thereof by any
of the Trustees or officers, representatives or agents are not made
individually, but in such capacities, and are not binding upon any of the
Trustees, officers, shareholders, or representatives of the Fund personally, but
bind only the Fund property, and all persons dealing with any Portfolio of
Shares of the Fund must look solely to the Fund property belonging to such
Portfolio for the enforcement of any claims against the Fund.
IN WITNESS WHEREOF, the Fund and Distributor have each duly executed
this Agreement, as of the day and year above written.
FORWARD FUNDS SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ J. Xxxx Xxxx Jr. By: /s/ Xxxxxx X. Xxxx
------------------------------- ----------------------------------------
Name: J. Xxxx Xxxx, Jr. Name: Xxxxxx X. Xxxx
Title: President Title: Chief Financial Officer
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SCHEDULE A
SERIES/PORTFOLIOS
Accessor Strategic Alternatives Fund
Accessor Total Return Fund
Accessor Growth Fund
Accessor Value Fund
Accessor Small to Mid Cap Fund
Accessor International Equity Fund
Accessor High Yield Bond Fund
Accessor Intermediate Fixed-Income Fund
Accessor Short-Intermediate Fixed-Income Fund
Accessor Mortgage Securities Fund
Accessor U.S. Government Money Fund
Accessor Limited Duration U.S. Government Fund
Accessor Aggressive Growth Allocation Fund
Accessor Growth & Income Allocation Fund
Accessor Growth Allocation Fund
Accessor Balanced Allocation Fund
Accessor Income & Growth Allocation Fund
Accessor Income Allocation Fund
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SCHEDULE B
SERVICES
o Review all collateral fund marketing materials provided to the Distributor
by or on behalf of the Fund for compliance with SEC & FINRA advertising
rules
o Conduct FINRA filing of materials
o Respond to FINRA comments on marketing materials
o Review and file Internet sites according to FINRA policies
o Provide the Fund with copy of the Distributor's SEC & FINRA Marketing
Materials Guidebook
o Coordinate sub-distribution agreements with broker/dealers on behalf of the
Fund
o Coordinate operational agreements (e.g. networking agreements, NSCC
redemption agreements)
o Coordinate 401(k) agreements and shareholder service agreements with
various record-holders
Additional items requested by client:
o Prepare and deliver reports to the Accessor trustees on a regular basis, at
least quarterly, showing the expenditures pursuant to each distribution
plan and the purposes therefor, as well as any supplemental reports that
the trustees may reasonably request.
o Pay a commission to certain service organizations in accordance with the
prospectus and statement of additional information.
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