AGREEMENT made this 1st day of November, 2000, by and between THE
BUTTONWOOD FUNDS, INC., a Maryland corporation (the "Company"), on behalf of its
series BUTTONWOOD CAPITAL APPRECIATION (the "Fund"), and XXXXXX XXXXXXXXXX XXXXX
LLC, a Delaware limited liability company ("Janney").
The Parties hereto agree that Janney, as the Distributor to the Fund,
shall limit the total operating expenses of the Fund by reducing the annual
distribution fee (or 12b-1 fee) which is permitted by the Funds' Distribution
Plan from 0.65% of the Fund's average daily net assets to 0.40%.
This will also confirm that Janney has voluntarily waived receipt of a
3% sales commission on purchases of the Fund's shares.
Janney further confirms that it will not seek to reinstate such waived
amounts (i) for at least one year from the date hereof and (ii) without the
affirmative vote of a majority of the disinterested directors of the Company.
The Agreement shall be renewable at the end of each one year period for
an additional one year period of the written agreement of the parties hereto.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the day and year first written above.
THE BUTTONWOOD FUNDS, INC. XXXXXX XXXXXXXXXX XXXXX LLC
By: /s/Xxxxxxxxxx X. Xxxxxxxx By: /s/Xxxxxxx Xxxxxx
------------------------- -----------------
Name: Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx
Title: President Title: Chairman
