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EXHIBIT (6)(A)
DISTRIBUTION AGREEMENT
This Agreement is made as of the 29th day of December, 1998, between
The Riverfront Funds (the "Fund"), an Ohio business trust having its principal
place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and BISYS Fund
Services Limited Partnership d/b/a BISYS Fund Services ("Distributor"), an Ohio
limited partnership having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000.
WHEREAS, the Fund is an open-end management investment company,
organized as an Ohio business trust and registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, it is intended that Distributor act as the distributor of the
shares of beneficial interest ("Shares") of each of the investment portfolios of
the Fund identified on Schedule A hereto as such Schedule may be amended from
time to time (such current portfolios and any additional portfolios being
referred to individually as a "Portfolio" and collectively as the "Portfolios").
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Distributor.
1.1 Distributor will act as agent for the distribution of the Shares
covered by the registration statement and prospectuses of the Fund then in
effect under the Securities Act of 1933, as amended (the "Securities Act"). As
used in this Agreement, the term "registration statement" shall mean Parts A
(the prospectus), B (the Statement of Additional Information) and C of each
registration statement that is filed on Form N-1A, or any successor thereto,
with the Commission, together with any amendments thereto. The term "prospectus"
shall mean each form of Prospectus and Statement of Additional Information used
by the Portfolios for delivery to shareholders and prospective shareholders
after the effective dates of the above referenced registration statements,
together with any amendments and supplements thereto.
1.2 Distributor agrees to use appropriate efforts to solicit orders for
the sale of the Shares and will undertake such advertising and promotion as it
believes reasonable in connection with such solicitation. The Fund understands
that Distributor is now and may in the future be the distributor of the shares
of several investment companies or series (together, "Companies") including
Companies having investment objectives similar to those of the Portfolios of the
Fund. The Fund further understands that investors and potential investors in the
Fund may invest in shares of such other Companies. The Fund agrees that
Distributor's duties to such Companies shall not be deemed in conflict with its
duties to the Fund under this paragraph 1.2.
Except as provided in Section 2 hereof, Distributor shall, at its own
expense, finance appropriate activities which it deems reasonable which are
primarily intended to result in the sale of the Shares, including, but not
limited to, advertising, compensation of underwriters, dealers and sales
personnel, the printing and mailing of prospectuses to other than current
Shareholders, and the printing and mailing of sales literature.
1.3 In its capacity as distributor of the Shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, the Securities Act, all rules and regulations
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promulgated by the Commission thereunder and all rules and regulations adopted
by any securities association registered under the Securities Exchange Act of
1934.
1.4 Distributor will provide one or more persons, during normal
business hours, to respond to telephone questions with respect to the Fund.
1.5 Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent and custodian for the Portfolios.
1.6 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by abnormal circumstances of any
kind, the Fund's officers may decline to accept any orders for, or make any
sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.
1.7 Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.
1.8 Distributor shall adopt and maintain compliance standards as to
when each class of Shares may be sold to particular investors in accordance with
the Order of Exemption granted by the Commission in connection with the Fund's
offering of multiple classes of Shares. Distributor further agrees to conform to
such standards and shall require all other persons selling Shares of the Fund to
conform to such standards.
1.9 The Fund agrees at its own expense to execute any and all documents
and to furnish any and all information and otherwise to take all actions that
may be reasonably necessary in connection with the qualification of the Shares
for sale in such states as Distributor may designate.
1.10 The Fund shall furnish from time to time, for use in connection
with the sale of the Shares, such information with respect to the Portfolios and
the Shares as Distributor may reasonable request; and the Fund warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Fund shall also furnish Distributor upon
request with: (a) unaudited semi-annual statements of the Portfolios' books and
accounts prepared by the Fund, (b) a monthly itemized list of the securities in
the Portfolios, (c) monthly balance sheets as soon as practicable after the end
of each month, and (d) from time to time such additional information regarding
the financial condition of the Portfolios as Distributor may reasonably request.
1.11 The Fund represents to Distributor that, with respect to the
Shares, all registration statements and prospectuses filed by the Fund with the
Commission under the Securities Act have been carefully prepared in conformity
with requirements of said Act and the rules and regulations of the Commission
thereunder. The registration statement and prospectus, when such registration
statement becomes effective, will contain all statements required to be stated
therein in conformity with said Act and the rules and regulations of the
Commission and all statements of fact contained in any such registration
statement and prospectus will be true and correct when such registration
statement becomes effective. Furthermore, neither any registration statement nor
any prospectus when such registration statement becomes effective will include
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
to a purchaser of the Shares. The Fund may, but shall not be obligated to,
propose from time to time such amendment or amendments to any registration
statement and such supplement or supplements to any prospectus as, in the light
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of future developments, may, in the opinion of the Fund's counsel, be necessary
or advisable. If the Fund shall not propose such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Fund of a
written request from Distributor to do so, Distributor may, at its option,
terminate this Agreement. The Fund shall not file any amendment to any
registration statement or supplement to any prospectus without giving
Distributor reasonable notice thereof in advance; provided, however, that
nothing contained in this Agreement shall in any way limit the Fund's right to
file at any time such amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and unconditional.
1.12 The Fund authorizes Distributor and dealers to use any prospectus
in the form furnished from time to time in connection with the sale of the
Shares. The Fund agrees to indemnify, defend and hold Distributor, its several
partners and employees, and any person who controls Distributor within the
meaning of Section 15 of the Securities Act free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which Distributor, its partners and
employees, or any such controlling person, may incur under the Securities Act or
under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
either any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading. Provided, however, that the Fund's
agreement to indemnify Distributor, its partners or employees, and any such
controlling person shall not be deemed to cover any claims, demands, liabilities
or expenses arising out of any statements or representations as are contained in
any prospectus and in such financial and other statements as are furnished in
writing to the Fund by Distributor and used in the answers to the registration
statement or in the corresponding statements made in the prospectus, or arising
out of or based upon any omission or alleged omission to state a material fact
in connection with the giving of such information required to be stated in such
answers or necessary to make the answers not misleading; and further provided
that the Fund's agreement to indemnify Distributor and the Fund's
representations and warranties hereinbefore set forth in paragraph 1.11 shall
not be deemed to cover any liability to the Fund or its Shareholders to which
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
Distributor's reckless disregard of its obligations and duties under this
Agreement. The Fund's agreement to indemnify Distributor, its partners and
employees and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
Distributor, its partners or employees, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at its
principal office in Columbus, Ohio and sent to the Fund by the person against
whom such action is brought, within 10 days after the summons or other first
legal process shall have been served. The failure to so notify the Fund of any
such action shall not relieve the Fund from any liability which the Fund may
have to the person against whom such action is brought by reason of any such
untrue, or allegedly untrue, statement or omission, or alleged omission,
otherwise than on account of the Fund's indemnity agreement contained in this
paragraph 1.12. The Fund will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, but, in such case, such
defense shall be conducted by counsel of good standing chosen by the Fund and
approved by Distributor, which approval shall not be unreasonably withheld. In
the event the Fund elects to assume the defense of any such suit and retain
counsel of good standing approved by Distributor, the defendant or defendants in
such suit shall bear the fees and expenses of any additional counsel retained by
any of them; but in case the Fund does not elect to assume the defense of any
such suit, or in case
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Distributor reasonably does not approve of counsel chosen by the Fund, the Fund
will reimburse Distributor, its partners and employees, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by Distributor or them. The Fund's
indemnification agreement contained in this paragraph 1.12 and the Fund's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Distributor, its partners and employees, or any controlling person, and shall
survive the delivery of any Shares.
This agreement of indemnity will inure exclusively to Distributor's
benefit, to the benefit of its several partners and employees, and their
respective estates, and to the benefit of the controlling persons and their
successors. The Fund agrees promptly to notify Distributor of the commencement
of any litigation or proceedings against the Fund or any of its officers or
Directors in connection with the issue and sale of any Shares.
1.13 Distributor agrees to indemnify, defend and hold the Fund, its
several officers and Trustees and any person who controls the Fund within the
meaning of Section 15 of the Securities Act free and harmless from and against
any and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Fund, its officers or Trustees
or any such controlling person, may incur under the Securities Act or under
common law or otherwise, but only to the extent that such liability or expense
incurred by the Fund, its officers or Trustees or such controlling person
resulting from such claims or demands, shall arise out of or be based upon any
untrue, or alleged untrue, statement of a material fact contained in information
furnished in writing by Distributor to the Fund and used in the answers to any
of the items of the registration statement or in the corresponding statements
made in the prospectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with such information
furnished in writing by Distributor to the Fund required to be stated in such
answers or necessary to make such information not misleading. Distributor's
agreement to indemnify the Fund, its officers and Trustees, and any such
controlling person, as aforesaid, is expressly conditioned upon Distributor
being notified of any action brought against the Fund, its officers or Trustees,
or any such controlling person, such notification to be given by letter or
telegram addressed to Distributor at its principal office in Columbus, Ohio and
sent to Distributor by the person against whom such action is brought, within 10
days after the summons or other first legal process shall have been served.
Distributor shall have the right of first control of the defense of such action,
with counsel of its own choosing, satisfactory to the Fund, if such action is
based solely upon such alleged misstatement or omission on Distributor's part,
and in any other event the Fund, its officers or Trustees or such controlling
person shall each have the right to participate in the defense or preparation of
the defense of any such action. The failure to so notify Distributor of any such
action shall not relieve Distributor from any liability which Distributor may
have to the Fund, its officers or Trustees, or to such controlling person by
reason of any such untrue or alleged untrue statement, or omission or alleged
omission, otherwise than on account of Distributor's indemnity agreement
contained in this paragraph 1.13.
1.14 No Shares shall be offered by either Distributor or the Fund under
any of the provisions of this Agreement and no orders for the purchase or sale
of Shares hereunder shall be accepted by the Fund if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current prospectus as required by Section
10(a) of said Act is not on file with the Commission; provided, however, that
nothing contained in this paragraph 1.14 shall in any way restrict or have an
application to or bearing upon the Fund's
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obligation to repurchase Shares from any Shareholder in accordance with the
provisions of the Fund's prospectus, Declaration of Trust or Bylaws.
1.15 The Fund agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor or its counsel:
(a) of any request by the Commission for amendments to the registration
statement or prospectus then in effect or for additional information:
(b) in the event of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or
prospectus then in effect or the initiation by service of process on
the Fund of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a
material fact made in the registration statement or prospectus then in
effect or which requires the making of a change in such registration
statement or prospectus in order to make the statements therein not
misleading; and
(d) of all action of the Commission with respect to any amendments to
any registration statement or prospectus which may from time to time be
filed with the Commission.
For purposes of this section, informal requests by or acts of the Staff
of the Commission shall not be deemed actions of or requests by the Commission.
1.16 Distributor agrees on behalf of itself and its partners and
employees to treat confidentiality and as proprietary information of the Fund
all records and other information relative to the Fund and its prior, present or
potential Shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except, after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be withheld where
Distributor may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.
1.17 This Agreement shall be governed by the laws of the State of Ohio.
2. Fee.
Distributor may receive from the Portfolios identified on
Schedule B hereto with respect to such Portfolio's Investor A Shares a
distribution fee at the rate and upon the terms and conditions set forth in the
Investor A Distribution Plan, attached as Schedule C hereto and, as amended from
time to time. Distributor shall receive from the Portfolios identified on
Schedule D hereto with respect to such Portfolios' Investor B Shares a
distribution fee and a service fee at the rate and upon the terms and conditions
set forth in the Investor B Distribution and Shareholder Service Plan attached
as Schedule E hereto, and as amended from time to time. The distribution fees
described above shall be accrued daily and shall be paid on the first business
day of each month, or at such time(s) as the Distributor shall reasonably
request.
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3. Sale and Payment.
Pursuant to the Declaration of Trust dated October 11, 1996,
each Portfolio may be divided into separate classes of Shares in which case the
Shares of one or more classes may be subject to a sales load and may be subject
to the imposition of a distribution fee pursuant to the Distribution Plans
referred to above. To the extent that all Shares of a Portfolio are sold at an
offering price which includes a sales load or that Shares of one or more classes
of a Portfolio are sold at such an offering price, such Shares shall hereinafter
be referred to collectively as "Load Shares" and individually as a "Load Share."
A Portfolio that contains Load Shares shall hereinafter be referred to
collectively as "Load Portfolios" and individually as a "Load Portfolio." Under
this Agreement, the following provisions shall apply with respect to the sale
of, and payment for, Load Shares of the Load Portfolios identified on Schedule F
hereto.
3.1 The Distributor shall have the right, as principal, to purchase
Load Shares from the Load Portfolios at their net asset value and to sell such
Load Shares to the public against orders therefor at the applicable public
offering price, as defined in Section 4 hereof. The Distributor shall also have
the right, as principal, to sell Load Shares to dealers against orders therefor
at the public offering price less a concession determined by the Distributor,
which concession shall not exceed the amount of the sales charge or underwriting
discount, if any, referred to in Section 4 below.
3.2 Prior to the time of delivery of any Load Shares by a Load
Portfolio to, or on the order of, the Distributor, the Distributor shall pay or
cause to be paid to the Load Portfolio or to its order an amount in federal
funds equal to the applicable net asset value of such Load Shares. The
Distributor may retain so much of any sales charge or underwriting discount as
is not allowed by the Distributor as a concession to dealers.
4. Public Offering Price.
The public offering price of a Load Share shall be the net asset value
of such Load Share, plus any applicable sales charge, all as set forth in the
current prospectus of the Load Portfolio. The net asset value of Shares shall be
determined in accordance with the provisions of the Declaration of Trust and
Bylaws of the Fund and the then current prospectus of the Load Portfolio.
5. Issuance of Shares.
The Fund reserves the right to issue, transfer, or sell Load Shares at
net asset value (a) in connection with the merger or consolidation of the Fund
or the Load Portfolio(s) with any other investment company or the acquisition by
the Fund or the Load Portfolio(s) of all or substantially all of the assets or
of the outstanding Shares of any other investment company; (b) in connection
with a pro rata distribution directly to the holders of Shares in the nature of
a stock dividend or split; (c) upon the exercise of subscription rights granted
to the holders of Shares on a pro rata basis; (d) in connection with the
issuance of Load Shares pursuant to any exchange and reinvestment privileges
described in any then current prospectus of the Load Portfolio; and (e)
otherwise in accordance with any then current prospectus of the Load Portfolio.
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6. Redemption and Payment.
Under this Agreement, the following provisions shall apply with respect
to the redemption of and payment for Shares of any class redeemed at net asset
value less a contingent deferred sales charge (collectively "CDSC Shares") as
described in the prospectuses of any Portfolios identified on Schedule G hereto
(collectively, the "CDSC Portfolios" and individually, a "CDSC Portfolio"):
(a) Distributor shall have the right to redeem CDSC Shares from the
public on behalf of the CDSC Portfolios at net asset value less the
applicable contingent deferred sales charge.
(b) Distributor may retain so much of any contingent deferred sales
charge as is not allowed by Distributor to dealers as a concession.
7. Term, Duration, Termination and Matters Relating to the Trust
as an Ohio Business Trust.
This Agreement shall become effective with respect to each Portfolio
listed on Schedule A hereof as of the date first written above (or, if a
particular Portfolio is not in existence on that date, on the date an
amendment to Schedule A to this Agreement relating to that Portfolio is
executed) and, unless sooner terminated as provided herein, shall continue
through January 31, 1999. Thereafter, if not terminated, this Agreement shall
continue with respect to a particular Portfolio automatically for successive
one-year terms, provided that such continuance is specifically approved at least
annually by (a) by the vote of a majority of those members of the Fund's Board
of Trustees who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting for the purpose of voting on such
approval and (b) by the vote of the Fund's Board of Trustees or the vote of a
majority of the outstanding voting securities of such a Portfolio. This
Agreement is terminable without penalty, on not less than sixty-days prior
written notice by the Fund's Board of Trustees, by vote of a majority of the
outstanding voting securities of the Fund or by the Distributor. This Agreement
will also terminate automatically in the event of this assignment. (As used in
this Agreement, the terms "majority of the outstanding voting securities",
"interested persons" and "assignment" shall have the meanings as ascribed to
such terms in the 1940 Act.)
The Riverfront Funds is a business trust organized under Chapter 1746,
Ohio Revised Code, and under a Declaration of Trust, to which reference is
hereby made and a copy of which is on file at the office of the Secretary of
State of Ohio as required by law, and to any and all amendments thereto so filed
or hereafter filed. The obligations of "The Riverfront Funds" entered into in
the name or on behalf thereof by any of the Trustees, officers, employees or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, officers, employees, agents or shareholders of the
Fund personally, but bind only the assets of the Fund, as set forth in Section
1746.13(A), Ohio Revised Code, and all persons dealing with any of the
Portfolios of the Fund must look solely to the assets of the Fund belonging to
such Portfolio for the enforcement of any claims against the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the date and year first
written above.
THE RIVERFRONT FUNDS BISYS FUND SERVICES LIMITED
PARTNERSHIP
By By BISYS Fund Services, Inc.,
----------------------------- General Partner
Title
--------------------------
Date By
--------------------------- -----------------------------
Title
-------------------------
Date
---------------------------
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Dated: December 29, 1998
Schedule A
to the
Distribution Agreement
between The Riverfront Funds and
BISYS Fund Services Limited Partnership
Name of Portfolio Date
----------------- ----
The Riverfront U.S. Government Income Fund December 29, 1998
The Riverfront Income Equity Fund December 29, 0000
Xxx Xxxxxxxxxx X.X. Government Securities December 29, 1998
Money Market Fund
The Riverfront Balanced Fund December 29, 1998
The Riverfront Small Company Select Fund December 29, 1998
The Riverfront Large Company Select Fund December 29, 1998
THE RIVERFRONT FUNDS
By
--------------------------
Name
------------------------
Title
-----------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By BISYS Fund Services, Inc.
General Partner
By
--------------------------
Name
------------------------
Title
-----------------------
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Dated: December 29, 1998
Schedule B
to the
Distribution Agreement
between The Riverfront Funds and
BISYS Fund Services Limited Partnership
Name of Investor A Plan Portfolio Date
--------------------------------- ----
The Riverfront U.S. Government December 29, 1998
Income Fund
The Riverfront Income Equity Fund December 29, 0000
Xxx Xxxxxxxxxx X.X. Government December 29, 1998
Securities Money Market Fund
The Riverfront Balanced Fund December 29, 1998
The Riverfront Small Company Select Fund December 29, 1998
The Riverfront Large Company Select Fund December 29, 1998
THE RIVERFRONT FUNDS
By
--------------------------
Name
------------------------
Title
-----------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By BISYS Fund Services, Inc.
General Partner
By
--------------------------
Name
------------------------
Title
-----------------------
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Schedule E
to the
Distribution Agreement
between The Riverfront Funds and
BISYS Fund Services Limited Partnership
dated as of December 29, 1998
INVESTOR B DISTRIBUTION AND SHAREHOLDER SERVICE PLAN
This Plan (the "Investor B Plan") constitutes a distribution and
shareholder service plan of The Riverfront Funds, an Ohio business trust (the
"Fund"), adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"). The Investor B Plan relates to the Investor B
Shares of those investment portfolios identified on Schedule D to the Fund's
Distribution Agreement and as amended from time to time (the "Investor B Plan
Portfolios").
Section 1. Each Investor B Plan Portfolio is authorized to pay to BISYS
Fund Services Limited Partnership, an Ohio limited partnership and the
distributor (the "Distributor") of the Fund's shares of beneficial interest,
without par value, of its Investor B class (the "Investor B Shares"):
(a) a distribution fee in an amount not to exceed on an annual
basis .75% of the average daily net asset value of the
Investor B Shares of such Investor B Plan Portfolio (the
"Distribution Fee") for: (i) (a) efforts of the Distributor
expended in respect of or in furtherance of sales of Investor
B Shares, and (b) to enable the Distributor to make payments
to banks and other institutions and broker/dealers (a
"Participating Organization") for distribution assistance
pursuant to an agreement with the Participating Organization;
and (ii) reimbursement of expenses (a) incurred by the
Distributor, and (b) incurred by a Participating Organization
pursuant to an agreement in connection with distribution
assistance including, but not limited to, the reimbursement of
expenses relating to printing and distributing prospectuses to
persons other than Shareholders of an Investor B Plan
Portfolio, printing and distributing advertising and sales
literature and reports to Shareholders for use in connection
with the sales of Investor B Shares, processing purchase,
exchange and redemption requests from customers and placing
orders with the Distributor or the Fund's transfer agent, and
personnel and communication equipment used in servicing
Shareholder accounts and prospective shareholder inquiries;
and
(b) a service fee in an amount not to exceed on an annual
basis .25% of the average daily net asset value of the
Investor B Shares of such Investor B Plan Portfolio (the
"Service Fee") for: (i) (a) efforts of the Distributor
expended in servicing shareholders holding Investor B Shares,
and (b) to enable the Distributor to make payments to a
Participating Organization for shareholder services pursuant
to an agreement with the Participating Organization; and (ii)
reimbursement of expenses (a) incurred by the Distributor, and
(b) incurred by a Participating Organization pursuant to an
agreement in connection with
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shareholder service including, but not limited to personal,
continuing services to investors in the Investor B Shares of
an Investor B Plan Portfolio, providing sub-accounting with
respect to Investor B Shares beneficially owned by customers
or the information necessary for sub-accounting, arranging for
bank wires, and providing office space, equipment, telephone
facilities and various personnel including clerical,
supervisory and computer, as is necessary or beneficial in
connection therewith.
For purposes of the Investor B Plan, a Participating Organization may include
any of the Distributor's affiliates or subsidiaries.
Section 2. The Distribution Fee and the Service Fee shall be paid by
the Investor B Plan Portfolios to the Distributor only to compensate or to
reimburse the Distributor for payments or expenses incurred pursuant to Section
1.
Section 3. The Investor B Plan shall not take effect with respect to
the Investor B Shares of an Investor B Plan Portfolio until it has been approved
by a vote of the initial Shareholder of the Investor B Shares of such Investor B
Plan Portfolio.
Section 4. The Investor B Plan shall not take effect until it has been
approved, together with any related agreements, by votes of the majority (or
whatever greater percentage may, from time to time, be required by Section 12(b)
of the 1940 Act or the rules and regulations thereunder) of both (a) the
Trustees of the Fund, and (b) the Independent Trustees of the Fund cast in
person at a meeting called for the purpose of voting on the Investor B Plan or
such agreement.
Section 5. The Investor B Plan shall continue in effect for a period of
more than one year after it takes effect only so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Investor B Plan in Section 4.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Investor B Plan Portfolios pursuant to the Investor B
Plan or any related agreement shall provide to the Trustees of the Fund, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
Section 7. The Investor B Plan may be terminated at any time by vote of
a majority of the Independent Trustees, or, with respect to an Investor B Plan
Portfolio, by vote of a majority of the outstanding Investor B Shares of the
Investor B Plan Portfolio.
Section 8. All agreements with any person relating to implementation of
the Investor B Plan shall be in writing, and any agreements related to the
Investor B Plan shall provide:
(a) That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or, with respect to an Investor B Plan
Portfolio, by vote of a majority of the outstanding Investor B
Shares of the Investor B Plan Portfolio, on not more than 60
days' written notice to any other party to the agreement; and
(b) That such agreement shall terminate automatically in the
event of its assignment.
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Section 9. The Investor B Plan may not be amended to increase
materially the amount of the Distribution Fee and Service Fee permitted pursuant
to Section 1 hereof without approval in the manner provided in Section 3 hereof,
and all material amendments to the Investor B Plan shall be approved in the
manner provided for approval of the Investor B Plan in Section 4.
Section 10. As used in the Investor B Plan, (a) the term "Independent
Trustees" shall mean those Trustees of the Fund who are not interested persons
of the Fund, and have no direct or indirect financial interest in the operation
of the Investor B Plan or any agreements related to it, and (b) the terms
"assignment," "interested person" and "majority of the outstanding voting
securities" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
Adopted by the Trustees of the Fund on November 20, 1998.
X-0
00
Xxxxxxxx X
to the
Distribution Agreement
between The Riverfront Funds and
BISYS Fund Services Limited Partnership
dated as of December 29, 1998
INVESTOR A DISTRIBUTION AND SHAREHOLDER SERVICE PLAN
This Plan (the "Investor A Plan") constitutes a distribution and
shareholder service plan of The Riverfront Funds, an Ohio business trust (the
"Fund"), adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"). The Investor A Plan relates to the Investor A
Shares of those investment portfolios identified on Schedule B to the Fund's
Distribution Agreement and as amended from time to time (the "Investor A Plan
Portfolios").
Section 1. Each Investor A Plan Portfolio shall pay to BISYS Fund
Services Limited Partnership, an Ohio limited partnership and the distributor
(the "Distributor") of the Fund's shares of beneficial interest, without par
value, of its Investor A class (the "Investor A Shares"), a fee in an amount not
to exceed on an annual basis .25% of the average daily net asset value of the
Investor A Shares of such Investor A Plan Portfolio (the "Investor A Plan Fee")
for: (a) (i) efforts of the Distributor expended in respect of or in furtherance
of sales of Investor A shares, and (ii) to enable the Distributor to make
payments to banks and other institutions and broker/dealers (a "Participating
Organization") for distribution assistance and/or shareholder service pursuant
to an agreement with the Participating Organization; and (b) reimbursement of
expenses (i) incurred by the Distributor, and (ii) incurred by a Participating
Organization pursuant to an agreement in connection with distribution assistance
and/or shareholder service including, but not limited to, the reimbursement of
expenses relating to printing and distributing prospectuses to persons other
than Shareholders of an Investor A Plan Portfolio, printing and distributing
advertising and sales literature and reports to Shareholders used in connection
with the sale of Investor A Shares, and personnel and communication equipment
used in servicing Shareholder accounts and prospective shareholder inquiries.
For purposes of the Investor A Plan, a Participating Organization may include
any of the Distributor's affiliates or subsidiaries.
Section 2. The Investor A Plan Fee shall be paid by the Investor A Plan
Portfolio to the Distributor only to compensate or to reimburse the Distributor
for payments or expenses incurred pursuant to Section 1.
Section 3. The Investor A Plan shall not take effect with respect to
the Investor A Shares of any subsequently created Investor A Plan Portfolio
until it has been approved by a vote of at least a majority of the outstanding
Investor A Shares of such Investor A Plan Portfolio.
Section 4. The Investor A Plan shall not take effect until it has been
approved, together with any related agreements, by votes of the majority (or
whatever greater percentage may, from time to time, be required by Section 12(b)
of the 1940 Act or the rules and regulations thereunder) of both (a) the
Trustees of the Fund, and (b) the Independent Trustees of the Fund cast in
person at a meeting called for the purpose of voting on the Investor A Plan or
such agreement.
C-1
15
Section 5. The Investor A Plan shall continue in effect for a period of
more than one year after it takes effect only so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Investor A Plan in Section 4.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Investor A Plan Funds pursuant to the Investor A Plan or
any related agreement shall provide to the Trustees of the Fund, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
Section 7. The Investor A Plan may be terminated at any time by vote of
a majority of the Independent Trustees, or, with respect to an Investor A Plan
Portfolio, by vote of a majority of the outstanding Investor A Shares of the
Investor A Plan Portfolio.
Section 8. All agreements with any person relating to implementation of
the Investor A Plan shall be in writing, and any agreement related to the
Investor A Plan shall provide:
(a) That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or, with respect to an Investor A Plan
Portfolio, by vote of a majority of the outstanding Investor A
Shares of the Investor A Plan Portfolio, on not more than 60
days' written notice to any other party to the agreement; and
(b) That such agreement shall terminate automatically in the
event of its assignment.
Section 9. The Investor A Plan may not be amended to increase
materially the amount of distribution expenses permitted pursuant to Section 1
hereof without approval in the manner provided in Section 3 hereof, and all
material amendments to the Investor A Plan shall be approved in the manner
provided for approval of the Investor A Plan in Section 4.
Section 10. As used in the Investor A Plan, (a) the term "Independent
Trustees" shall mean those Trustees of the Fund who are not interested persons
of the Fund, and have no direct or indirect financial interest in the operation
of the Investor A Plan or any agreements related to it, and (b) the terms
"assignment", "interested person" and "majority of the outstanding voting
securities" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
Adopted by the Trustees of the Fund on November 20, 1998
C-2
16
Dated: December 29, 1998
Schedule D
to the
Distribution Agreement
between The Riverfront Funds and
BISYS Fund Services Limited Partnership
dated as of December 29, 1998
Name of Investor B Plan Portfolio Date
--------------------------------- ----
The Riverfront U.S. Government December 29, 1998
Income Fund
The Riverfront Income Equity Fund December 29, 1998
The Riverfront Balanced Fund December 29, 1998
The Riverfront Small Company Select Fund December 29, 1998
The Riverfront Large Company Select Fund December 29, 1998
THE RIVERFRONT FUNDS
By
--------------------------
Name
------------------------
Title
-----------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By BISYS Fund Services, Inc.
General Partner
By
--------------------------
Name
------------------------
Title
-----------------------
D-1
17
Dated: December 29, 1998
Schedule F
to the
Distribution Agreement
between The Riverfront Funds and
BISYS Fund Services Limited Partnership
dated as of December 29, 1998
Name of Load Portfolio Date
---------------------- ----
The Riverfront U.S. Government December 29, 1998
Income Fund-Investor A Shares
The Riverfront Income Equity Fund- December 29, 1998
Investor A Shares
The Riverfront Balanced Fund- December 29, 1998
Investor A Shares
The Riverfront Small Company Select Fund- December 29, 1998
Investor A Shares
The Riverfront Large Company Select Fund- December 29, 1998
Investor A Shares
THE RIVERFRONT FUNDS
By
--------------------------
Name
------------------------
Title
-----------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By BISYS Fund Services, Inc.
General Partner
By
--------------------------
Name
------------------------
Title
-----------------------
F-1
18
Dated: December 29, 1998
Schedule G
to the
Distribution Agreement
between The Riverfront Funds and
BISYS Fund Services Limited Partnership
dated as of December 29, 1998
Name of CDSC Portfolio Date
---------------------- ----
The Riverfront U.S. Government December 29, 1998
Income Fund-Investor B Shares
The Riverfront Income Equity Fund- December 29, 1998
Investor B Shares
The Riverfront Balanced Fund- December 29, 1998
Investor B Shares
The Riverfront Small Company Select Fund- December 29, 1998
Investor B Shares
The Riverfront Large Company Select Fund- December 29, 1998
Investor B Shares
THE RIVERFRONT FUNDS
By
--------------------------
Name
------------------------
Title
-----------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By BISYS Fund Services, Inc.
General Partner
By
--------------------------
Name
------------------------
Title
-----------------------
G-1
