Exhibit (e)(iv) under Form N-1A
Exhibit 1 under Item 601/ Reg. S-K
AMENDMENT TO
DISTRIBUTORS CONTRACT
AGREEMENT made as of February 23, 2001, by and between THE RIVERFRONT
FUNDS, an Ohio business trust, on behalf of its series (the "Trust"), and
EDGEWOOD SERVICES, INC., a New York corporation, (the "Distributor").
WHEREAS, the Trust and the Distributor are parties to that certain
Distributors Contract dated as of February 1, 1999 (the "Distributors
Contract");
WHEREAS, the Trust has added a class of shares to The Riverfront U.S.
Government Securities Money Market Fund known as the Institutional Shares;
WHEREAS, the Trust and the Distributor desire to amend and restate Exhibit
A to the Distriburors Contract in its entirety.
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. The Distributors Contract is hereby amended by amending and restating
Exhibit A in its entirety in the form of Exhibit A hereto.
2. In all other respects, the Distributors Contract shall continue in full
force and effect without change or other amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
THE RIVERFRONT FUNDS
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
EDGEWOOD SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
Exhibit A
to the
Distributor's Contract
THE RIVERFRONT FUNDS
The Riverfront U.S. Government Securities Money Market Fund
Investor A Shares
Institutional Shares
The Riverfront U.S. Government Income Fund
Investor A Shares
Investor B Shares
The Riverfront Select Value Fund
Investor A Shares
Investor B Shares
The Riverfront Small Company Select Fund
Investor A Shares
Investor B Shares
The Riverfront Large Company Select Fund
Investor A Shares
Investor B Shares
The Riverfront Balanced Fund
Investor A Shares
Investor B Shares
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated February 1, 1999 between The Riverfront Funds and
Edgewood Services, Inc. ("Edgewood") with respect to the Classes of shares set
forth above.
1. Effective February 1, 1999, the Trust hereby appoints Edgewood as its
principal underwriter to engage in activities principally intended to
result in the sale of shares of the above-listed Classes ("Shares").
Pursuant to this appointment, Edgewood is authorized to select a group of
financial institutions ("Financial Institutions") to sell Shares at the
current offering price thereof as described and set forth in the respective
prospectuses of the Trust. In connection with the foregoing activities,
Edgewood represents and warrants to the Trust that: (i) Edgewood is
registered as a broker dealer under the Securities Exchange Act of 1934, as
amended ("1934 Act"), and under the securities laws of each state where
such registration is necessary or appropriate ("State Broker-Dealer Laws")
and is a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD"); and (ii) in connection with its activities under
the Distributor's Contract, Edgewood will comply with all applicable
provisions of the 1934 Act and the State Broker-Dealer Laws, including the
rules and regulations thereunder, and with applicable Conduct Rules of the
NASD.
2. During the term of this Agreement, the Trust will pay Edgewood under, and
in accordance with, the Trust's Investor A Distribution and Shareholder
Service Plan and the Trust's Investor B Distribution and Shareholder
Service Plan (together, the "12b-1 Plans") for services contemplated by the
12b-1 Plans, a monthly fee computed at the annual rate of .25% of the
average daily net asset value of the Investor A Shares and 1.00% of the
average daily net asset value of the Investor B Shares held during the
month. For the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on
the basis of the number of days that the Agreement is in effect during the
month.
3. Edgewood may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Class' expenses exceed such lower
expense limitation as Edgewood may, by notice to the Trust, voluntarily
declare to be effective.
4. Subject to compliance with applicable provisions of Rule 12b-1 under the
Investment Company Act of 1940, as amended ("Rule 12b-1") and the 12b-1
Plans, Edgewood will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1 herein.
Edgewood, in its sole discretion, may pay Financial Institutions a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such fees
will be paid shall be determined from time to time by Edgewood in its sole
discretion.
5. In accordance with the requirements of Rule 12b-1 and the 12b-1 Plans,
Edgewood will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid
to Financial Institutions and the purpose for such expenditures.
6. Edgewood or its affiliate will review and file all sales literature
(advertisements, brochures and shareholder communications) for the Trust in
accordance with rules and regulations of the NASD.
7. The Trust 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 its 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 Trust personally, but bind only the assets of the
Trust, as set forth in Section 1746.13(A), Ohio Revised Code (or any
successor provision or statute), and all persons dealing with any of the
Funds or the Trust must look solely to the assets of the Trust belonging to
such Fund for the enforcement of any claims against the Trust.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated as of February 1, 1999 between The Riverfront Funds and Edgewood
Services, Inc., as hereby amended on this 23rd day of February, 2001, The
Riverfront Funds executes and delivers this Exhibit on behalf of the Funds, and
with respect to the Classes thereof, first set forth in this Exhibit.
Witness the due execution hereof as of the 23rd day of February, 2001.
THE RIVERFRONT FUNDS
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
EDGEWOOD SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
