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Exhibit 6(a)
DISTRIBUTION AGREEMENT
OCTOBER 1, 1993
The Winsbury Company Limited Partnership
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Ladies and Gentlemen:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, The Parkstone Group of Funds, a Massachusetts
business trust (the "Trust"), has agreed that The Winsbury Company Limited
Partnership, an Ohio limited partnership ("Distributor"), shall be, for the
period of this Distribution Agreement (the "Agreement"), the distributor of the
shares of beneficial interest of each class of the currently constituted
investment portfolios and any additional investment portfolios of the Trust, as
each are or will be identified on Schedule A hereto (such current investment
portfolios and any additional investment portfolios together called the
"Funds"). Such shares of beneficial interest are hereinafter called "Shares."
1. Services as Distributor.
1.1 Distributor will act as agent for the distribution of the Shares covered
by the registration statement and prospectus of the Trust then in effect under
the Securities Act of 1933, as amended (the "1933 Act").
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 Trust
understands that Distributor is now and, in the future, may be the distributor
of the shares of several investment companies or series (together, "Companies")
including Companies having investment objectives similar to those of the Funds
of the Trust. The Trust further understands that investors and potential
investors in the Trust may invest in shares of such other Companies. The Trust
agrees that Distributor's duties to such Companies shall not be deemed in
conflict with its duties to the Trust under this paragraph 1.2.
Except as provided in Section 2 herein, 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 All activities by Distributor and its partners, agents, and employees as
distributor of the Shares shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940 ("1940 Act") by the
Securities and Exchange Commission (the "Commission") or any securities
association registered under the Securities Exchange Act of 1934.
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1.4 Distributor will provide one or more persons, during normal business
hours, to respond to telephone questions with respect to the Trust.
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 Funds.
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
Trust'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 Trust'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
Trust to conform to such standards.
1.9 The Trust 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 Trust shall furnish from time to time, for use in connection with
the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent
what they purport to show or represent. The Trust shall also furnish
Distributor upon request with: (a) unaudited semi- annual statements of the
Funds' books and accounts prepared by the Trust, (b) quarterly earnings
statements prepared by the Trust, (c) a monthly itemized list of the securities
in the Funds, (d) monthly balance sheets as on as practicable after the end of
each month, and (e) from time to time such additional information regarding the
financial condition of the Funds as Distributor may reasonably request.
1.11 The Trust represents to Distributor that all registration statements and
prospectuses filed by the Trust with the Commission under the 1933 Act with
respect to the Shares have been carefully prepared in conformity with the
requirements of the 1933 Act and rules and regulations of the Commission
thereunder. As used in this Agreement the terms "registration statement" and
"prospectus" shall mean any registration statement and any prospectus and
Statement of Additional Information relating to the Funds filed with the
Commission and any amendments and supplements thereto which at any time shall
have been filed with the Commission. The Trust represents and warrants to
Distributor that any registration statement and prospectus, when such
registration statement becomes effective, will contain all statements required
to be stated therein
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in conformity with the 1993 Act and the rules and regulations of the
Commission; that all statements of fact contained in any such registration
statement and prospectus will be true and correct when such registration
statement becomes effective; and that 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 Trust 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 of future developments, may, in the opinion of the Trust's
counsel, be necessary or advisable. If the Trust shall not propose such
amendment or amendments and/or supplement or supplements within fifteen days
after receipt by the Trust of a written request from Distributor to do so,
Distributor may, at its option, terminate this agreement. The Trust 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 Trust's right to file at any time such amendments to any registration
statement and/or supplements to any prospectus, of whatever character, as the
Trust may deem advisable, such right being in all respects absolute and
unconditional.
1.12 The Trust 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 Trust 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 1933 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 1933 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
Trust'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 Trust 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 Trust's agreement to indemnify
Distributor and the Trust's representations and warranties hereinbefore set
forth in paragraph 1.11 shall not be deemed to cover any liability to the Trust
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 Trust's agreement to indemnify Distributor,
its partners and employees, and any such controlling person, as aforesaid, is
expressly conditioned
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upon the Trust'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 Trust at its principal office
in Columbus, Ohio and sent to the Trust 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 Trust of any such action shall
not relieve the Trust from any liability which the Trust 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 Trust's indemnity agreement contained in this paragraph 1.12. The Trust
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 Trust and approved by Distributor,
which approval shall not be unreasonably withheld. In the event the Trust
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 Trust does not elect to assume the defense of any such
suit, or in case Distributor reasonably does not approve of counsel chosen by
the Trust, the Trust 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 Trust's indemnification agreement contained in this paragraph 1.12 and the
Trust'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 Trust agrees promptly to notify
Distributor of the commencement of any litigation or proceedings against the
Trust or any of its officers or Trustees in connection with the issue and sale
of any Shares.
1.13 Distributor agrees to indemnify, defend and hold the Trust, its several
officers and Trustees and any person who controls the Trust within the meaning
of Section 15 of the 1933 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 Trust, its officers or Trustees or any such
controlling person, may incur under the 1933 Act or under common law or
otherwise, but only to the extent that such liability or expense incurred by
the Trust, 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 Trust 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 Trust required to be stated in such
answers or necessary to make such information not misleading. Distributor's
agreement to indemnify the Trust, its officers and Trustees, and any such
controlling person, as aforesaid, is expressly conditioned upon Distributor's
being notified of any action brought against the Trust,
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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 Trust, if such action is based solely upon such alleged
misstatement or omission on Distributor's part, and in any other event the
Trust, 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 Trust,
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 Trust under any
of the provisions of this Agreement and no orders for the purchase or sale of
Shares hereunder shall be accepted by the Trust 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 1933
Act or if and so long as a current prospectus as required by Section 10(a) of
the 1933 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 Trust's obligation to repurchase Shares from
any Shareholder in accordance with the provisions of the Trust's Prospectus,
Declaration of Trust or Code of Regulations.
1.15 The Trust 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 Trust 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 amendment 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.
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1.16 Distributor agrees on behalf of itself and its partners and employees to
treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust 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 Trust, 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 Trust.
1.17 This Agreement shall be governed by the laws of the State of Ohio.
2. Fee.
The Distributor shall receive from the Funds identified on Schedule B hereto
with respect to such Funds' Investor A Shares a distribution fee and/or service
fee at the rate and upon the terms and conditions set forth in the Investor A
Distribution and Shareholder Service Plan attached as Schedule C hereto, and as
amended from time to time. The Distributor shall receive from the Funds
identified on Schedule D hereto with respect to such Funds' 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.
3. Sale and Payment.
Under this Agreement, the following provisions shall apply with respect to
the sale of and payment of Shares of any class sold at an offering price which
includes a sales load (collectively, "Load Shares") as described in the
prospectuses of any Funds identified on Schedule F hereto (collectively, the
"Load Funds" and individually, a "Load Fund"):
(a) The Distributor shall have the right, as principal, to purchase Load
Shares from the Load Funds 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. 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.
(b) Prior to the time of delivery of any Load Shares by a Load Fund to, or
on the order of, the Distributor, the Distributor shall pay or cause to be
paid to the Load Fund or to its order an amount in federal funds equal to the
applicable net asset value of such Load Shares. Distributor may retain so
much of any sales charge or underwriting discount as is not allowed by
Distributor as a concession to dealers.
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4. Public Offering Price.
The public offering price shall be the net asset value of Load Shares, plus
any applicable sales charge, all as set forth in the current prospectus of the
Load Fund. The net asset value of Load Shares shall be determined in
accordance with the provisions of the Declaration of Trust and Code of
Regulations of the Trust and the then current prospectus of the Load Fund.
5. Issuance of Shares.
The Load Funds reserve the right to issue, transfer or sell Load Shares at
net asset value (a) in connection with the merger or consolidation of the Trust
or the Load Fund(s) with any other investment company or the acquisition by the
Trust or the Load Fund(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 Load Shares in the nature of a
stock dividend or split; (c) upon the exercise of subscription rights granted
to the holders of Load 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 Fund; and (e) otherwise in
accordance with any then current prospectus of the Load Fund.
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 Funds identified on Schedule G hereto
(collectively, the "CDSC Funds" and individually a "CDSC Fund"):
(a) Distributor shall have the right to redeem CDSC Shares from the public
on behalf of the CDSC Funds 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 allowed by Distributor back to dealers as a concession.
7. Term and Matters Relating to the Trust as a Massachusetts Business Trust.
This Agreement shall become effective on October 1, 1993, and, unless
sooner terminated as provided herein, shall continue until March 31, 1995, and
thereafter shall continue automatically for successive annual periods ending on
March 31st of each year with respect to each of the Funds, provided such
continuance is specifically approved at least annually by (i) the Trust's Board
of Trustees or (ii) by "vote of a majority of the outstanding voting
securities" (as defined below) of the Trust, provided, however, that in either
event the continuance is also approved by the majority of the Trust's Trustees
who are not parties to the agreement or interested persons (as defined in the
0000 Xxx) of any party to this agreement, by vote cast in
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person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable without penalty, on not less than sixty days' notice,
by the Trust's Board of Trustees, by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the Trust or by Distributor.
This Agreement will also terminate automatically in the event of its assignment
(as defined in the 1940 Act).
The names "The Parkstone Group of Funds" and "Trustees of The Parkstone Group
of Funds" refer respectively to the Trust created and the Trustees, as trustees
but not individually or personally, acting from time to time under a
Declaration of Trust dated as of March 25, 1987 to which reference is hereby
made and a copy of which is on file at the office of the Secretary of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "The
Parkstone Group of Funds" entered into in the name or on behalf thereof by any
of the Trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of Shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.
Please confirm that the foregoing is in accordance with your understanding by
indicating your acceptance hereof at the place below indicated, whereupon it
shall become a binding agreement between us.
Yours very truly,
THE PARKSTONE GROUP OF FUNDS
By /s/ G. XXXXXX XXXXXXXXX
------------------------------
Name G. Xxxxxx Xxxxxxxxx
----------------------------
Title President
---------------------------
Accepted:
THE WINSBURY COMPANY LIMITED PARTNERSHIP
By: The Winsbury Corporation,
General Partner
By /s/ XXXXXXX X. XXXXXXXX
-----------------------------
Name Xxxxxxx X. Xxxxxxxx
---------------------------
Title Senior Vice President
--------------------------
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Dated: October 1, 1993
Schedule A
to the
Distribution Agreement
between The Parkstone Group of Funds and
The Winsbury Company Limited Partnership
October 1, 1993
Name of Fund Date
------------ ----
Parkstone U.S. Government Obligations Fund August 8, 1990
Parkstone Prime Obligations Fund
Parkstone Tax-Free Fund
Parkstone Equity Fund
Parkstone Small Capitalization Fund
Parkstone High Income Equity Fund
Parkstone Bond Fund
Parkstone Limited Maturity Bond Fund
Parkstone Intermediate Government
Obligations Fund
Parkstone Municipal Bond Fund
Parkstone Michigan Municipal Bond Fund
Parkstone Balanced Fund January 21, 1992
Parkstone U.S. Government Income Fund October 27, 1992
Parkstone International Discovery Fund December 22, 1992
Parkstone Treasury Fund August 26, 1993
Parkstone Municipal Investor Fund
THE PARKSTONE GROUP OF FUNDS
By /s/ G. XXXXXX XXXXXXXXX
-----------------------------
G. Xxxxxx Xxxxxxxxx
President
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By The Winsbury Corporation,
General Partner
By /s/ XXXXXXX X. XXXXXXXX
-----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
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Dated: October 1, 1993
Schedule B
to the
Distribution Agreement
between The Parkstone Group of Funds and
The Winsbury Company Limited Partnership
October 1, 1993
Name of Investor A Plan Fund Date
---------------------------- ----
Parkstone U.S. Government Obligations
Fund - Investor A Shares March 31, 1993
Parkstone Prime Obligations Fund
Investor A Shares
Parkstone Tax-Free Fund - Investor A
Shares
Parkstone Equity Fund - Investor A Shares
Parkstone Small Capitalization Fund
Investor A Shares
Parkstone High Income Equity Fund
Investor A Shares
Parkstone Bond Fund - Investor A Shares
Parkstone Limited Maturity Bond Fund
Investor A Shares
Parkstone Intermediate Government
Obligations Fund - Investor A Shares
Parkstone Municipal Bond Fund -
Investor A Shares
Parkstone Michigan Municipal Bond Fund
Investor A Shares
Parkstone Balanced Fund - Investor A Shares
Parkstone U.S. Government Income Fund
Investor A Shares
Parkstone International Discovery Fund
Investor A Shares
Parkstone Treasury Fund - Investor A Shares August 26, 1993
Parkstone Municipal Investor Fund -
Investor A Shares
THE PARKSTONE GROUP OF FUNDS THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By /s/ G. XXXXXX XXXXXXXXX By The Winsbury Corporation,
--------------------------- General Partner
G. Xxxxxx Xxxxxxxxx
President
By /s/ XXXXXXX X. XXXXXXXX
---------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
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Dated: October 1, 1993
Schedule C
to the
Distribution Agreement
between The Parkstone Group of Funds and
The Winsbury Company Limited Partnership
October 1, 1993
Investor A Distribution and Shareholder Service Plan
This Plan (the "Investor A Plan") constitutes a distribution and shareholder
service plan of The Parkstone Group of Funds, a Massachusetts business trust
(the "Trust"), adopted pursuant 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 Trust's Distribution Agreement and as amended form time to time (the
"Investor A Plan Funds").
Section 1. Each Investor A Plan Fund shall pay to The Winsbury Company
Limited Partnership, an Ohio limited partnership and the distributor (the
"Distributor") of the Trust's shares of beneficial interest 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 Fund (the "Investor A Plan Fee") for: (a) payments the Distributor makes
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 or for distribution
assistance and/or Shareholder service provided by the Distributor pursuant to
an agreement between the Distributor and the Trust; or (b) reimbursement of
expenses 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 Fund, 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 the Distributor or any of its
affiliates or subsidiaries.
Section 2. The Investor A Plan Fee shall be paid by the Investor A Plan
Funds 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 an
Investor A Plan Fund until it has been approved by a vote of at least a
majority of the outstanding Investor A Shares of such Fund.
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 Trust, and (b) the Independent Trustees of the Trust cast in
person at a meeting called for the purpose of voting on the Investor A Plan or
such agreement.
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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 Trust, 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 by vote of a majority of the
outstanding Investor A Shares of an Investor A Plan Fund.
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 by vote of
a majority of the outstanding Investor A Shares of the Investor A Plan Fund,
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 Trust who are not interested persons
of the Trust, 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.
THE PARKSTONE GROUP OF FUNDS THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By /s/ G. XXXXXX XXXXXXXXX By The Winsbury Corporation,
------------------------------ General Partner
G. Xxxxxx Xxxxxxxxx
President
By /s/ XXXXXXX X. XXXXXXXX
----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
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Dated: October 1, 1993
Schedule D
to the
Distribution Agreement
between The Parkstone Group of Funds and
The Winsbury Company Limited Partnership
October 1, 1993
Name of Investor B Plan Fund Date
---------------------------- ----
Parkstone Equity Fund - Investor B Shares March 31, 1993
Parkstone Small Capitalization Fund
Investor B Shares
Parkstone High Income Equity Fund
Investor B Shares
Parkstone Bond Fund - Investor B Shares
Parkstone Limited Maturity Bond Fund
Investor B Shares
Parkstone Intermediate Government
Obligations Fund - Investor B Shares
Parkstone Municipal Bond Fund - Investor
B Shares
Parkstone Michigan Municipal Bond Fund
Investor B Shares
Parkstone Balanced Fund - Investor B Shares
Parkstone U.S. Government Income Fund
Investor B Shares
Parkstone International Discovery Fund
Investor B Shares
THE PARKSTONE GROUP OF FUNDS THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By /s/ G. XXXXXX XXXXXXXXX By The Winsbury Corporation,
--------------------------- General Partner
G. Xxxxxx Xxxxxxxxx
President
By /s/ XXXXXXX X. XXXXXXXX
----------------------------
Xxxxxxx X. Xxxxxxxx
Xxxx Xxxxxxxxx
X-0
00
Dated: October 1, 1993
Schedule E
to the
Distribution Agreement
between The Parkstone Group of Funds and
The Winsbury Company Limited Partnership
October 1, 1993
Investor B Distribution and Shareholder Service Plan
This Plan (the "Investor B Plan") constitutes a distribution and shareholder
service plan of The Parkstone Group of Funds, a Massachusetts business trust
("the Trust"), 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 Trust's Distribution Agreement and as amended from time to time (the
"Investor B Plan Funds").
Section 1. Each Investor B Plan Fund is authorized to pay to The Winsbury
Company Limited Partnership, an Ohio limited partnership and the distributor
(the "Distributor") of the Trust's shares of beneficial interest 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 Fund
(the "Distribution Fee") for: (i) payments the Distributor makes to banks
and other institutions and broker/dealers (a "Participating Organization")
for distribution assistance pursuant to an agreement with the Participating
Organization or for distribution assistance provided by the Distributor
pursuant to an agreement between the Distributor and the Trust; or (ii)
reimbursement of expenses incurred by a Participating Organization pursuant
to an agreement in connection with distribution assistance including, but
not limited to, the reimbursement of expense relating to printing and
distributing prospectuses to persons other than Shareholders of an Investor
B Plan Fund, 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 Trust'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 Fund (the
"Service Fee") for (i) payments the Distributor makes to a Participating
Organization for Shareholder services pursuant to an agreement with the
Participating Organization or for Shareholder services provided by the
Distributor pursuant to an agreement between the Distributor and the Trust;
or (ii) reimbursement of expenses incurred by a Participating Organization
pursuant to an agreement in connection with
X-0
00
Xxxxxxxxxxx service including, but not limited to, personal, continuing
services to investors in the Investor B Shares of a Fund, 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
the Distributor or any of its affiliates or subsidiaries.
Section 2. The Distribution Fee and the Service Fee shall be paid by the
Investor B Plan Funds 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 any Investor B Plan Fund until it has been approved by a
vote of the initial Shareholder of the Investor B Shares of such Fund.
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 Trust, and (b) the Independent Trustees of the Trust 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 Funds pursuant to the Investor B Plan or any
related agreement shall provide to the Trustees of the Trust, 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 by vote of a majority of the
outstanding Investor B Shares of an Investor B Plan Fund.
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 by vote of
a majority of the outstanding Investor B Shares of the Investor B Plan Fund,
on not more than 60 days' written notice to any other party to the
agreement; and
E-2
16
(b) That such agreement shall terminate automatically in the event of its
assignment.
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 until any such amendment has been approved by a vote of at least a
majority of the outstanding Investor B Shares of such Fund, 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 Trust who are not interested persons
of the Trust, 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.
THE PARKSTONE GROUP OF FUNDS THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By /s/ G. XXXXXX XXXXXXXXX By The Winsbury Corporation,
----------------------- General Partner
G. Xxxxxx Xxxxxxxxx
President
By /s/ XXXXXXX X. XXXXXXXX
-----------------------
Xxxxxxx X. Xxxxxxxx
Vice President
E-3
17
Dated: October 1, 1993
Schedule F
to the
Distribution Agreement
between The Parkstone Group of Funds and
The Winsbury Company Limited Partnership
October 1, 1993
Name of Load Fund Date
----------------- ----
Parkstone Equity Fund - Investor A Shares March 31, 1993
Parkstone Small Capitalization Fund
Investor A Shares
Parkstone High Income Equity Fund
Investor A Shares
Parkstone Bond Fund - Investor A Shares
Parkstone Limited Maturity Bond Fund
Investor A Shares
Parkstone Intermediate Government
Obligations Fund - Investor A Shares
Parkstone Municipal Bond Fund -
Investor A Shares
Parkstone Michigan Municipal Bond Fund
Investor A Shares
Parkstone Balanced Fund - Investor A Shares
Parkstone U.S. Government Income Fund
Investor A Shares
Parkstone International Discovery Fund
Investor A Shares
THE PARKSTONE GROUP OF FUNDS THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By /s/ G. XXXXXX XXXXXXXXX By The Winsbury Corporation,
----------------------- General Partner
G. Xxxxxx Xxxxxxxxx
President
By /s/ XXXXXXX X. XXXXXXXX
-------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
F-1
18
Dated: October 1, 1993
Schedule G
to the
Distribution Agreement
between The Parkstone Group of Funds and
The Winsbury Company Limited Partnership
October 1, 1993
Name of CDSC Fund Date
----------------- ----
Parkstone Equity Fund - Investor B Shares March 31, 1993
Parkstone Small Capitalization Fund
Investor B Shares
Parkstone High Income Equity Fund
Investor B Shares
Parkstone Bond Fund - Investor B Shares
Parkstone Limited Maturity Bond Fund
Investor B Shares
Parkstone Intermediate Government
Obligations Fund - Investor B Shares
Parkstone Municipal Bond Fund -
Investor B Shares
Parkstone Michigan Municipal Bond Fund
Investor B Shares
Parkstone Balanced Fund - Investor B Shares
Parkstone U.S. Government Income Fund
Investor B Shares
Parkstone International Discovery Fund
Investor B Shares
THE PARKSTONE GROUP OF FUNDS THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By /s/ G. XXXXXX XXXXXXXXX By The Winsbury Corporation,
----------------------- General Partner
G. Xxxxxx Xxxxxxxxx
President
By /s/ XXXXXXX X. XXXXXXXX
-----------------------
Xxxxxxx X. Xxxxxxxx
Vice President
G-1
