EXHIBIT 23(E)
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT
----------------------
This Distribution Agreement is made as of the ___ day of _______, 1999,
between THE LEGACY FUNDS, INC., a Delaware business trust (herein called the
"Fund"), and XXXXXXX & XXXXXX, LLC, a New York limited liability company (herein
called the "Distributor").
WHEREAS, the Fund is an open-end management investment company and is so
registered under the Investment Company Act of 1940, and will register one or
more distinct series of shares of beneficial interest ("Shares") for sale to the
public under the Securities Act of 1933, as amended (the "1933 Act"), and will
qualify its shares for sale to the public under various state securities laws;
and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act") and under the state
securities laws of each state where such registration is required for the
distribution of the Fund's Shares, and is also a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the Fund desires to retain the Distributor as [the principal
underwriter and [national] distributor in connection with the offering and sale
of the [Class A] Shares [of each series listed on Schedule A (as amended from
time to time) to this Agreement] and the Distributor is willing to act as
principal underwriter and [national] distributor for the Fund on the terms and
conditions hereinafter set forth];
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein the parties hereto agree as follows:
I. DELIVERY OF DOCUMENTS
---------------------
The Fund has delivered to Distributor copies of each of the following
documents and will deliver to it all future amendments and supplements thereto,
if any:
(a) The Fund's Certificate of Trust and all amendments thereto (such
Certificate of Trust, as currently in effect and as it shall from time to time
be amended, herein called the Fund's "Certificate of Trust");
(b) The Fund's Agreement and Declaration of Trust and all amendments
thereto (such Agreement and Declaration of Trust, as currently in effect and as
it shall from time to time be amended, herein called the "Agreement and
Declaration of Trust");
(c) The By-Laws of the Fund (such By-Laws, as currently in effect
and as it shall from time to time be amended, herein called the "By-Laws");
(d) Resolutions of the Board of Trustees of the Fund authorizing the
execution and delivery of this Agreement;
(e) The Fund's initial Registration Statement under the Investment
Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as it is to be
filed with the Securities and Exchange Commission (the "Commission"), said
Registration Statement, as will be declared effective and as amended or
supplemented from time to time, is herein called the "Registration Statement";
(f) Notification of Registration of the Fund under the 1940 Act on
Form N-8A as filed with the Commission; and
(g) The Prospectus and Statement of Additional Information, if any,
of the Fund (such prospectus and statement of additional information, as will be
filed with the Securities and Exchange Commission and as they shall from time to
time be amended and supplemented, herein called the "Prospectus").
II. DISTRIBUTION
------------
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints Distributor to
serve as the [principal underwriter and] distributor of the Fund's Shares to
sell Shares to the public on behalf of the Fund and Distributor hereby accepts
such appointment and agrees to render the services and duties set forth in this
Section II. The Fund hereby agrees during the term of this Agreement to sell
Shares of the Fund through the Distributor on the terms and conditions set forth
below.
2. SERVICES AND DUTIES.
--------------------
(a) Except as provided below, the Fund agrees to offer for sale
exclusively through Distributor as agent, from time to time during the term of
this Agreement, Shares of the Fund (whether authorized but unissued or treasury
shares, in the Fund's sole discretion) upon the terms and at the net asset value
as described in the Prospectus. Distributor will act only in its own behalf as
principal in making agreements with selected dealers or others for the sale of
Shares, and shall offer Shares only at the net asset value thereof as set forth
in the Prospectus. Distributor shall devote its best efforts to effect sales of
Shares of the Fund, but shall not be obligated to sell any certain number of
Shares. All subscriptions for Shares solicited by the Distributor shall be
directed to the Fund for acceptance in the ordinary course of business following
the procedures set forth in the Fund's Prospectus as in effect from time to
time. The Fund reserves the right to offer Shares directly to investors,
including offers in connection with (i) the merger or consolidation of the Fund
or its series or classes with any other investment company or series or class
thereof, (ii) the Fund's acquisition by purchase or otherwise of all or
substantially all of the assets or stock of any other investment company or
(iii) reinvestment in Shares by the Fund's stockholders of dividends or other
distributions or any other offering by the Fund of securities to its
stockholders.
(b) In all matters relating to the sale of Shares, Distributor will
act in conformity with the Fund's Certificate of Trust, Agreement and
Declaration of Trust, By-Laws, and Prospectus and with the instructions and
directions of the Board of Trustees of the Fund and will conform to and comply
with the requirements of the 1933 Act, and the 1940 Act, the regulations of the
National Association of Securities Dealers, Inc. and all other applicable
federal or state laws and regulations. In connection with such sales,
Distributor acknowledges and agrees that it is not authorized to provide any
information or make any representations other than as contained in the Fund's
Registration Statement and Prospectus and any sales literature specifically
approved by the Fund. The Distributor shall adopt and follow procedures for the
confirmation of sales to investors and selected dealers, the collection of
amounts payable by investors and selected dealers on such sales and the
cancellation of unsettled transactions, as may be necessary to comply with the
requirements of the National Association of Securities Dealers, Inc. (NASD).
[The Distributor shall have the right to enter into selected dealer agreements
with registered and qualified securities dealers and other financial
institutions of its choice for the sale of Shares, provided that the Fund shall
approve the forms of such agreements. Within the United States, the Distributor
shall offer and sell Shares only to such selected dealers as are members in good
standing of the NASD. Shares sold to selected dealers shall be for resale by
such dealers only at the offering price determined as set forth in the
Prospectus.]
(c) Distributor will bear the cost of (i) printing and distributing
the Prospectus and Statement of Additional Information (including any supplement
thereto) to persons who are not either shareholders of, or counsel, independent
accountants or other persons providing similar services to, the Fund, and (ii)
preparing, printing and distributing any literature, advertisement or material
which is primarily intended to result in the sale of the Shares; PROVIDED,
HOWEVER, that Distributor shall not be obligated to bear the expenses incurred
by the Fund in connection with the preparation and printing of any amendment to
any Registration Statement or Prospectus necessary for the continued effective
registration of the Shares under the 1933 Act.
(d) All Shares of the Fund offered for sale by Distributor shall be
offered for sale to the public at the net asset value (determined in the manner
set forth in the Fund's Certificate of Trust and then current Prospectus). No
broker-dealer or other person who enters into a selling agreement with
Distributor shall be authorized to act as agent for the Fund in connection with
the offering or sale of its Shares to the public or otherwise.
[The Distributor in its sole discretion may repurchase Shares offered for
sale by the shareholders. Repurchase of Shares by the Distributor shall be at
the price determined in accordance with, and in the manner set forth in, the
most current Prospectus. At the end of each business day, the Distributor shall
notify, by any appropriate means, the Fund and its transfer agent of the orders
for repurchase of Shares received by the Distributor since the last such report,
the amount to be paid for such Shares, and the identity of the shareholders
offering Shares for repurchase. The Fund reserves the right to suspend such
repurchase right upon written notice to the Distributor. The Distributor further
agrees to act as agent for the Fund to receive and transmit promptly to the
Fund's transfer agent shareholder requests for redemption of Shares.]
[The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be reasonably
requested by the Board.]
[The Distributor shall at all times during the term of this Agreement
remain registered as a broker-dealer under the 1934 Act and with each state
where such registration is required for the distribution of the Fund's Shares,
and shall also remain a member in good standing of the NASD. The Distributor
shall immediately notify the Fund in writing if it receives written notification
that such registrations or membership have been temporarily or permanently
suspended, limited or terminated.]
3. SALES OF SHARES.
----------------
(a) The Fund shall pay all costs and expenses in connection with the
registration of the Shares under the 1933 Act, and all expenses in connection
with maintaining facilities for the issue and transfer of the Shares and for
supplying information, prices and other data to be furnished by the Fund
hereunder, and all expenses in connection with preparing, printing and
distributing the Prospectus except as set forth in subsection 2(c) of Section II
hereof and except for those costs and expenses borne by the Distributor pursuant
to a Distribution Plan and subject to the requirements of Rule 12b-1 under the
0000 Xxx.
(b) The Fund shall execute all documents, furnish all information
and otherwise take all actions which may be reasonably necessary in the
discretion of the Fund's officers in connection with the qualification of the
Shares for sale in such states as Distributor may designate to the Fund and the
Fund may approve, and the Fund shall pay all filing fees which may be incurred
in connection with such qualification. Distributor shall pay all expenses
connected with its qualification as a dealer under state or federal laws and,
except as otherwise specifically provided in this Agreement, all other expenses
incurred by Distributor in connection with the sale of the Shares as
contemplated in this Agreement.
(c) The Fund shall have the right to suspend the offering and sale
of Shares of the Fund at any time in the absolute discretion of the Fund in
response to conditions in the securities markets or otherwise, and to suspend
the redemption of Shares of the Fund at any time permitted by the 1940 Act or
the rules of the commission ("Rules"). Upon notice of any such suspension of the
offering and sale of Shares, the Distributor shall cease to offer Shares. The
Distributor shall not make or cause to be made any offers of Shares in any state
or other jurisdiction where such Shares are not then qualified for offer or sale
or exempt from such qualification.
(d) All orders for the Fund's Shares shall be transmitted promptly
to the Fund's transfer agent, unless otherwise directed by the Fund.
(e) The Fund reserves the right to reject any order for Shares.
IIA. COMPENSATION
------------
[The Fund shall pay to the Distributor as compensation for services under
the Rule 12b-1 Plan(s) adopted by the Fund and this Agreement a distribution fee
with respect to the Fund's classes and/or series of Shares as described in each
of the Fund's respective Plans and this Agreement.]
[So long as a Plan or any amendment thereto is in effect, the Distributor
shall inform the Board of Trustees of the commissions with respect to the
relevant class and/or series of Shares to be paid by the Distributor to account
executives of the Distributor and to broker-dealers and financial institutions
which have dealer agreements with the Distributor. So long as a Plan (or any
amendment thereto) is in effect, at the request of the Board of Trustees or any
agent or representative of the Fund, the Distributor shall provide such
additional information as may reasonably be requested concerning the activities
of the Distributor hereunder and the costs incurred in performing such
activities with respect to the relevant class and/or series of Shares.]
[As compensation for the services performed and the expenses assumed by
the Distributor under this Agreement including, but not limited to, any
commissions paid for sales of Shares, the Distributor shall be entitled to [the]
fees and expenses [set forth in Schedule B to this Agreement] which are payable
[promptly after the last day of each month]. Such fees shall be paid to the
Distributor by the Fund pursuant to its Rule 12b-1 plan or, if Rule 12b-1
payments are not sufficient to pay such fees and expenses, or if the Rule 12b-1
plan is discontinued, or if the [Fund or the] Fund's sponsor otherwise
determines that Rule 12b-1 fees shall not, in whole or in part, be used to pay
the Distributor, the [Fund or the] Fund`s sponsor shall be responsible for the
payment of the amount of such fees not covered by Rule 12b-1 payments.]
III. LIMITATION OF LIABILITY
-----------------------
Distributor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
IV. CONFIDENTIALITY
---------------
Distributor will treat confidentially and as proprietary information of
the Fund all records and other information relative to the Fund, to the Fund's
prior or present shareholders and to those persons or entities who respond to
Distributor inquiries concerning investment in the Fund, and, except as provided
below, will not use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder or the performance of
its responsibilities and duties with regard to sales of the shares of any
portfolio which may be added to the Fund in the future. Any other use by
Distributor of the information and records referred to above may be made only
after prior notification to and approval in writing by the Fund. Such approval
shall not be unreasonably withheld and may not be withheld where (i) Distributor
may be exposed to civil or criminal contempt proceedings for failure to divulge
such information; (ii) Distributor is requested to divulge such information by
duly constituted authorities; or (iii) Distributor is so requested by the Fund.
V. INDEMNIFICATION
---------------
1. FUND REPRESENTATIONS. The Fund represents and warrants to Distributor
that at all times the Registration Statement and Prospectus will, in all
material respects, conform to the applicable requirements of the 1933 Act and
the rules thereunder, that the Registration Statement did not contain at the
time it became effective and will not contain at the time any subsequent
amendment thereto becomes effective any untrue statement of material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements contained therein not misleading and that the Prospectus
does not contain and will not contain at any time when it is authorized for use
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, except
that no representation or warranty in this subsection shall apply to statements
or omissions made in reliance upon and in conformity with written information
furnished to the Fund by or on behalf of or otherwise approved by and with
respect to Distributor or its affiliates expressly for use in the Registration
Statement or Prospectus.
2. DISTRIBUTOR REPRESENTATIONS. Distributor represents and warrants to the
Fund that it is duly incorporated as a New York limited liability company and is
registered as a broker-dealer under the Securities Exchange Act of 1934 and the
laws of each state where such registration is required for the distribution of
the Fund's Shares and is and at all times will remain duly authorized and
licensed to carry out its services as contemplated herein.
3. FUND INDEMNIFICATION. The Fund will indemnify, defend and hold harmless
Distributor, its several directors and officers, and any person who controls
Distributor within the meaning of Section 15 of the 1933 Act, from and against
any losses, claims, damages or liabilities, joint or several, to which any of
them may become subject under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of, or are based upon, any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the
Prospectus or in any application or other document executed by or on behalf of
the Fund, or arise out of, or are based upon, information furnished by or on
behalf of the Fund filed in any state in order to qualify the Shares under the
securities or blue sky laws thereof ("Blue Sky Application"), or arise out of,
or are based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse Distributor, its several directors and
officers, and any person who controls Distributor within the meaning of Section
15 of the 1933 Act, for any legal or other expenses reasonably incurred by any
of them in investigating, defending or preparing to defend any such action,
proceeding or claim; PROVIDED, HOWEVER, that the Fund shall not be liable in any
case to the extent that such loss, claim, damage or liability arises out of, or
is based upon, any untrue statement, alleged untrue statement, or omission or
alleged omission made in the Registration Statement, the Prospectus, any Blue
Sky Application or any application or other document executed by or on behalf of
the Fund in reliance upon and in conformity with written information furnished
to the Fund by or on behalf of or otherwise approved by and with respect to
Distributor or its affiliates specifically for inclusion therein.
The Fund shall not indemnify any person pursuant to this subsection 3
unless the court or other body before which the proceeding was brought has
rendered a final decision on the merits that such person was not liable by
reason of his willful misfeasance, bad faith or gross negligence in the
performance of his duties, or his reckless disregard of obligations and duties,
under this Agreement ("disabling conduct") or, in the absence of such a
decision, a reasonable determination (based upon a review of the facts) that
such person was not liable by reason of disabling conduct has been made by the
vote of a majority of a quorum of trustees of the Fund who are neither
"interested persons" of the Fund (as defined in the 0000 Xxx) nor parties to the
proceeding, or by an independent legal counsel in a written opinion.
The Fund shall advance reasonable attorneys' fees and other expenses
incurred by any person in defending any claim, demand, action or suit which is
the subject of a claim for indemnification pursuant to this subsection 3, so
long as: (i) such person shall undertake to repay all such advances unless it is
ultimately determined that he is entitled to indemnification hereunder; and (ii)
such person shall provide security for such undertaking, or the Fund shall be
insured against losses arising by reason of any lawful advances, or a majority
of a quorum of the disinterested, non-party trustees of the Fund (or an
independent legal counsel in a written opinion) shall determine based on a
review of readily available facts (as opposed to a full trial-type inquiry) that
there is a reasonable likelihood that such person ultimately will be found
entitled to indemnification hereunder.
4. DISTRIBUTOR INDEMNIFICATION. Distributor will indemnify, defend and
hold harmless the Fund, the Fund's several officers and trustees and any person
who controls the Fund within the meaning of Section 15 of the 1933 Act, from and
against any losses, claims, damages or liabilities joint or several, to which
any of them may become subject under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
hereof) arise out of, or are based upon, any breach of its representations and
warranties in subsection 2 of this Section V or its agreements in subsection 2
or 3 of Section II hereof, or which arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus, any Blue Sky Application or any
application or other document executed by or on behalf of the Fund, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, which
statement or omission was made in reliance upon or in conformity with
information furnished in writing to the Fund or any of its several officers and
trustees by or on behalf of or otherwise approved by and with respect to
Distributor specifically for inclusion therein, and will reimburse the Fund, the
Fund's several officers and trustees, and any person who controls the Fund or
any Fund within the meaning of Section 15 of the 1933 Act, for any legal or
other expenses reasonably incurred by any of them in investigating, defending or
preparing to defend any such action, proceeding or claim.
The Distributor shall advance reasonable attorneys' fees and other
expenses incurred by any person in defending any claim, demand, action or suit
which is the subject of a claim for indemnification pursuant to this subsection
4, so long as: (i) such person shall undertake to repay all such advances unless
it is ultimately determined that he is entitled to indemnification hereunder;
and (ii) such person shall provide security for such undertaking, or the Fund
shall be insured against losses arising by reason of any lawful advances, or a
majority of a quorum of the disinterested, non-party trustees of the Fund (or an
independent legal counsel in a written opinion) shall determine based on a
review of readily available facts (as opposed to a full trial-type inquiry) that
there is a reasonable likelihood that such person ultimately will be found
entitled to indemnification hereunder.
5. GENERAL INDEMNITY PROVISIONS. No indemnifying party shall be liable
under its indemnity agreement contained in subsection 3 or 4 hereof with respect
to any claim made against such indemnifying party unless the indemnified party
shall have notified the indemnifying party in writing within twenty (20) days
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the indemnified party (or after the
indemnified party shall have received notice of such service on any designated
agent), but failure to notify the indemnifying party of any such claim shall not
relieve it from any liability which it may otherwise have to the indemnified
party. The indemnifying party will be entitled to participate at its own expense
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, and if the indemnifying party elects to assume the
defense, such defense shall be conducted by counsel chosen by it and reasonably
satisfactory to the indemnified party. In the event the indemnifying party
elects to assume the defense of any such suit and retain such counsel, the
indemnified party shall bear the fees and expenses of any additional counsel
retained by the indemnified party.
[6. INDEMNITY IN CONNECTION WITH THE ACCEPTANCE OF ORDERS TO PURCHASE FUND
SHARES PRIOR TO RECEIPT OF PAYMENT (NEXT DAY SETTLEMENT). The Prospectus of the
Fund, as amended or supplemented from time to time, may authorize the Fund to
accept orders to purchase shares of the Fund prior to receipt of payment
therefor in Federal funds. The parties recognize that in the event any such
purchase order is canceled as a result of the failure of the investor to make
timely payment for such shares, the Fund may suffer dilution in the event the
net asset value per share of the Fund applicable on the date such purchase order
is canceled is less than the purchase price per share applicable to such
purchase order and that the Fund may incur fees and other losses and expenses in
connection with the processing and cancellation of such purchase order. In the
event of any such cancellation of any such purchase order, the Distributor will
(i) pay to the Fund an amount equal to the decline in the price of the shares
from price applicable at the time the purchase order was accepted (i.e. the net
asset value per share of the Fund next determined after the acceptance of such
purchase order) to the price applicable at the time the purchase order was
canceled (i.e. the net asset value per share of the Fund next determined after
the cancellation of such purchase order), less the net amount, if any, of any
Gain on Canceled Shares (as defined below) accrued from the beginning of the
fiscal year of the Fund in which the cancellation takes place to the date of
such cancellation, (ii) reimburse the Fund for any and all fees and other losses
and expenses incurred in connection with the processing and cancellation of such
purchase order and (iii) pay all legal fees incurred in connection with any
legal action taken against an investor for nonpayment or taken by an investor
against the Fund as a result of the cancellation. As used herein, "Gain on
Canceled Shares" shall mean the amount, if any, by which the aggregate purchase
price applicable to all orders to purchase shares of the Fund that are accepted
but subsequently canceled for nonpayment (measured by the respective net asset
values per share of the Fund next determined after the acceptance of such
purchase orders) exceeds the aggregate value of such shares at the time of
cancellation (measured by the respective net asset values per share of the Fund
next determined after the cancellation of such purchase orders).]
VI. DURATION AND TERMINATION
------------------------
This Agreement shall become effective as of the date first above written,
and, unless sooner terminated as provided herein, shall remain in effect until
[_________, 2000]. Thereafter, if not terminated, this Agreement shall continue
automatically for successive terms of one year expiring on _______ of each year,
provided that such continuance is specifically approved at least annually (a) by
a majority of those members of the Board of Trustees of the Fund who are not
"interested persons" of the Fund and who have no direct or indirect financial
interest in the operation of this Distribution Agreement (the "Disinterested
Trustees"), pursuant to a vote cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Board of Trustees of the Fund
or by vote of a majority of the outstanding voting securities of the Fund;
PROVIDED, HOWEVER, that this Agreement shall automatically terminate in the
event of its assignment and may be terminated by the Fund at any time, without
the payment of any penalty, by vote of a majority of the Disinterested Trustees
or by a vote of a majority of the outstanding voting securities on 60 days'
written notice to, or by the Distributor at any time, without the payment of any
penalty, on 60 days' written notice to the Fund. The terms "assignment" and
"vote of a majority of the outstanding voting securities" shall have the
meanings set forth in the 1940 Act and the rules and regulations thereunder.
VII. AMENDMENT OF THIS AGREEMENT
---------------------------
No provision of this Agreement may be changed, waived, discharged, or
terminated except by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge, or termination is sought. This
Agreement may be amended with the approval of the Board of Trustees of the Fund,
or of a majority of the outstanding voting securities of the [applicable class
and/or series of the] Fund; provided, that in either case, such amendment also
shall be approved by a majority of the Independent Trustees.
VIII. NOTICES
-------
Notice of any kind to be given to the Distributor by the Fund shall be in
writing and shall be duly given if mailed or delivered to the Distributor at 00
Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: [Xxxxxx Xxxxxx, Managing Director], or
at such other address or to such other individual as shall be specified by the
Distributor to the Fund in accordance with this Section VIII. Notices of any
kind to be given to the Fund by the Distributor shall be in writing and shall be
duly given if mailed or delivered to the Fund at its address set forth in the
then-current Prospectus, Attention: [Chairman of the Board of Trustees], or at
such other address or to such other individual as shall be specified by the Fund
to the Distributor in accordance with this Section, with copies to each of the
Fund's Trustees at their respective addresses set forth in the Fund's
Registration Statement and to the legal counsel to the Fund.
IX. CONSTRUCTION; GOVERNING LAW
---------------------------
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. Subject to the
provisions of Section VI hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
shall be governed by New York law; PROVIDED, however, that nothing herein shall
be construed in a manner inconsistent with the 1940 Act or any rule or
regulation of the Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their officers designated below as of the day and year first above
written.
THE LEGACY FUNDS, INC.
By:
-----------------------------------------
Xxxxxxxx X. Xxxx, Esq.
Chairman of the Board of Trustees
XXXXXXX & XXXXXX, LLC
By:
-----------------------------------------
Xxxxxx Xxxxxx
Managing Director
