EXHIBIT e(1)
DISTRIBUTION AGREEMENT
This Agreement made as of the 1st day of January, 2000 by and
among SAMCO FUNDS, INC., a Maryland corporation (the "Fund"), INVESTORS BANK &
TRUST COMPANY, a Massachusetts Trust Company (the "Bank") and FIRST FUND
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940 (the "1940 Act");
and it is in the interest of the Fund to offer its shares for sale continuously;
WHEREAS, the Fund offers four series of shares of common stock and
may offer additional series in the future (each, a "series" and collectively,
the "series"), which will have been registered under the Securities Act of 1933
(the "1933 Act");
WHEREAS, the Bank serves as Administrator to the Fund;
WHEREAS, the Distributor is registered as a broker-dealer under
the Securities Exchange Act of 1934 (the "1934 Act") and is a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD");
and
WHEREAS, the Fund, the Bank and the Distributor wish to enter into
an agreement with each other with respect to the continuous offering of the
shares of each existing and future series (the "Shares") of the Fund;
NOW, THEREFORE, the parties agree as follows:
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints the
Distributor as exclusive agent to sell and to arrange for the sale of the
Shares, on the terms and for the period set forth in this Agreement, and the
Distributor hereby accepts such appointment and agrees to act hereunder directly
and/or through the Fund's transfer agent in the manner set forth in the
Prospectuses (as defined below). This appointment applies to each existing
series of Shares as well as any future series, provided that (i) the Fund does
not object to the Distributor in writing on any basis and (ii) the Distributor
does not object to the Fund and the Bank in writing on the basis of the
capabilities of the Distributor. In return for the services to be performed by
the Distributor hereunder, the Distributor shall be paid in the manner agreed to
by the parties hereto. It is understood and agreed that the services of the
Distributor hereunder are not exclusive, and
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the Distributor may act as principal underwriter for the shares of any other
registered investment company.
2. SERVICES AND DUTIES OF THE DISTRIBUTOR.
(a) The Distributor agrees to sell the Shares, as agent for
the Fund, from time to time during the term of this Agreement upon the terms
described in a Prospectus. As used in this Agreement, the term "Prospectus"
shall mean a prospectus and statement of additional information included as part
of the Fund's Registration Statement, as such prospectus and statement of
additional information may be amended or supplemented from time to time, and the
term "Registration Statement" shall mean the Registration Statement filed from
time to time by the Fund with the Securities and Exchange Commission ("SEC") and
currently effective under the 1933 Act and the 1940 Act, as such Registration
Statement is amended by any amendments thereto at the time in effect. The
Distributor shall not be obligated to sell any certain number of Shares.
(b) Upon commencement of operations of any series, the
Distributor will hold itself available to receive orders, satisfactory to the
Distributor, for the purchase of the Shares and will accept such orders and will
transmit such orders and funds received by it in payment for such Shares as are
so accepted to the Fund's transfer agent or custodian, as appropriate, as
promptly as practicable. Purchase orders shall be deemed accepted and shall be
effective at the time and in the manner set forth in the series' Prospectuses.
The Distributor shall not make any short sales of Shares.
(c) The offering price of the Shares shall be the net asset
value per share of the Shares, plus the sales charge, if any, (determined as set
forth in the Prospectuses). The Fund shall furnish the Distributor, with all
possible promptness, an advice of each computation of net asset value and
offering price.
(d) The Distributor shall have the right to enter into
selected dealer agreements with securities dealers of its choice ("selected
dealers") for the sale of Shares. Shares sold to selected dealers shall be for
resale by such dealers only at the offering price of the Shares
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as set forth in the Prospectuses. The Distributor shall offer and sell Shares
only to such selected dealers as are members in good standing of the NASD,
unless such dealers are not eligible for membership in the NASD.
3. REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR.
(a) The Distributor is a corporation duly organized,
validly existing and in good standing under the laws of the state of Delaware
and has full power and authority, corporate and otherwise, to consummate the
transactions contemplated by this Agreement. The Distributor is duly qualified
to carry out its business, and is in good standing, in any state where such
qualification is required for the Distributor to carry out its duties under this
Agreement.
(b) Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will violate any
provision of the Certificate of Incorporation or By-Laws of the Distributor.
(c) The Distributor is registered as a broker-dealer under
the 1934 Act and is a member of the NASD.
4. DUTIES OF THE FUND.
(a) MAINTENANCE OF FEDERAL REGISTRATION. The Fund shall, at
its expense, take, from time to time, all necessary action and such steps,
including payment of the related filing fees, as may be necessary to register
and maintain registration of a sufficient number of Shares under the 0000 Xxx.
The Fund agrees to file from time to time such amendments, reports and other
documents as may be necessary in order that there may be no untrue statement of
a material fact in a Registration Statement or Prospectus, or necessary in order
that there may be no omission to state a material fact in the Registration
Statement or Prospectus which omission would make the statements therein
misleading.
(b) MAINTENANCE OF "BLUE SKY" QUALIFICATIONS. The Fund
shall, at its expense, use its best efforts to qualify and maintain the
qualification of an appropriate number of Shares for sale under the securities
laws of such states as the Distributor and the Fund may approve, and, if
necessary or appropriate in connection therewith, to qualify and maintain the
qualification of the Fund or the series as a broker or dealer in such states;
provided that the Fund shall not be required to amend its Articles of
Incorporation or By-Laws to comply with the laws
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of any state, to maintain an office in any state, to change the terms of the
offering of the Shares in any state from the terms set forth in the
Prospectuses, to qualify as a foreign Fund in any state or to consent to service
of process in any state other than with respect to claims arising out of the
offering and sale of the Shares. The Distributor shall furnish such information
and other material relating to its affairs and activities as may be reasonably
required by the Fund or its series in connection with such qualifications.
(c) COPIES OF REPORTS AND PROSPECTUSES. The Fund shall, at
its expense, keep the Distributor fully informed with regard to its affairs and
in connection therewith shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Shares,
including such reasonable number of copies of Prospectuses and annual and
interim reports as the Distributor may request and shall cooperate fully in the
efforts of the Distributor to sell and arrange for the sale of the Shares and in
the performance of the Distributor under this Agreement.
4. EXPENSES. Expenses connected with the Fund shall be allocable
between the Fund and the Distributor as follows:
(a) The Distributor shall furnish, at its expense and
without cost to the Fund, the services of personnel to the extent that such
services are required to carry out its obligations under this Agreement.
(b) The Fund assumes and shall pay or cause to be paid all
other expenses of the Fund, including, without limitation: the fees of the
Fund's investment adviser; the charges and expenses of any registrar, any
custodian or depository appointed by the Fund for the safekeeping of its cash,
portfolio securities and other property, and any stock transfer, dividend or
accounting agent or agents appointed by the Fund; the fees of any Fund
administrator; brokers' commissions chargeable to the Fund in connection with
portfolio securities transactions to which the Fund is a party; any fee paid
pursuant to any distribution plan, if and when adopted by the Fund pursuant to
Rule 12b-1 under the 1940 Act; all taxes, including securities issuance and
initial transfer taxes, and corporate fees payable by the Fund to federal, state
or other
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governmental agencies; all costs and expenses in connection with the
organization of the Fund and the series and the registration of the Shares with
the SEC and under state securities laws and in connection with maintenance of
registration of the Fund, series and the Shares with the SEC and various states
and other jurisdictions (including filing fees and legal fees and disbursements
of counsel); the expenses of printing, including printing setup charges, and
distributing Prospectuses of the Fund and supplements thereto to the Fund's
shareholders; all expenses of shareholders' and Directors' meetings and of
preparing, printing and mailing of proxy statements and reports to shareholders;
fees and travel expenses of Directors who are not interested persons (as such
term is defined in the 0000 Xxx) of the Fund ("Non-Interested Directors") or
members of any advisory board or committee established by the Non-Interested
Directors; all expenses incident to the payment of any dividend, distribution,
withdrawal or redemption, whether in Shares or in cash; charges and expenses of
any outside service used for pricing of the Fund's Shares; charges and expenses
of legal counsel to the Fund and to the Non-Interested Directors, and of
independent accountants to the Fund, in connection with any matter relating to
the Fund; membership dues paid by the Fund to industry associations; interest
payable on Fund borrowings; postage; insurance premiums on property or personnel
(including officers and directors) of the Fund which inure to its benefit;
extraordinary expenses of the Fund (including, but not limited to, legal claims
and liabilities and litigation costs and any indemnification related thereto);
and all other charges and costs of the Fund's operation unless otherwise.
5. CONFORMITY WITH APPLICABLE LAW AND RULES. The Distributor
agrees that in selling Shares hereunder it shall conform in all respects with
the laws of the United States and of any state in which Shares may be offered,
and with applicable rules and regulations of the NASD.
6. INDEPENDENT CONTRACTOR. In performing its duties hereunder, the
Distributor shall be an independent contract or and neither the Distributor, nor
any of its officers, directors, employees, or representatives is or shall be an
employee of the Fund in the performance of the Distributor's duties hereunder.
The Distributor shall be responsible for its own conduct and the employment,
control, and conduct of its agents and employees and for injury to such agents
or employees or to others through its agents or employees. The Distributor
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employee taxes thereunder.
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7. INDEMNIFICATION.
(a) INDEMNIFICATION OF FUND. The Distributor agrees to
indemnify and hold harmless the Fund and each of its present or former
Directors, officers, employees, representatives and each person, if any, who
controls or previously controlled the Fund within the meaning of Section 15 of
the 1933 Act against any and all losses, liabilities, damages, claims or
expenses (including the reasonable costs of investigating or defending any
alleged loss, liability, damage, claims or expense and reasonable legal
counsel fees incurred in connection therewith) to which the Fund or any such
person may become subject under the 1933 Act, under any other statute, at
common law, or otherwise, arising out of the acquisition of any Shares by any
person which (i) may be based upon any wrongful act by the Distributor or any
of the Distributor's directors, officers, employees or representatives
(including, without limiting the foregoing, any wrongful or unauthorized
sales activities of the Distributor or any of its registered representatives,
as defined under the By-Laws of the NASD, including any failure to conform
with any requirement of any state or federal law relating to the sale of
Shares), or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement,
Prospectus, shareholder report or other information covering Shares filed or
made public by the Fund or any amendment thereof or supplement thereto, 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
if such statement or omission was made in reliance upon and in conformity
with information furnished to the Fund by the Distributor. The Distributor
shall also indemnify and hold harmless the Fund, its officers and directors
and control persons from any liability to the Fund or to the holders of
Shares by reason of the Distributor's willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. In no case (i)
is the Distributor's indemnity in favor of the Fund, or any person
indemnified to be deemed to protect the Fund or such indemnified person
against any liability to which the Fund or such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of the Fund's or such person's duties or by reason of
reckless disregard of the Fund's or such person's obligations and duties
under this Agreement or (ii) is the Distributor to be liable under its
indemnity agreement contained in this Paragraph with respect to any claim
made against the Fund or any person indemnified unless the Fund or such
person, as the case may be, shall have notified the Distributor in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Fund or upon such person (or after the Fund
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or such person shall have received notice of such service on any designated
agent). However, failure to notify the Distributor of any such claim shall not
relieve the Distributor from any liability which the Distributor may have to the
Fund or any person against whom such action is brought otherwise than on account
of the Distributor's indemnity agreement contained in this Paragraph.
The Distributor shall be entitled to participate, at its
own expense, in the defense, or, if the Distributor so elects, to assume the
defense of any suit brought to enforce any such claim, but, if the Distributor
elects to assume the defense, such defense shall be conducted by legal counsel
chosen by the Distributor and satisfactory to the Fund, and to the persons
indemnified as defendant or defendants, in the suit. In the event that the
Distributor elects to assume the defense of any such suit and retain such legal
counsel, the Fund, and the persons indemnified as defendant or defendants in the
suit, shall bear the fees and expenses of any additional legal counsel retained
by them. If the Distributor does not elect to assume the defense of any such
suit, the Distributor will reimburse the Fund and the persons indemnified
defendant or defendants in such suit for the reasonable fees and expenses of any
legal counsel retained by them and will provide advances for payment of the
reasonable expenses incurred by them in connection with the matters as to which
it or they are seeking indemnification in the matter and to the fullest extent
permissible by law. The Distributor agrees to promptly notify the Fund of the
commencement of any litigation of proceedings against it or any of its officers,
employees or representatives in connection with the issue or sale of any Shares.
(b) Indemnification of the Distributor. The Fund agrees to
indemnify and hold harmless the Distributor and each of its present or former
directors, officers, employees, representatives and each person, if any, who
controls or previously controlled the Distributor within the meaning of Section
15 of the 1933 Act against any and all losses, liabilities, damages, claims or
expenses (including the reasonable costs of investigating or defending any
alleged loss, liability, damage, claim or expense and reasonable legal counsel
fees incurred in connection therewith) to which the Distributor or any such
person may become subject under the 1933 Act, under any other statute, at common
law, or otherwise, arising out of the acquisition of any Shares by any person
which (i) may be based upon any wrongful act by the Fund or any of the Fund's
Directors, officers, employees or representatives (including, without limiting
the foregoing, any wrongful or unauthorized sales activities of the Fund, as
defined under the By-Laws of the NASD, including any failure to conform with any
requirement of any state or federal law relating to the sale of Shares), or (ii)
may be based upon any untrue statement or alleged untrue
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statement of a material fact contained in a Registration Statement,
Prospectus, shareholder report or other information covering Shares filed or
made public by the Fund or any amendment thereof or supplement thereto, 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
unless such statement or omission was made in reliance upon and in conformity
with information furnished to the Fund by the Distributor. The Fund shall
also indemnify and hold harmless the Distributor, its officers and directors
and control persons from any liability to the Fund or to the holders of
Shares by reason of the Fund's willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. In no case (i)
is the Fund's indemnity in favor of the Distributor, or any person
indemnified to be deemed to protect the Distributor or such indemnified
person against any liability to which the Distributor or such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of such person's duties or by reason of
reckless disregard of such person's obligations and duties under this
Agreement or (ii) is the Fund to be liable under their indemnity agreement
contained in this Paragraph with respect to any claim made against
Distributor, or person indemnified unless the Distributor, or such person, as
the case may be, shall have notified the Fund in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon the
Distributor or upon such person (or after the Distributor or such person
shall have received notice of such service on any designated agent). However,
failure to notify the Fund of any such claim shall not relieve the Fund from
any liability which the Fund may have to the Distributor or any person
against whom such action is brought otherwise than on account of the Fund's
indemnity agreement contained in this Paragraph.
The Fund shall be entitled to participate, at its own
expense, in the defense, or, if the Fund so elects, to assume the defense of any
suit brought to enforce any such claim, but if the Fund elects to assume the
defense, such defense shall be conducted by legal counsel chosen by the Fund and
satisfactory to the Distributor and to the persons indemnified as defendant or
defendants, in the suit. In the event that the Fund elects to assume the defense
of any such suit and retain such legal counsel, the Distributor, the persons
indemnified as defendant or defendants in the suit, shall bear the fees and
expenses of any additional legal counsel retained by them. If the Fund does not
elect to assume the defense of any such suit , the Fund will reimburse the
Distributor and the persons indemnified as defendant or defendants in such suit
for the reasonable fees and expenses of any legal counsel retained by them and
will provide
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advances for payment of the reasonable expenses incurred by them in connection
with the matters as to which it or they are seeking indemnification in the
matter and to the fullest extent permissible by law. The Fund agrees to promptly
notify the Distributor of the commencement of any litigation or proceedings
against it or any of its Directors, officers, employees or representatives in
connection with the issue or sale of any Shares.
8. AUTHORIZED REPRESENTATIONS. The Distributor is not authorized
by the Fund to give on behalf of the Fund any information or to make any
representations in connection with the sale of Shares other than the information
and representations contained in a Registration Statement or Prospectus filed
with the SEC under the 1933 Act and/or the 1940 Act, covering Shares, as such
Registration Statement and Prospectus may be amended or supplemented from time
to time, or contained in shareholder reports or other material that may be
prepared by or on behalf of the Fund for the Distributor's use. This shall not
be construed to prevent the Distributor from preparing and distributing
tombstone ads and sales literature or other material as it may deem appropriate.
No person other than the Distributor is authorized to act as principal
underwriter (as such term is defined in the 0000 Xxx) for the Fund.
9. TERM OF AGREEMENT. The term of this Agreement shall begin on
the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect for a period of two years from
the date first above written. Thereafter, this Agreement shall continue in
effect from year to year, subject to the termination provisions and all other
terms and conditions thereof, so long as such continuation shall be specifically
approved at least annually by (i) the Board of Directors of the Fund or by vote
of a majority of the outstanding voting securities of each series of the Fund
and, (ii) by the vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Directors of the Fund who are not
parties to this Agreement or interested persons of any such party. The
Distributor shall furnish to the Fund, promptly upon its request, such
information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment hereof.
10. AMENDMENT OR ASSIGNMENT OF AGREEMENT. This Agreement may not
be amended or assigned except as permitted by the 1940 Act, and this Agreement
shall automatically and immediately terminate in the event of its assignment.
11. TERMINATION OF AGREEMENT. This Agreement may be terminated by
the Fund, the Bank or the Distributor, without the payment of any penalty, on
not more than upon 60 days'
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nor less than 30 days' prior notice in writing to the other parties; provided,
that in the case of termination by the Fund such action shall have been
authorized by resolution of a majority of the Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, or by vote of
a majority of the outstanding voting securities of each series of the Fund.
12. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Nothing herein contained shall be deemed to require the Fund to
take any action contrary to its Articles of Incorporation or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of Directors of the Fund
of responsibility for and control of the conduct of the affairs of the Fund.
13. DEFINITION OF TERMS. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretation thereof, if any, by the
United States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC validly issued pursuant to the
1940 Act. Specifically, the terms "vote of a majority of the outstanding voting
securities", "interested persons," "assignment," and "affiliated person," as
used in Paragraphs 8, 9 and 10 hereof, shall have the meanings assigned to them
by Section 2(a) of the 1940 Act. In addition, where the effect of a requirement
of the 1940 Act reflected in any provision of this Agreement is relaxed by a
rule, regulation or order of the SEC, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
14. COMPLIANCE WITH SECURITIES LAWS. The Fund represents that it
is registered as an open-end management investment company under the 1940 Act,
and agrees that it will materially comply with all the provisions of the 1940
Act and of the rules and regulations thereunder. The Fund and the Distributor
each agree to comply with all of the applicable terms and provisions of the 1940
Act, the 1933 Act and, subject to the provisions of Section 4(d), all
applicable "Blue Sky" laws. The Distributor agrees to comply with all of the
applicable terms and provisions of the 1934 Act.
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15. CONFIDENTIALITY. The Distributor agrees on behalf of itself
and its directors, officers and employees to treat confidentially 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 hereunder, except after prior notification to and approval in
writing by the Fund, which approval shall not be unreasonably withheld when
requested to divulge such information by duly constituted authorities and may
not be withheld when the Distributor would be exposed to civil or criminal
contempt proceedings for failure to comply, and the Distributor shall disclose
all such records and information to the Fund's investment adviser and other
service providers upon request.
16. NOTICES. Any notice required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, to the Distributor at 0000 X. Xxxxxxxxx Xxxx, Xxxxx 000-X,
Xxxxxxx, Xxxxxxx, 00000; to the Bank at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000,
Attn: Xxxxx Xxxxxx, Director, Mutual Fund Administration, with a copy to Xxxxxx
Xxxxx, Assistant General Counsel; or to the Fund at Samco Funds, Inc., 000 Xxxx
Xxxxxxxxx, Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000 Attention: Xxxxx Xxxxxx.
[Remainder of Page Intentionally Left Blank]
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17. GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of New York, without regard to its
conflict of laws provisions.
IN WITNESS WHEREOF, the parties hereto have caused t his Agreement
to be executed by their officers designated below on the date first written
above.
SAMCO FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Treasurer
INVESTORS BANK & TRUST COMPANY, solely for
purposes of Sections 10 and 14 hereof
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
FIRST FUND DISTRIBUTORS, INC
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
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FEE SCHEDULE
TO
DISTRIBUTION AGREEMENT
AMONG
SAMCO FUNDS, INC., INVESTORS BANK & TRUST COMPANY
AND
FIRST FUND DISTRIBUTORS, INC.
DATED JANUARY 1, 2000
(THE "AGREEMENT")
First Fund Distributors, Inc. (the "Distributor"), as distributor to Samco
Funds, Inc. (the "Fund"), shall be entitled to compensation for its services
under the Agreement from Investors Bank & Trust Company (the "Bank"), as
administrator to the Fund, as follows:
The Distributor shall receive compensation in the amount of $25,000 per annum,
to be paid no less frequently than monthly, payable in arrears by the Bank. In
addition, the Distributor will be entitled to reimbursement of reasonable
out-of-pocket expenses incurred (including but not limited to NASD filing fees
incurred pursuant to this Agreement) within 10 days of delivery of a valid
invoice.
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By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Treasurer
INVESTORS BANK & TRUST COMPANY, solely for
purposes of Sections 10 and 14 hereof
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
FIRST FUND DISTRIBUTORS, INC
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
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