DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this ______ day of________, 1998, by and
between Xxxxxxx Funds, Inc., a Maryland corporation (the "Corporation"),
and Sunstone Distribution Services, LLC, a Wisconsin limited liability
company (the "Distributor").
WHEREAS, the Corporation is an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "Act") and is
authorized to issue shares of common stock (the "Shares") in separate
classes with each such class representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a
member of the National Association of Securities Dealers, Inc. (the
"NASD"); and
WHEREAS, the Corporation and Distributor desire to enter into an
agreement pursuant to which Distributor shall be the distributor of the
Shares of the Corporation representing the investment portfolios listed on
Schedule A hereto and any additional investment portfolios the Corporation
and Distributor may agree upon and include on Schedule A as such Schedule
may be amended from time to time (such investment portfolios and any
additional investment portfolios are individually referred to as a "Fund"
and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. Appointment of the Distributor.
The Corporation hereby appoints the Distributor as agent for the
distribution of the Shares, on the terms and for the period set forth in
this Agreement. Distributor hereby accepts such appointment as agent for
the distribution of the Shares on the terms and for the period set forth
in this Agreement.
2. Services and Duties of the Distributor.
2.1 Distributor will act as agent for the distribution of Shares in
accordance with the instructions of the Corporation's Board of Directors
and the registration statement and prospectuses then in effect with
respect to the Funds under the Securities Act of 1933, as amended (the
"1933 Act").
2.2 Distributor may finance appropriate activities which it deems
reasonable which are primarily intended to result in the sale of Shares,
including, but not limited to, advertising, the printing and mailing of
prospectuses to other than current shareholders, and the printing and
mailing of sales literature. All other expenses in connection with the
organization and operation of the Corporation and the Funds shall be the
responsibility of the Corporation. Distributor may enter into servicing
and/or selling agreements with qualified broker/dealers and other persons
with respect to the offering of Shares to the public, and if it so chooses
Distributor will act only on its own behalf as principal. The Distributor
shall not be obligated to sell any certain number of Shares of any Fund.
2.3 All Shares of the Funds offered for sale by Distributor shall be
offered for sale to the public at a price per unit (the "offering price")
equal to their net asset value (determined in the manner set forth in the
Funds' then current prospectus), plus, except to those classes of persons
set forth in the then current prospectus, a sales charge which shall be
the percentage of the offering price of such shares as set forth in the
Funds' then current prospectus. The offering price, if not an exact
multiple of one cent, shall be adjusted to the nearest cent. The excess,
if any, of the sales price over the net asset value of the Shares paid by
an investor in connection with his or her purchase of Shares shall be
retained by the Distributor as a commission for its services hereunder.
Concessions to broker/dealers and other persons shall be set forth in
either the selling agreements, or if such concessions are described in the
Funds' then current prospectus, shall be as so set forth. No
broker/dealer or other person who enters into a selling agreement shall be
authorized to act as agent for the Funds in connection with the offering
or sale of its Shares to the public or otherwise.
2.4 If any shares sold by the Funds are redeemed or repurchased by
the Funds, or by Distributor as agent, or are tendered for redemption,
within seven business days after the date of confirmation of the original
purchase of said Shares, Distributor shall forfeit the amount above the
net asset value received by Distributor in respect of such Shares,
provided that the portion, if any, of such amount re-allowed, by
Distributor to broker/dealers or other persons shall be repayable to the
Funds only to the extent recovered by Distributor from the broker/dealer
or other person concerned. Distributor shall include in the forms of
agreement with such broker/dealers and other persons a corresponding
provision for the forfeiture by them of their concession with respect to
Shares sold by them or their principals and redeemed or repurchased by the
Funds or by Distributor as agent (or tendered for redemption) within seven
business days after the date of confirmation of such initial purchases.
2.5 Distributor shall act as distributor of the Shares in compliance
in all material respects with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or adopted
pursuant to the 1940 Act, by the Securities and Exchange Commission (the
"Commission") and the NASD. Distributor shall provide to the
Corporation's Board of Directors, at least quarterly, a report of its
expenses incurred pursuant to this Agreement.
3. Duties and Representations of the Corporation.
3.1 The Corporation represents that it is registered as an open-end
management investment company under the 1940 Act and that it has and will
continue to act in conformity with its Articles of Incorporation, By-Laws,
its registration statement as may be amended from time to time and
resolutions and other instructions of its Board of Directors and has and
will continue to comply with all applicable laws, rules and regulations
including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the
laws of the states in which shares of the Funds are offered and sold, and
the rules and regulations thereunder.
3.2 The Corporation shall take or cause to be taken all necessary
action to register and maintain the registration of the Shares under the
1933 Act for sale as herein contemplated and shall pay all costs and
expenses in connection with the registration of Shares under the 1933 Act,
and be responsible for all expenses in connection with the organization
and operation of the Corporation and the Funds including maintaining
facilities for the issue and transfer of Shares and for supplying
information, prices and other data to be furnished by the Corporation
hereunder.
3.3 The Corporation shall execute any and all documents and furnish
any and all information and otherwise take all actions which may be
reasonably necessary in the discretion of the Corporation's officers in
connection with the qualification of the Shares for sale in such states as
Distributor and the Corporation may approve, shall maintain the
registration of a sufficient number or amount of shares thereunder, and
shall pay all expenses which may be incurred in connection with such
qualification.
3.4 The Corporation shall, at its expense, keep the Distributor
fully informed with regard to its affairs. In addition, the Corporation
shall furnish Distributor from time to time such information with respect
to the Corporation and the Shares as Distributor may reasonably request,
and the Corporation warrants that the statements contained in any such
information shall be true and correct. The Corporation represents that it
will not use or authorize the use of any advertising or sales material
unless and until such materials have been approved and authorized for use
by the Distributor.
3.5 The Corporation represents to Distributor that all registration
statements and prospectuses of the Corporation filed or to be filed with
the Commission under the 1933 Act with respect to the Shares have been and
will be prepared in conformity with the requirements of the 1933 Act, the
1940 Act, and the rules and regulations of the Commission thereunder. As
used in this Agreement the terms "registration statement" and "prospectus"
shall mean any registration statement and prospectus (together with the
related statement of additional information) at any time now or hereafter
filed with the Commission with respect to any of the Shares and any
amendments and supplements thereto which at any time shall have been or
will be filed with said Commission. The Corporation 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 in conformity with the 1933 Act,
the 1940 Act and the rules and regulations of the Commission; that all
information contained in the registration statement and prospectus will be
true and correct in all material respects when such registration statement
becomes effective; and that neither the 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. The Corporation agrees to file timely from time to time
such amendments, supplements, reports and other documents as may be
necessary or required in order to comply with the 1933 Act and the 1940
Act and in order that there may be no untrue statement of a material fact
in a registration statement or prospectus, or necessary or required 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.
3.6 The Corporation shall not file any amendment to the registration
statement or supplement to any prospectus without giving Distributor
reasonable notice thereof in advance and if the Distributor declines to
assent to such amendment (after a reasonable time), the Corporation may
terminate this Agreement forthwith by written notice to the Distributor
without payment of any penalty. If the Corporation shall not propose an
amendment or amendments and/or supplement or supplements promptly after
receipt by the Corporation of a written request from Distributor to do so,
Distributor may, at its option, immediately terminate this Agreement. In
addition, if, at any time during the term of this Agreement, the
Distributor requests the Corporation to make any change in its governing
instruments or in its methods of doing business which are necessary in
order to comply with any requirement of applicable law or regulation, and
the Corporation fails to make any such change as requested, the
Distributor may terminate this Agreement forthwith by written notice to
the Corporation without payment of any penalty. Nothing contained in this
Agreement shall in any way limit the Corporation's right to file at any
time any amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Corporation may deem
advisable, such right being in all respects absolute and unconditional.
3.7 Whenever in their judgment such action is warranted by market,
economic or political conditions, or by circumstances of any kind, the
Corporation's officers may decline to accept any orders for, or make any
sales of, any Shares until such time as they deem it advisable to accept
such orders and to make such sales and the Corporation shall advise
Distributor promptly of such determination.
3.8 The Corporation agrees to advise the Distributor promptly in
writing:
(i) of any correspondence or other communication by the
Commission or its staff relating to a Fund, including requests by the
Commission for amendments to the registration statement or prospectuses,
and any correspondence or other communication by the Corporation or its
representatives or agents to the Commission or its staff relating to a
Fund;
(ii) in the event of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement or
prospectuses then in effect or the initiation of any proceeding for that
purpose;
(iii) of the happening of any event which makes untrue any
statement of a material fact made in the registration statement or
prospectuses or which requires the making of a change in such registration
statement or prospectuses in order to make the statements therein not
misleading; and
(iv) of all actions taken by the Commission with respect to any
amendments to any registration statement or prospectus which may from time
to time be filed with the Commission.
4. Compensation.
4.1 For the services provided pursuant to this Agreement, and
subject to the limitations contained in Section 4.3 below, the Funds will
pay to the Distributor a fee (the "Distribution Fee"), payable monthly in
arrears, at the annual rate of .05% per annum of each Fund's average daily
net assets, less the portion of the proceeds of the front-end sales
charges paid by investors and retained by the Distributor (i.e. not paid
as concessions to broker-dealers or others).
4.2 In addition to the compensation payable pursuant to Section 4.1,
and subject to the limitations contained in Section 4.3 below, the Funds
will reimburse the Distributor or pay directly, at the Distributor's
discretion, (i) the Distributor's reasonable out-of-pocket expenses
incurred in connection with activities primarily intended to result in the
sale of Shares including, without limitation, typesetting, printing and
distribution of prospectuses and shareholder reports, production, printing
and distribution of sales materials and forms, placement of media
advertising, engagement of designers, free xxxxx writers and public
relation firms, long distance telephone lines, services and charges,
postage, overnight delivery charges, storage of inventory, regulatory
filing fees and travel, lodging and meals, and (ii) to the extent approved
by the Corporation trailing commissions paid by Distributor to dealers or
other persons entering into a selling agreement with Distributor or the
Corporation.
4.3 Subject to and calculated in accordance with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., if
during any annual period the total of (i) the Distribution Fee and out-
of-pocket reimbursements under Sections 4.1 and 4.2 to the Distributor,
and (ii) amounts paid by a Fund which payment was primarily intended to
result in the sale of Shares pursuant to the Fund's Rule 12b-1 Plan and
which was approved by the Distributor, exceeds 0.25% of a Fund's average
daily net assets, the Distributor will rebate that portion of its
Distribution Fee and expenses necessary to result in the total of (i) and
(ii) above not exceeding 0.25% of the Fund's average daily net assets. The
payment of the Distribution Fee and reimbursement of expenditures is
authorized pursuant to the Corporation's Distribution Plan under Rule 12b-
1 under the 1940 Act and is contingent upon the continued effectiveness of
the Corporation's Distribution Plan. It is understood that the
Corporation's investment adviser will reimburse the Distributor (or pay
directly at the discretion of the Distributor) any distribution expenses
to the extent approved by the Corporation and compensation incurred by
Distributor in excess of the amounts, if any, the Corporation, on behalf
of a Fund, pays to Distributor to the extent the Corporation's investment
adviser is permitted to do so by law.
4.4 Notwithstanding the foregoing, the Distributor shall be entitled
to the excess of the sales price over the net asset value of the Shares
paid by investors as a commission for its services hereunder.
5. Indemnification.
5.1(a) The Corporation authorizes Distributor to use any
prospectus, in the form furnished to Distributor from time to time, in
connection with the sale of Shares. The Corporation shall indemnify,
defend and hold the Distributor, and each of its present or former
directors, officers, employees, representatives and any person who
controls or previously controlled the Distributor within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any and all
losses, claims, demands, liabilities, damages and expenses (including the
costs of investigating or defending any alleged losses, claims, demands,
liabilities, damages or expenses and any counsel fees incurred in
connection therewith) which Distributor, each of its present and former
directors, officers, employees or representatives or any such controlling
person, may incur under the 1933 Act, the 1934 Act, any other statute
(including Blue Sky laws) or any rule or regulation thereunder, 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
the registration statement or any prospectus, as from time to time amended
or supplemented, or an annual or interim report to shareholders, or
arising out of or based upon any omission, or alleged omission, to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that the
Corporation's obligation to indemnify Distributor and any of the foregoing
indemnitees shall not be deemed to cover any losses, claims, demands,
liabilities, damages or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in the
registration statement, prospectus, or annual or interim report in
reliance upon and in conformity with information relating to the
Distributor and furnished to the Corporation or its counsel by Distributor
for the purpose of, and used in, the preparation thereof; and provided
further that the Corporation's agreement to indemnify Distributor and any
of the foregoing indemnitees shall not be deemed to cover any liability to
the Corporation or its shareholders to which Distributor would otherwise
be subject by reason of its 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. The
Corporation's agreement to indemnify the Distributor, and any of the
foregoing indemnitees, as the case may be, with respect to any action, is
expressly conditioned upon the Corporation being notified of such action
brought against Distributor, or any of the foregoing indemnitees, within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor, or such person, such notification to be given by letter or by
telegram addressed to the Corporation's President, but the failure so to
notify the Corporation of any such action shall not relieve the
Corporation from any liability which the Corporation may have to the
person against whom such action is brought by reason of any such untrue,
or alleged untrue, statement or omission, or alleged omission, otherwise
than on account of the Corporation's indemnity agreement contained in this
Section 5.1.
5.1(b) The Corporation shall 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 loss, claim, demand, liability, damage or
expense, but if the Corporation elects to assume the defense, such defense
shall be conducted by counsel chosen by the Corporation and approved by
the Distributor, which approval shall not be unreasonably withheld. In
the event the Corporation elects to assume the defense of any such suit
and retain such counsel, the indemnified defendant or defendants in such
suit shall bear the fees and expenses of any additional counsel retained
by them. If the Corporation does not elect to assume the defense of any
such suit, or in case the Distributor does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Corporation, the
Corporation will reimburse the indemnified person or persons named as
defendant or defendants in such suit, for the fees and expenses of any
counsel retained by Distributor and them. The Corporation's
indemnification agreement contained in this Section 5.1 and the
Corporation'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 the Distributor, and each of its
present or former directors, officers, employees, representatives or any
controlling person, and shall survive the delivery of any Shares and the
termination of this Agreement. This agreement of indemnity will inure
exclusively to the Distributor's benefit, to the benefit of each of its
present or former directors, officers, employees or representatives or to
the benefit of any controlling persons and their successors. The
Corporation agrees promptly to notify Distributor of the commencement of
any litigation or proceedings against the Corporation or any of its
officers or directors in connection with the issue and sale of any of the
Shares.
5.2(a) Distributor shall indemnify, defend and hold the
Corporation, and each of its present or former Directors, officers,
employees, representatives, and any person who controls or previously
controlled the Corporation within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all losses, claims,
demands, liabilities, damages and expenses (including the costs of
investigating or defending any alleged losses, claims, demands,
liabilities, damages or expenses, and any counsel fees incurred in
connection therewith) which the Corporation, and each of its present or
former Directors, officers, employees, representatives, or any such
controlling person, may incur under the 1933 Act, the 1934 Act, any other
statute (including Blue Sky laws) or any rule or regulation thereunder, or
under common law or otherwise, arising out of or based upon any untrue, or
alleged untrue, statement of a material fact contained in the
Corporation's registration statement or any prospectus, as from time to
time amended or supplemented, or annual or interim report to shareholders
or the omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statement not
misleading, but only if such statement or omission was made in reliance
upon, and in conformity with, information relating to the Distributor and
furnished to the Corporation or its counsel by the Distributor for the
purpose of, and used in, the preparation thereof. Distributor's agreement
to indemnify the Corporation and any of the foregoing indemnitees shall
not be deemed to cover any liability to Distributor to which the
Corporation would otherwise be subject by reason of its 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. The Distributor's Agreement to indemnify
the Corporation, and any of the foregoing indemnitees, is expressly
conditioned upon the Distributor's being notified of any action brought
against the Corporation, and any of the foregoing indemnitees, such
notification to be given by letter or telegram addressed to Distributor's
President, within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been
served upon the Corporation or such person, but the failure so to notify
Distributor of any such action shall not relieve Distributor from any
liability which Distributor may have to the person against whom such
action is brought by reason of any such untrue, or alleged untrue,
statement or omission, otherwise than on account of Distributor's
indemnity agreement contained in this Section 5.2(a).
5.2(b) The Distributor shall 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 loss, claim, demand, liability, damage or
expense, but if the Distributor elects to assume the defense, such defense
shall be conducted by counsel chosen by the Distributor and approved by
the Corporation, which approval shall not be unreasonably withheld. In
the event the Distributor elects to assume the defense of any such suit
and retain such counsel, the indemnified defendant or defendants in such
suit shall bear the fees and expenses of any additional counsel retained
by them. If the Distributor does not elect to assume the defense of any
such suit, or in case the Corporation does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Distributor, the
Distributor will reimburse the indemnified person or persons named as
defendant or defendants in such suit, for the fees and expenses of any
counsel retained by the Corporation and them. The Distributor's
indemnification agreement contained in this Section 5.2 and the
Distributor'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 the Corporation, and each of its
present or former directors, officers, employees, representatives or any
controlling person, and shall survive the delivery of any Shares and the
termination of this Agreement. This agreement of indemnity will inure
exclusively to the Corporation's benefit, to the benefit of each of its
present or former directors, officers, employees or representatives or to
the benefit of any controlling persons and their successors. The
Distributor agrees promptly to notify the Corporation of the commencement
of any litigation or proceedings against the Distributor or any of its
officers or directors in connection with the issue and sale of any of the
Shares.
6. Offering of Shares.
No Shares shall be offered by either the Distributor or the
Corporation under any of the provisions of this Agreement and no orders
for the purchase or sale of such Shares hereunder shall be accepted by the
Corporation 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 the current prospectus as required by Section 10 of the 1933 Act, as
amended, is not on file with the Commission; provided, however, that
nothing contained in this paragraph 6 shall in any way restrict or have an
application to or bearing upon the Corporation's obligation to repurchase
Shares from any shareholder in accordance with the provisions of the
prospectus or Articles of Incorporation.
7. Term.
7.1 This Agreement shall become effective with respect to each Fund
listed on Schedule A hereof as of the date hereof and, with respect to
each Fund not in existence on that date, on the date an amendment to
Schedule A to this Agreement relating to that Fund is executed. Unless
sooner terminated as provided herein, this Agreement shall continue in
effect with respect to each Fund until ______________, 1999. Thereafter,
if not terminated, this Agreement shall continue automatically in effect
as to each Fund for successive annual periods, provided such continuance
is specifically approved at least annually by (i) the Corporation's Board
of Directors or (ii) the vote of a majority (as defined in the 0000 Xxx)
of the outstanding voting securities of a Fund, and provided that in
either event the continuance is also approved by the Distributor and by a
majority of the Corporation's Board of Directors who are not "interested
persons" (as defined in the 0000 Xxx) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval.
7.2 This Agreement may be terminated without penalty with respect to
a particular Fund (1) through a failure to renew this Agreement at the end
of a term, (2) upon mutual consent of the parties, or (3) on no less than
sixty (60) days' written notice, by the Corporation's Board of Directors,
by vote of a majority (as defined with respect to voting securities in the
1940 Act) of the outstanding voting securities of a Fund, or by the
Distributor (which notice may be waived by the party entitled to such
notice). In addition, this Agreement may be terminated at any time,
without penalty, with respect to a particular Fund by vote of a majority
of the members of the Board of Directors who are not interested persons of
the Corporation (as defined in the 0000 Xxx) and have no direct or
indirect financial interest in the operation of the Corporation's Service
and Distribution Plan or in this Agreement. The terms of this Agreement
shall not be waived, altered, modified, amended or supplemented in any
manner whatsoever except by a written instrument signed by the Distributor
and the Corporation. This Agreement will also terminate automatically in
the event of its assignment (as defined in the 1940 Act).
8. Miscellaneous.
8.1 The services of the Distributor rendered to the Funds are not
deemed to be exclusive. The Distributor may render such services and any
other services to others, including other investment companies. The
Corporation recognizes that from time to time directors, officers, and
employees of the Distributor may serve as directors, Directors, officers
and employees of other entities (including other investment companies),
that such other entities may include the name of the Distributor as part
of their name and that the Distributor or its affiliates may enter into
distribution, administration, fund accounting, transfer agent or other
agreements with such other entities.
8.2 Distributor agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Corporation all
records relative to the Funds and prior, present or potential shareholders
of the Corporation (and clients of said 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 Corporation, which approval may not be
withheld where the Distributor may be exposed to civil or criminal
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, when subject to governmental
or regulatory audit or investigation, or when so requested by the
Corporation. Records and information which have become known to the public
through no wrongful act of the Distributor or any of its employees, agents
or representatives shall not be subject to this paragraph.
8.3 This Agreement shall be governed by Wisconsin law. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control, and nothing herein shall be construed in a
manner inconsistent with the 1940 Act or any rule or order of the
Commission thereunder. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
8.4 Any notice required or to be permitted to be given by
either party to the other shall be in writing and shall be deemed to have
been given when sent by registered or certified mail, postage prepaid,
return receipt requested, as follows: Notice to the Distributor shall be
sent to Sunstone Distribution Services, LLC, 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxx, XX, 00000, Attention: Xxxxxx X. Xxxxxxx, and notice
to the Corporation shall be sent to Xxxxxxx Funds, 0000 Xxxxx Xxxx Xxxxxx,
Xxxxxx, Xxxxxxxxx 00000, Attention: Xxxx X. Xxxxx.
8.5 This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original agreement
but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by a duly authorized officer as of the day and year first
above written.
XXXXXXX FUNDS, INC.
(the "Corporation")
By: ______________________________________
President
SUNSTONE DISTRIBUTION SERVICES, LLC
(the "Distributor")
By: ______________________________________
Xxxxxx X. Xxxxxxx
President
Schedule A
to the
Distribution Agreement
by and between
Xxxxxxx Funds, Inc.
and
Sunstone Distribution Services, LLC
Name of Funds
Xxxxxxx Large Cap Equity Fund
Xxxxxxx Small Cap Equity Fund
Xxxxxxx International Equity Fund
Xxxxxxx Intermediate Fixed Income Fund
