Exhibit (m)(iv) under Form N-1A
Exhibit 1 under Item 601/ Reg. S-K
THE RIVERFRONT FUNDS
DISTRIBUTOR'S CONTRACT
AGREEMENT made as of this 1st day of February, 1999, by and between The
Riverfront Funds (the "Trust"), an Ohio business trust, and Edgewood
Services, Inc. ("Edgewood"), a New York corporation.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. Effective February 1, 1999, the Trust hereby appoints Edgewood as its
principal underwriter and agent to sell and distribute shares of the
Trust which may be offered in one or more series (the "Funds")
consisting of one or more classes (the "Classes") of shares (the
"Shares"), as described and set forth on one or more exhibits to this
Agreement, at the current offering price thereof as described and set
forth in the current Prospectus(es) of the Trust. Edgewood hereby
accepts such appointment and agrees to provide such other services for
the Trust, if any, and accept such compensation from the Trust, if
any, as set forth in the applicable exhibits to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever
in the judgment of the Trust it is in its best interest to do so.
3. Neither Edgewood nor any other person is authorized by the Trust to
give any information or to make any representation relative to any
Shares other than those contained in the Registration Statement,
Prospectus(es), or Statement(s) of Additional Information ("SAI(s)")
filed with the Securities and Exchange Commission, as the same may be
amended from time to time, or in any supplemental information to said
Prospectus(es) or SAI(s) approved by the Trust. Edgewood agrees that
any other information or representations other than those specified
above which it or any dealer or other person who purchases Shares
through Edgewood may make in connection with the offer or sale of
Shares, shall be made entirely without liability on the part of the
Trust. No person or dealer, other than Edgewood, is authorized to act
as agent for the Trust for the purpose of offering and selling the
Shares. Edgewood agrees that in offering or selling Shares as agent of
the Trust, it will, in all respects, duly conform to all applicable
state and federal laws and regulations and the rules and regulations
of the National Association of Securities Dealers, Inc., including its
Conduct Rules (formerly called the Rules of Fair Practice). Edgewood
will submit to the Trust copies of all sales literature before using
the same and will not use such sales literature if disapproved by the
Trust.
4. This Agreement is effective with respect to each Fund and each Class,
as applicable, as of the effective date of the applicable exhibit and
shall continue in effect with respect to each such Fund or Class
presently set forth on an exhibit and any subsequent Funds or Classes
added pursuant to an exhibit during the initial term of this Agreement
for one year from the effective date set forth above, and thereafter
for successive periods of one year if such continuance is approved at
least annually by the Trustees of the Trust including a majority of
the members of the Board of Trustees of the Trust who are not
interested persons of the Trust and have no direct or indirect
financial interest in the operation of any Distribution Plan relating
to the Trust or in any related documents to such Plan ("Disinterested
Trustees") cast in person at a meeting called for that purpose. If a
Fund or Class is added after the first annual approval by the Trustees
as described above, this Agreement will be effective as to that Fund
or Class upon execution of the applicable exhibit and will continue in
effect until the next annual approval of this Agreement by the
Trustees and thereafter for successive periods of one year, subject to
approval as described above.
5. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Trustees or by a majority of the
outstanding voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to any other party to this
Agreement. This Agreement may be terminated with regard to a particular
Fund or Class by Edgewood upon sixty (60) days' written notice to the
Trust.
6. This Agreement may not be assigned by Edgewood and shall automatically
terminate in the event of an assignment by Edgewood as defined in the
Investment Company Act of 1940, as amended, provided, however, that
Edgewood may employ such other person, persons, corporation or
corporations as it shall determine in order to assist it in carrying out
its duties under this Agreement so long as Edgewood shall remain liable
for its obligations to the Trust hereunder.
7. Edgewood shall not be liable to the Trust for anything done or omitted
by it, except acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed by
this Agreement.
8. This Agreement may be amended at any time by mutual agreement in writing
of all the parties hereto, provided that such amendment is approved by
the Trustees of the Trust including a majority of the Disinterested
Trustees of the Trust cast in person at a meeting called for that
purpose.
9. This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless Edgewood and each person, if any, who
controls Edgewood within the meaning of Section 15 of the Securities
Act of 1933, as amended, and Section 20 of the Securities Exchange Act
of 1934, as amended, against any and all loss, liability, claim,
damage and expense whatsoever (including but not limited to any and
all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, any Prospectus(es) or SAI(s)
(as from time to time amended and supplemented) or the omission or
alleged omission therefrom of 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 written information furnished to the Trust about
Edgewood by or on behalf of Edgewood expressly for use in the
Registration Statement, any Prospectus(es) and SAI(s) or any amendment
or supplement thereof.
If any action is brought against Edgewood or any controlling
person thereof with respect to which indemnity may be sought
against the Trust pursuant to the foregoing paragraph, Edgewood
shall promptly notify the Trust in writing of the institution of
such action and the Trust shall assume the defense of such action,
including the employment of counsel selected by the Trust and
payment of expenses. Edgewood or any such controlling person
thereof shall have the right to employ separate counsel in any
such case, but the fees and expenses of such counsel shall be at
the expense of Edgewood or such controlling person unless the
employment of such counsel shall have been authorized in writing
by the Trust in connection with the defense of such action or the
Trust shall not have employed counsel to have charge of the
defense of such action, in any of which events such fees and
expenses shall be borne by the Trust. Anything in this paragraph
to the contrary notwithstanding, the Trust shall not be liable for
any settlement of any such claim or for any other action effected
without its written consent. The Trust agrees promptly to notify
Edgewood of the commencement of any litigation or proceedings
against the Trust or any of its officers or Trustees or
controlling persons in connection with the issue and sale of
Shares or in connection with the Registration Statement,
Prospectus(es), or SAI(s).
(b) Subject to the conditions set forth below, Edgewood agrees to
indemnify and hold harmless the Trust, each of its Trustees, each of
its officers who have signed the Registration Statement and each other
person, if any, who controls the Trust within the meaning of Section
15 of the Securities Act of 1933, as amended, and Section 20 of the
Securities Exchange Act of 1934, as amended, against any and all loss,
liability, claim, damage and expense whatsoever (including but not
limited to any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever) arising out of or
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any
Prospectus(es) or SAI(s) (as from time to time amended and
supplemented) or the omission or alleged omission therefrom of 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 written information
furnished to Edgewood about the Trust by or on behalf of the Trust
expressly for use in the Registration Statement, any Prospectus(es)
and SAI(s) or any amendment or supplement thereof.
If any action is brought against the Trust , any controlling
person thereof, or any other person so indemnified, with respect
to which indemnity may be sought against Edgewood pursuant to the
foregoing paragraph, the Trust shall promptly notify Edgewood in
writing of the institution of such action and Edgewood shall
assume the defense of such action, including the employment of
counsel selected by Edgewood and payment of expenses. The Trust,
any such controlling person thereof or any other person so
indemnified, shall have the right to employ separate counsel in
any such case, but the fees and expenses of such counsel shall be
at the expense of the Trust or such persons unless the employment
of such counsel shall have been authorized in writing by Edgewood
in connection with the defense of such action or Edgewood shall
not have employed counsel to have charge of the defense of such
action, in any of which events such fees and expenses shall be
borne by Edgewood. Anything in this paragraph to the contrary
notwithstanding, Edgewood shall not be liable for any settlement
of any such claim or for any other action effected without its
written consent. Edgewood agrees promptly to notify the Trust of
the commencement of any litigation or proceedings against Edgewood
or any of its controlling persons in connection with the issue and
sale of Shares or in connection with the Registration Statement,
Prospectus(es), or SAI(s).
(c) Nothing herein contained shall be deemed to protect any person
against liability to the Trust or its shareholders to which such
person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
the duties of such person or by reason of the reckless disregard
by such person of the obligations and duties of such person under
this Agreement.
(d) Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940, as amended, for
Trustees, officers, Edgewood and controlling persons of the Trust by
the Trust pursuant to this Agreement, the Trust is aware of the
position of the Securities and Exchange Commission as set forth in the
Investment Company Act Release No. IC-11330. Therefore, the Trust
undertakes that, in addition to complying with the applicable
provisions of this Agreement, in the absence of a final decision on
the merits by a court or other body before which the proceeding was
brought, an indemnification payment will not be made unless in the
absence of such a decision, a reasonable determination based upon
factual review has been made (i) by a majority vote of a quorum of
non-party Disinterested Trustees, or (ii) by independent legal counsel
in a written opinion that the indemnitee was not liable for an act of
willful misfeasance, bad faith, gross negligence or reckless disregard
of duties. The Trust further undertakes that advancement of expenses
incurred in the defense of a proceeding (upon undertaking for
repayment unless it is ultimately determined that indemnification is
appropriate) against an officer, Trustee, Edgewood or controlling
person of the Trust will not be made absent the fulfillment of at
least one of the following conditions: (i) the indemnitee provides
security for his undertaking; (ii) the Trust is insured against losses
arising by reason of any lawful advances; or (iii) a majority vote of
a quorum of non-party Disinterested Trustees, or independent legal
counsel in a written opinion, makes a factual determination that there
is reason to believe the indemnitee will be entitled to
indemnification.
11. If at any time the Shares of any Fund are offered in two or more
Classes, Edgewood agrees, as necessary, to assist in adopting a written
plan pursuant to Rule 18f-3 under the Investment Company Act of 1940.
12. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
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Exhibit A
to the
Distributor's Contract
THE RIVERFRONT FUNDS
THE RIVERFRONT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND
Investor A Shares
THE RIVERFRONT U.S. GOVERNMENT INCOME FUND
Investor A Shares
Investor B Shares
THE RIVERFRONT INCOME EQUITY FUND
Investor A Shares
Investor B Shares
THE RIVERFRONT SMALL COMPANY SELECT FUND
Investor A Shares
Investor B Shares
THE RIVERFRONT LARGE COMPANY SELECT FUND
Investor A Shares
Investor B Shares
THE RIVERFRONT BALANCED FUND
Investor A Shares
Investor B Shares
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated February 1, 1999 between The Riverfront Funds and
Edgewood Services, Inc. ("Edgewood") with respect to the Classes of shares set
forth above.
1. Effective February 1, 1999, the Trust hereby appoints Edgewood as its
principal underwriter to engage in activities principally intended to
result in the sale of shares of the above-listed Classes ("Shares").
Pursuant to this appointment, Edgewood is authorized to select a group of
financial institutions ("Financial Institutions") to sell Shares at the
current offering price thereof as described and set forth in the
respective prospectuses of the Trust. In connection with the foregoing
activities, Edgewood represents and warrants to the Trust that: (i)
Edgewood is registered as a broker dealer under the Securities Exchange
Act of 1934, as amended ("1934 Act"), and under the securities laws of
each state where such registration is necessary or appropriate ("State
Broker-Dealer Laws") and is a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD"); and (ii) in connection
with its activities under the Distributor's Contract, Edgewood will comply
with all applicable provisions of the 1934 Act and the State Broker-Dealer
Laws, including the rules and regulations thereunder, and with applicable
Conduct Rules of the NASD.
2. During the term of this Agreement, the Trust will pay Edgewood under, and
in accordance with, the Trust's Investor A Distribution and Shareholder
Service Plan and the Trust's Investor B Distribution and Shareholder
Service Plan (together, the "12b-1 Plans") for services contemplated by
the 12b-1 Plans, a monthly fee computed at the annual rate of .25% of the
average daily net asset value of the Investor A Shares and 1.00% of the
average daily net asset value of the Investor B Shares held during the
month. For the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on
the basis of the number of days that the Agreement is in effect during the
month.
3. Edgewood may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Class' expenses
exceed such lower expense limitation as Edgewood may, by notice to the
Trust, voluntarily declare to be effective.
4. Subject to compliance with applicable provisions of Rule 12b-1 under the
Investment Company Act of 1940, as amended ("Rule 12b-1") and the 12b-1
Plans, Edgewood will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1 herein.
Edgewood, in its sole discretion, may pay Financial Institutions a
periodic fee in respect of Shares owned from time to time by their clients
or customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by Edgewood in its
sole discretion.
5. In accordance with the requirements of Rule 12b-1 and the 12b-1 Plans,
Edgewood will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid
to Financial Institutions and the purpose for such expenditures.
6. Edgewood or its affiliate will review and file all sales literature
(advertisements, brochures and shareholder communications) for the Trust
in accordance with rules and regulations of the NASD.
7. The Trust is a business trust organized under Chapter 1746, Ohio Revised
Code, and under a Declaration of Trust, to which reference is hereby made
and a copy of which is on file at the office of the Secretary of State of
Ohio as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of "The Riverfront Funds" entered into in
the name or on behalf thereof by any of its Trustees, officers, employees
or agents are made not individually, but in such capacities and are not
binding upon any of the Trustees, officers, employees, agents or
shareholders of the Trust personally, but bind only the assets of the
Trust, as set forth in Section 1746.13(A), Ohio Revised Code (or any
successor provision or statute), and all persons dealing with any of the
Funds or the Trust must look solely to the assets of the Trust belonging to
such Fund for the enforcement of any claims against the Trust.
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In consideration of the mutual covenants set forth in the Distributor's
Contract dated as of February 1, 1999 between The Riverfront Funds and Edgewood
Services, Inc., The Riverfront Funds executes and delivers this Exhibit on
behalf of the Funds, and with respect to the Classes thereof, first set forth in
this Exhibit.
Witness the due execution hereof as of the 1st day of February, 1999.
THE RIVERFRONT FUNDS
By: /S/ XXXXXXX X. XXXXXXXX
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
EDGEWOOD SERVICES, INC.
By: /S/ XXXXXX X. XXXX
Name: Xxxxxx X. Xxxx
Title: Secretary
