EXHIBIT (e)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this _____ day of ___________, 2002, by
and between Choice Funds, a Delaware business trust (the "Trust"), and
CIM Securities, LLC, a Colorado limited liability company (the
"Distributor").
WHEREAS, the Trust is an open-end investment company registered
under the Investment Company Act of 1940 (the "1940 Act") and is
authorized to issue shares of beneficial interest (the "Shares") in
separate series with each such series 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 (the "1934 Act"), and is a member of the
National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the Trust and Distributor desire to enter into an agreement
pursuant to which the Distributor shall be the distributor of the Shares
of the Trust representing the investment portfolios listed on Schedule A
hereto and any additional investment portfolios the Trust and the
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:
I. APPOINTMENT OF THE DISTRIBUTOR
The Trust hereby appoints the Distributor as agent for the
distribution of the Shares, on the terms and for the period set
forth in this Agreement. The 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.
II. SERVICES AND DUTIES OF THE DISTRIBUTOR
A. The Distributor will act as agent for the distribution of
Shares in accordance with the instructions of the Trust's Board
of Trustees and the registration statement and prospectuses
then in effect with respect to the Funds under the Securities
Act of 1933 (the "1933 Act").
B. The Distributor may incur expenses for appropriate distribution
activities that it deems reasonable that 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, provided that the Fund
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approves any such activity. With the Fund's approval, the
Distributor may enter into servicing and selling agreements
with qualified broker-dealers and other persons with respect to
the offering of Shares to the public, and if it so chooses, the
Distributor will act only on its own behalf as principal. The
Distributor shall not be obligated to incur any specific
expenses or sell any certain number of Shares of any Fund.
C. All Shares of the Funds offered for sale by the 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 that 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 their
Shares to the public or otherwise.
D. If any shares sold by the Funds are redeemed or repurchased by
the Funds, or by the Distributor as agent, or are tendered for
redemption, within seven (7) business days after the date of
confirmation of the original purchase of said Shares, the
Distributor shall forfeit the amount above the net asset value
received by the Distributor with respect of such Shares,
provided that the portion, if any, of such amount re-allowed,
by the Distributor to broker-dealers or other persons shall be
repayable to the Funds only to the extent recovered by the
Distributor from the broker-dealer or other person concerned.
The 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 the Distributor as agent (or
tendered for redemption) within seven (7) business days after
the date of confirmation of such initial purchases.
E. The 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 "SEC") and the
NASD.
F. The Distributor shall not utilize any materials in connection
with the sales or offering of Shares except the Trust's
prospectus and statement of additional information and such
other materials as the Trust shall provide or approve. The
Distributor agrees to provide compliance review of all sales
literature and marketing materials prepared for use by or on
behalf of the Funds in advance of the use of such materials.
The Distributor will file the materials as may be required with
the NASD, SEC or state securities administrators. Each party
agrees and represents that it will not use or
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authorize the use of any advertising or sales materials unless
and until such materials have been approved and authorized for
use by the other party hereto.
G. For its services hereunder, the Distributor shall receive the
fees and be reimbursed the expenses provided in Schedule B
hereto.
III. DUTIES AND REPRESENTATIONS OF THE TRUST
A. The Trust 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 Declaration
of Trust, By-Laws, its registration statement as may be amended
from time to time and resolutions and other instructions of its
Board of Trustees 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.
B. The Trust 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 maintaining facilities for the issue and
transfer of Shares and for supplying information, prices and
other data to be furnished by the Trust hereunder.
C. The Trust shall execute any and all documents and furnish any
and all information and otherwise take all actions that may be
reasonably necessary in the discretion of the Trust's officers
in connection with the sale of the Shares in such states as
Distributor and the Trust may approve, shall pay all expenses
that may be incurred in connection therewith.
D. The Trust shall, at its expense, keep the Distributor fully
informed with regard to its affairs. In addition, the Trust
shall furnish to the Distributor from time to time such
information, documents and reports with respect to the Trust
and the Shares as the Distributor may reasonably request, and
the Trust warrants that the statements contained in any such
information shall be true and correct and fairly represent what
they purport to represent.
E. The Trust represents to the Distributor that all registration
statements and prospectuses of the Trust filed or to be filed
with the SEC 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 SEC 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 SEC with respect to any of the Shares
and any amendments and supplements thereto that at any time
shall have been or will be filed with said SEC. The Trust
represents and warrants to the Distributor
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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
SEC; 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
Trust agrees to file 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 that omission would make the statements therein
misleading. The Trust shall promptly notify the Distributor of
any advice given to it by counsel to the Trust regarding the
necessity or advisability of amending or supplementing the
registration statement.
F. The Trust shall not file any amendment to the registration
statement or supplement to any prospectus without giving the
Distributor reasonable notice thereof in advance and if the
Distributor declines to assent to such amendment (after a
reasonable time), the Trust may terminate this Agreement
forthwith by written notice to the Distributor without payment
of any penalty. If the Trust shall not propose an amendment or
amendments or supplement or supplements promptly after receipt
by the Trust of a written request in good faith from the
Distributor to do so, the Distributor may, at its option,
immediately terminate this Agreement. In addition, if, at any
time during the term of this Agreement, the Distributor asks
the Trust to make any change in its governing instruments or in
its methods of doing business that are necessary in order to
comply with any requirement of applicable law or regulation,
and the Trust fails (after a reasonable time) to make any such
change as requested, the Distributor may terminate this
Agreement forthwith by written notice to the Trust without
payment of any penalty. Nothing contained in this Agreement
shall in any way limit the Trust's right to file at any time
any amendments to any registration statement or supplements to
any prospectus, of whatever character, as the Trust may deem
advisable, such right being in all respects absolute and
unconditional.
G. Whenever in their judgment such action is warranted by market,
economic or political conditions or by circumstances of any
kind, the Trust'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 Trust shall advise Distributor promptly of such
determination.
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H. The Trust agrees to advise the Distributor promptly in writing:
1. of any correspondence or other communication by the SEC or
its staff relating to the Funds including requests by the
SEC for amendments to the registration statement or
prospectuses;
2. in the event of the issuance by the SEC 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;
3. of the happening of any event that makes untrue any
statement of a material fact made in the registration
statement or prospectuses or that requires the making of a
change in such registration statement or prospectuses in
order to make the statements therein not misleading; and
4. of all actions taken by the SEC with respect to any
amendments to any registration statement or prospectus
that may from time to time be filed with the SEC.
IV. INDEMNIFICATION
A. 1. The Trust authorizes the Distributor to use any prospectus
or statement of additional information, in the form
furnished to Distributor from time to time, in connection
with the sale of Shares. The Trust shall indemnify, defend
and hold the Distributor, and each of its present or
former directors, members, 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) that the 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,
(a) 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 Trust's obligation to indemnify the
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
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the Distributor and furnished to the Trust or its counsel
by the Distributor for the purpose of, and used in, the
preparation thereof; or (b) in connection with this
Agreement or arising out of or based on the Distributor's
or any of the foregoing indemnitee's performance
hereunder, except to the extent any such losses result
from 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. The Trust'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 Trust being
notified of such action brought against the 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 Trust's Chairman, but the failure so to
notify the Trust of any such action shall not relieve the
Trust from any liability that the Trust 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
Trust's indemnity agreement contained in this Section
IV.A.
2. The Trust 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
Trust elects to assume the defense, such defense shall be
conducted by counsel chosen by the Trust and approved by
the Distributor, which approval shall not be unreasonably
withheld. In the event the Trust 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 Trust 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 Trust, the Trust 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 Distributor and them. The Trust's
agreement for indemnity contained in this Section IV.A.
and the Trust's representations and warranties in this
Agreement shall remain operative and in full force and
effect regardless of any investigation made by or on
behalf of 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, members, officers, employees
or representatives or to the benefit of any controlling
persons and their successors and estates. The Trust agrees
promptly to notify the Distributor of the commencement of
any litigation or proceedings against the Trust or any of
its officers or trustees in connection with the issue and
sale of any of the Shares.
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3. The Trust acknowledges and agrees that in the event the
Distributor, at the request of the Trust, is required to
give indemnification comparable to that set forth in this
Section IV.A. to any entity selling Shares or providing
shareholder services to shareholders or others and such
entity shall make a claim for indemnification against the
Distributor, the Distributor shall make a similar claim
for indemnification against the Trust and shall be
entitled to such indemnification.
B. 1. The Distributor shall indemnify, defend and hold the
Trust, and each of its present or former trustees,
officers, employees, representatives, and any person who
controls or previously controlled the Trust 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) that the Trust, and
each of its present or former trustees, 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,
a. arising out of or based upon any untrue, or alleged
untrue, statement of a material fact contained in the
Trust'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 Trust or its counsel
by the Distributor for the purpose of, and used in,
the preparation thereof; or
b. as a result of Distributor's failure to comply with
the Terms of this Agreement, except to the extent and
such losses result from the Trust'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.
The Distributor's Agreement to indemnify the Trust, and
any of the foregoing indemnitees, is expressly conditioned
upon the Distributor's being notified of any action
brought against the Trust, and any of the foregoing
indemnitees, such notification to be given by letter or
telegram addressed to the Distributor's Manager, 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 Trust or such person, but
the failure so to notify the Distributor of any such
action shall not relieve the Distributor of any liability
that the Distributor may have to the person against whom
such action is brought by
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reason of any such untrue, or alleged untrue, statement or
omission, otherwise than on account of the Distributor's
indemnity agreement contained in this Section IV.B.1.
2. 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 Trust, 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 Trust 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 Trust
and them. The Distributor's agreement of indemnity
contained in this Section IV.B 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 Trust,
and each of its present or former trustees, 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 Trust's benefit, to the
benefit of each of its present or former trustees,
officers, employees or representatives or to the benefit
of any controlling persons and their successors. The
Distributor agrees promptly to notify the Trust 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.
V. OFFERING OF SHARES
No Shares shall be offered by either the Distributor or the Trust
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
Trust if and so long as the effectiveness of the registration
statement then in effect or any necessary amendments thereto shall
be suspended under any of the provisions of the 1933 Act, or if and
so long as the current prospectus as required by Section 10 of the
1933 Act is not on file with the SEC; provided, however, that
nothing contained in this Section V. shall in any way restrict or
have an application to or bearing upon the Trust's obligation to
repurchase Shares from any shareholder in accordance with the
provisions of the prospectus or Declaration of Trust.
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VI. LIMITATION OF LIABILITY
A. The Distributor shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust in
connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from the
Distributor's willful misfeasance, bad faith or gross
negligence in the performance of such duties and obligations,
or by reason of its reckless disregard thereof. Furthermore,
the Distributor shall not be liable for any action taken or
omitted to be taken in good faith in accordance with
instructions received by the Distributor from an officer or
representative of the Trust.
B. The Distributor assumes no responsibility hereunder, and shall
not be liable, for any damage, loss of data, errors, delay or
any other loss whatsoever caused by events beyond its
reasonable control. The Distributor will, however, take all
reasonable steps to minimize service interruptions for any
period that such interruption continues beyond its control. At
the request of the Trust, the Distributor will provide to the
Trust a copy of the Distributor's current disaster recovery
plan, or, at the discretion of the Distributor, a summary
thereof.
VII. TERM
A. 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 _____________, 20__. 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
1. the Trust's Board of Trustees or
2. 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 a majority of the Trust's Board of Trustees 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.
B. 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
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3. on no less than thirty (30) days' written notice, by the
Trust's Board of Trustees, 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 Trustees who are not
interested persons of the Trust (as defined in the 0000 Xxx)
and have no direct or indirect financial interest 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 Trust. This Agreement will also terminate
automatically in the event of its assignment (as defined in the
1940 Act).
VIII. MISCELLANEOUS
A. 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 Trust recognizes that, from time to
time, directors, officers and employees of the Distributor may
serve as directors, trustees, 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.
B. The Distributor agrees on behalf of itself and its
employees to treat confidentially and as proprietary
information of the Trust all records relative to the Funds
and prior, present or potential shareholders of the Trust
(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 Trust, 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 Trust. Records
and information that 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 section.
C. This Agreement shall be governed by Colorado law. To the extent
that the applicable laws of the State of Colorado, 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 SEC thereunder. Any provision of
this Agreement that 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
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unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
D. 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 CIM Securities, LLC, 0000
XXX Xxxxxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx, 00000,
Attention: Xxxx Xxxxx; and notice to the Trust shall be sent
to Choice Funds, 0000 XXX Xxxxxxxxx, Xxxxx 0000, Xxxxxxxxx,
Xxxxxxxx, 00000, Attention: Xxxxxxx X. Xxxxx.
E. This Agreement is executed by the Trust with respect to each of
the Funds and the obligations hereunder are not binding upon
any of the trustees, officers or shareholders of the Trust
individually but are binding only upon the Fund to which such
obligations pertain and the assets and property of such Fund.
All obligations of the Trust under this Agreement shall apply
only on a Fund-by-Fund basis, and the assets of one Fund shall
not be liable for the obligations of another Fund. The Fund's
Declaration of Trust is on file with the Secretary of State of
Delaware.
F. 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.
CHOICE FUNDS
(the "Trust")
By:__________________________________
Xxxxxxx X. Xxxxx
President
CIM SECURITIES, LLC
(the "Distributor")
By: _________________________________
Xxxx Xxxxx
Principal
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