1
EXHIBIT (6)(b)
2
DEALER AGREEMENT
DEALER AGREEMENT made as of the 29th day of December, 1998, by and
between BISYS Fund Services Limited Partnership d/b/a/ BISYS Fund Services, an
Ohio limited partnership (the "Distributor"), and Provident Securities &
Investment Company, an Ohio corporation, (the "Broker-Dealer").
WHEREAS, the Distributor serves as the Distributor of The Riverfront
Funds (the "Trust"), an Ohio business trust which has filed a Registration
Statement under the Investment Company Act of 1940, as amended (the "1940 Act")
and the Securities Act of 1933 (the "Securities Act", and, together with the
1940 Act, the "Acts");
WHEREAS, the Trust is comprised of several separate investment
portfolios (individually, a "Fund"; collectively, the "Funds"), each of which is
segregated by class;
WHEREAS, the holders of Investor A shares ("Investor A Shares") of each
Fund that is identified in Exhibit A attached hereto, which Exhibit may be
amended by the parties hereto from time to time, have adopted an Investor A
Distribution and Shareholder Services Plan (the "Investor A Plan") pursuant to
Rule 12b-1 under the 1940 Act, attached hereto as Exhibit B;
WHEREAS, the holders of Investor B shares ("Investor B Shares" and,
together with Investor A Shares, "Shares") of each Fund that is identified in
Exhibit C attached hereto, which Exhibit may be amended by the parties hereto
from time to time, have adopted an Investor B Distribution and Shareholder
Services Plan (the "Investor B Plan" and, together with the Investor A Plan, the
"Plans") pursuant to Rule 12b-1 under the 1940 Act, attached hereto as Exhibit
D;
WHEREAS, the Plans authorize the Distributor to enter into agreements
with third parties to implement the Plans;
WHEREAS, it is intended that the Broker-Dealer act as agent for its
customers in connection with purchase and sale transactions involving the Funds;
and
WHEREAS, it is intended that the Broker-Dealer provide distribution and
shareholder support services to customers who may, from time to time,
beneficially own a Fund's shares pursuant to the Plans.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE
1.1 Reference is hereby made to the prospectuses (individually a
"Prospectus," collectively the "Prospectuses") for Investor A and
Investor B Shares of each Fund as from time to time are effective under
the Securities Act. Terms defined therein and not otherwise defined
herein are used herein with the meaning so defined.
1.2 For purposes of determining the compensation and fees payable under
Sections 3 and 4, the average daily net asset value of a Fund's Shares
will be computed in the manner specified in the Trust's registration
statement filed under the Acts (as the same is in
2
3
effect from time to time) in connection with the computation of the net
asset value of such Fund's Shares for purposes of purchases and
redemptions.
2. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 The Distributor represents, warrants and covenants that it is and will
be at all times relevant to this Agreement a member in good standing of
the National Association of Securities Dealers, Inc. (the "NASD"), and
the Broker-Dealer represents, warrants and covenants that it is and
will be at all times relevant to this Agreement a broker-dealer
properly registered and qualified under the all applicable federal,
state and local laws to engage in the business and transactions
described in this Agreement. Each party agrees to comply with the
requirements of all applicable laws, including federal and state
securities laws, the rules and regulations of the SEC, the Rules of
Fair Practice of the NASD, and the rules and regulations issued by
applicable federal bank regulatory agencies. The Broker-Dealer agrees
that it will not make Shares available for purchase to persons in any
jurisdiction in which such Shares may not be lawfully sold. The
Broker-Dealer further agrees that it will maintain all records required
by applicable law or otherwise reasonably requested by the Distributor
in relation to Fund transactions that it has executed.
2.2 By written acceptance of this Agreement, the Broker-Dealer further
represents, warrants and agrees that it possesses the legal authority
to perform the services contemplated by this Agreement without
violation of applicable Federal banking laws (including the
GlassSteagall Act) and regulations.
3. PURCHASE AUTHORIZATION; ORDER EXECUTION; OFFERING PRICE; BROKER-DEALER
COMMISSIONS
3.1 In all sales of Shares to customers ("Customers"), the Broker-Dealer
shall act as agent for its Customers or as principal for its own bona
fide investment. In no transaction shall the Broker-Dealer act as the
Distributor's agent or as agent for any Fund or the Funds' transfer
agent. As agent for its Customers, the Broker-Dealer is hereby
authorized to: (i) place orders directly with the Trust for the
purchase of Shares and (ii) tender Shares to the Trust for redemption,
in each case subject to the terms and conditions set forth in the
Prospectus and the operating procedures and policies established by the
Distributor. The minimum and maximum dollar purchase of Shares shall be
the applicable minimum and maximum amounts set forth in the Prospectus,
and no order for less than such minimum amount or more than such
maximum amount shall be accepted by the Broker-Dealer. The procedures
relating to the handling of orders will be subject to instructions
which the Distributor shall forward to the Broker-Dealer from time to
time.
3.2 All orders are subject to acceptance by the Distributor in its sole
discretion. No person is authorized to make any representations
concerning the Distributor, the Trust, or a Fund's Shares except such
representations contained in the relevant then-current Prospectuses and
Statement of Additional Information and in such printed information as
the Trust or the Distributor may subsequently prepare. The
Broker-Dealer is specifically authorized to distribute the Prospectuses
and Statement of Additional Information and sales material received by
it from the Distributor. No person is authorized to distribute any
other sales material relating to a Fund without prior approval of the
Distributor. The
3
4
Broker-Dealer agrees to deliver, upon the request of the Distributor,
copies of any relevant amended Prospectus and Statement of Additional
Information to Shareholders of a Fund to whom Shares have been sold.
3.3 The Broker-Dealer shall not withhold placing Customers' orders for any
Shares so as to profit itself as a result of such withholding. The
Distributor shall not purchase any Shares from the Funds except for the
purpose of covering purchase orders already received, and the
Broker-Dealer shall not purchase any Shares from the Distributor except
for the purpose of covering purchase orders already received.
3.4 If any Shares purchased by the Broker-Dealer are repurchased by the
Funds or by the Distributor for the account of the Funds, or are
tendered for redemption within three (3) business days after
confirmation by the Distributor of the original purchase order for such
Shares, the Broker-Dealer agrees forthwith to refund to the
Distributor, or its financing agent, the full commission paid to the
Broker-Dealer, if any, on the original sale. Notice will be given to
the Broker-Dealer of any such repurchase or redemption within ten (10)
days of the date upon which the repurchase or redemption is requested.
3.5 Neither party of this Agreement shall, as agent, purchase any Shares
from a Customer at a price lower than the net asset value next computed
by or for the issuer thereof.
3.6 The Distributor will furnish the Broker-Dealer, upon request, with
offering prices for Investor A Shares and Investor B Shares in
accordance with the then-current Prospectuses of the Funds, and the
Broker-Dealer agrees to quote such prices subject to the confirmation
by the Distributor on any Shares offered to the Broker-Dealer for sale.
In the case of Investor A Shares, the public offering price equals the
net asset value per Share plus a sales charge, if applicable. For those
Investor A Shares that are sold subject to such a sales charge, the
Broker-Dealer shall receive a discount from the public offering price
as outlined in the current Prospectuses. The Distributor reserves the
right to waive such sales charges. In the case of Investor B Shares,
the public offering price equals the net asset value per Share;
provided, however that purchases of Investor B Shares may be subject to
a contingent deferred sales charge ("CDSC") as outlined in the current
Prospectuses. The Broker-Dealer shall be entitled to receive from the
Distributor all CDSC payments that are payable in accordance with the
terms and conditions of the then-current Prospectus for Investor B
Shares of each Fund. Such CDSC shall be calculated in the manner
disclosed in each Prospectus for the Investor B Shares so redeemed. The
Distributor reserves the right to waive CDSCs. The Broker-Dealer
acknowledges the fact that each price is always subject to
confirmation, and will be the price next computed after receipt of an
order that is in good form. The Broker-Dealer acknowledges that it is
the Broker-Dealer's responsibility to transmit purchase orders promptly
to the Trust. The Broker-Dealer further acknowledges that any failure
to properly transmit such orders to the Trust that causes a Customer to
be disadvantaged, based upon the pricing requirements of Rule 22c-1
under the 1940 Act, shall be the responsibility of the Broker-Dealer
and shall not be the responsibility of the Distributor. The Distributor
reserves the right to cancel this Agreement at any time without notice
if any Shares shall be offered for sale by the Broker-Dealer at less
than the then-current offering price determined by or for any Fund.
3.7 The Broker-Dealer and its employees will, upon request, be available
during normal business hours to consult with the Distributor or its
designees concerning the performance
4
5
of the Broker-Dealer's responsibilities under this Agreement. Any
person authorized to direct the disposition of monies paid or payable
by the Distributor pursuant to this Agreement will provide to the
Distributor a quarterly written report of the amounts so expended and
the purposes for which such expenditures were made. In addition, the
Broker-Dealer will furnish to the Distributor, the Trust or their
designees such information as the Distributor, the Trust or their
designees may reasonably request (including, without limitation,
periodic certifications confirming the provision to Customers of the
services described herein), and will otherwise cooperate with the
Distributor, the Trust and their designees (including, without
limitation, any auditors designated by the Trust), in the preparation
of reports to the Trust's Board of Trustees concerning this Agreement
and the monies paid or payable by the Distributor pursuant hereto, as
well as any other reports or filings that may be required by law.
4. SHAREHOLDER SUPPORT SERVICES; DISTRIBUTION ASSISTANCE; FEE
4.1 The Broker-Dealer shall provide such shareholder support services that
the Distributor may reasonably request to the extent the Broker-Dealer
is permitted to do so under applicable statutes, rules and regulations.
Such shareholder support services shall include, but not be limited to,
the following: (i) providing information to Customers about their
investment; (ii) processing dividend and distribution payments from a
Fund on behalf of Customers; (iii) providing information periodically
to Customers showing their positions in a Fund's Shares; (iv) arranging
for bank wire transfers of funds to or from a Customer's account; (v)
responding to inquiries from Customers relating to the services
performed by the Broker-Dealer under this Agreement; (vi) providing
subaccounting with respect to a Fund's Shares beneficially owned by
Customers or the information to the Trust necessary for subaccounting;
(vii) if required by law, forwarding shareholder communications from
the Trust (such as proxies, Shareholder reports, annual and semi-annual
financial statements, and dividend, distribution, and tax notices) to
Customers; and (viii) forwarding to Customers proxy statements and
proxies containing any proposals regarding this Agreement or a Fund's
Plan.
4.2 With respect to Investor B Shares, the Broker-Dealer shall also provide
such distribution services that the Distributor may reasonably request
to the extent the Broker-Dealer is permitted to do so under applicable
statutes, rules and regulations. Such distribution services shall
include, but not be limited to, the following: (i) promoting the
purchase of Shares by Customers; (ii) processing purchase, exchange and
redemption requests from Customers and placing orders with the Trust,
(iii) responding to inquiries from Customers concerning their
investment in Fund Shares; (iv) engaging in advertising with respect to
a Fund's Shares; (v) distributing Prospectuses for the Funds; and (vi)
distributing Fund reports and sales literature.
4.3 In consideration of the services and facilities provided by the
Broker-Dealer hereunder, the Distributor will pay to the Broker-Dealer
a fee calculated at the applicable annual rate set forth in Exhibit E
attached hereto with respect to the average daily net asset value of
each Fund's Investor A Shares and Investor B Shares which are owned of
record by the Broker-Dealer as nominee for Customers or which are owned
by Customers whose records, as maintained by such Fund or its agent,
designate the Broker-Dealer as the Customer's dealer of record, which
fee will be computed daily and paid monthly. The fee will not be paid
to the Broker-Dealer with respect to (i) Shares of a Fund sold by it
and redeemed or repurchased by the Trust or the Distributor within
seven business days
5
6
of receipt of confirmation of such sale, or (ii) a Customer if the
amount of such fee on an annual basis with respect to such Customer
shall be less than $1.00.
5. EXCULPATION; INDEMNIFICATION
5.1 The Distributor shall not be liable to the Broker-Dealer and the
Broker-Dealer shall not be liable to the Distributor except for acts
or failures to act which constitute lack of good faith or gross
negligence and for obligations expressly assumed by either party
hereunder. Nothing contained in this Agreement is intended to operate
as a waiver by the Distributor or by the Broker-Dealer of compliance
with any provisions of the Securities Act, the Securities Exchange Act
of 1934, the 1940 Act, the rules and regulations promulgated by the
SEC, the NASD or any state securities administrator, or the applicable
rules and regulations promulgated by federal banking agencies.
5.2 The Broker-Dealer will indemnify the Distributor and hold it harmless
from any claims or assertions relating to the lawfulness of the
Broker-Dealer's participation in this Agreement and the transactions
contemplated hereby or relating to any activities of any persons or
entities affiliated with the Broker-Dealer which are performed in
connection with the discharge of the Broker-Dealer's responsibilities
under this Agreement. If such claims are asserted, the Distributor
shall have the right to manage its own defense, including the selection
and engagement of legal counsel and all costs of such defense shall be
born by the Broker-Dealer. In addition, the Broker-Dealer agrees to
indemnify and hold the Distributor harmless from any claims or
assertions relating to the lawfulness of the Broker-Dealer's
participation in this Agreement under the Xxxxx-Xxxxxxxx Act. At this
time, the Broker-Dealer and the Distributor are not otherwise aware of
any violations under the Xxxxx-Xxxxxxxx Act pursuant to this Agreement.
5.3 The Distributor will indemnify the Broker-Dealer and will hold the
Broker-Dealer harmless from any claims or assertions relating to the
lawfulness of the Distributor's participation in this Agreement and the
transactions contemplated hereby or relating to any activities or any
persons or entities affiliated with the Distributor which are performed
in connection with the discharge of the Distributor's responsibilities
under this Agreement. If any such claims are asserted, the
Broker-Dealer shall have the right to manage its own defense, including
the selection and engagement of legal counsel, and all costs of such
defense shall be born by the Distributor.
6. GENERAL
6.1 This Agreement will become effective with respect to each Fund on the
date indicated on the first page of this Agreement. Unless sooner
terminated with respect to any Fund, this Agreement may also be
terminated at any time without penalty by the vote of a majority of the
members of the Board of Trustees of the Trust who are not "interested
persons" (as such term is defined in the 0000 Xxx) and who have no
direct or indirect interest in the Plans relating to such Fund or any
agreement relating to such Plans, including this Agreement, or (with
respect to a Fund) by a vote of the majority of the outstanding voting
securities of the Fund (as such term is defined in the Statement of
Additional Information), cast in person at a meeting called for the
purpose of voting on such approval, on sixty (60) days' written notice.
6
7
6.2 This Agreement will automatically terminate in the event of its
assignment. This Agreement may also be terminated by the Distributor or
by the Broker-Dealer, without penalty, upon sixty (60) days' prior
written notice to the other party.
6.3 All communications to the Distributor and the Broker-Dealer shall be
sent to the addresses set forth in this Agreement or to such other
addresses that may be designated in writing.
6.4 This Agreement supersedes any other Agreement between the Distributor
and the BrokerDealer with respect to the offer and sale of Investor A
Shares and Investor B Shares of the Trust and relating to any other
matters discussed herein. All covenants, agreements, representations
and warranties made herein shall be deemed to have been material and
relied on by each party, notwithstanding any investigation by either
party, and shall survive the execution and delivery of this Agreement.
The invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of any other term or
provision hereof. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning
hereof. This Agreement may be executed in any number of counterparts
which together shall constitute one instrument and shall be governed by
and construed in accordance with the laws (other than the conflict of
laws rules) of the State of Ohio and shall bind and inure to the
benefit of the parties hereto and their respective successors and
assigns.
6.5 This Agreement is a Related Agreement under the Plans.
6.6 All communications to the Distributor and the Broker-Dealer shall be
sent to the following addresses:
BISYS Fund Services, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Provident Securities & Investment Company
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: President
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc., General Partner
----------------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
PROVIDENT SECURITIES & INVESTMENT COMPANY
----------------------------------------------
By:
Title
7
8
Dated: December 29, 1998
-----------------
EXHIBIT A
---------
THE RIVERFRONT FUNDS
Investor A Shares
1. The Riverfront U.S. Government Securities Money Market Fund
2. The Riverfront U.S. Government Income Fund
3. The Riverfront Balanced Fund
4. The Riverfront Income Equity Fund
5. The Riverfront Large Company Select Fund
6. The Riverfront Small Company Select Fund
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc., General Partner
----------------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
PROVIDENT SECURITIES & INVESTMENT COMPANY
----------------------------------------------
By:
Title
8
9
EXHIBIT B
Investor A Distribution
-----------------------
and Shareholder Services Plan
-----------------------------
9
10
Dated: December 29, 1998
-----------------
EXHIBIT C
---------
THE RIVERFRONT FUNDS
Investor B Shares
1. The Riverfront U.S. Government Income Fund
2. The Riverfront Balanced Fund
3. The Riverfront Income Equity Fund
4. The Riverfront Large Company Select Fund
5. The Riverfront Small Company Select Fund
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc., General Partner
----------------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
PROVIDENT SECURITIES & INVESTMENT COMPANY
----------------------------------------------
By:
Title
10
11
EXHIBIT D
---------
Investor B Distribution
-----------------------
and Shareholder Services Plan
-----------------------------
11
12
Dated: December 29, 1998
-----------------
EXHIBIT E
---------
Compensation for Distribution
-----------------------------
and Shareholder Support Services
--------------------------------
Investor A Shares Annual rate of up to twenty five
one-hundredths of one percent (.25%) of the
average daily net assets of each Fund's
Shares held of record by the Broker-Dealer
on behalf of Customers.
Investor B Shares Annual rate of up to one percent (1.00%) of
the average daily net assets of each Fund's
Shares held of record by the Broker-Dealer
on behalf of Customers. Such compensation
shall not exceed seventy five one-hundredths
of one percent (.75%) of such average daily
net assets in the case of distribution fees,
and shall not exceed twenty five
one-hundredths of one percent (.25%) of such
average daily net assets, in the case of
shareholder support service fees.
12
