DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this ______ day of________, 1998,
by and between JohnsonFamily 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.
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.
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 JohnsonFamily 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.
JOHNSONFAMILY 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
JohnsonFamily Funds, Inc.
and
Sunstone Distribution Services, LLC
Name of Funds
JohnsonFamily Large Cap Equity Fund
JohnsonFamily Small Cap Equity Fund
JohnsonFamily International Equity Fund
JohnsonFamily Intermediate Fixed Income Fund
