Exhibit 5(b)
PROVIDENT DISTRIBUTORS, INC.
FOUR FALLS CORPORATE CENTER 0xx XXXXX
XXXX XXXXXXXXXXXX, XX 00000-0000
000-000-0000
000-000-0000 FAX
December 1, 1998
Xx. Xxxxx X. Xxxxxx
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc.
Xxxxxxxx Xxxxx Center
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxx:
This letter agreement sets out the duties, responsibilities and
compensation of Provident Distributors, Inc. (PDI) and J.J.B. Xxxxxxxx, X.X.
Xxxxx, Inc. (Xxxxxxxx Xxxxx) with respect to PDI's role as the distributor of
the Xxxxxxxx-Xxxxx Government Fund, Inc. and Xxxxxxxx-Xxxxx Growth Fund, Inc.
(the "Funds").
PDI has entered into a distribution contract with each Fund dated December
1, 1998. As the distributor, PDI will maintain the necessary licensing and
status with the National Association of Securities Dealers (NASD), all 50
states, and the Commonwealth of Puerto Rico in order for it to act as a sponsor-
distributor of a mutual fund. PDI will consult and advise as necessary with the
marketing group at Xxxxxxxx Xxxxx with respect to the regulatory aspect of the
Fund's advertising. PDI will file, and be responsible for this advertising with
the NASD. PDI will register the Funds under the PDI membership with NSCC
Fund/Serv. PDI will prepare and present a distributor's report and any other
necessary information to each Fund's Board of Directors. PDI will make available
to Xxxxxxxx Xxxxx all information, reports, people, etc. concerning its capacity
as the Funds' distributor in order for Xxxxxxxx Xxxxx to perform its role as the
Funds' investment advisor. Additionally, PDI will, at the request of Xxxxxxxx
Xxxxx, enter into dealer agreements with other broker-dealer firms authorizing
them to sell shares of the Funds. Xxxxxxxx Xxxxx will make available to PDI all
necessary information, reports, people, etc. to permit PDI to perform its role
as the Funds' distributor.
2
PDI will be responsible for all normal expenses of the distributor. It is
understood, however, that Xxxxxxxx Xxxxx will bear the expense of preparing and
printing prospectuses, advertising and sales literature.
Xxxxxxxx Xxxxx will pay PDI a monthly fee of $2,000.00 for its general
consulting services, payable by the 5th business day of the following month. The
fee will be due the first month following PDI's executed distribution contract
with The Funds.
This letter agreement can be cancelled by either party with 60 days written
notice. This letter agreement will expire at the end of the month in which PDI
is no longer acting as the distributor for the Fund.
/s/ XXXXXXX X. XXXXXXXXX 12/1/98
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For Provident Distributors, Inc. Date
/s/ XXXXX X. XXXXXX 12/1/98
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For Xxxxxxxx Xxxxx Date
