FORESIDE FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICE AGREEMENT
__________, 2006
Dear Securities Dealer:
Foreside Fund Services, LLC ("we" or "us") invites you (the "Dealer") to
participate in the distribution of the shares of the registered open-end
investment companies or series thereof listed in Appendix A hereto (the
"Funds") for which we serve as principal underwriter, subject to the terms of
this Agreement. We will notify Dealer from time to time of the Funds which are
eligible for distribution and the terms of compensation under this Agreement
(or, if more recently published, the Funds' current prospectus).
1. Licensing. Both parties represent that they are members in good standing
of the National Association of Securities Dealers, Inc. ("NASD") or (b) a bank
as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as
amended, and have been duly authorized by proper corporate action to enter into
this Agreement and to perform your obligations hereunder, evidence of which
corporate action shall be properly maintained and made part of your corporate
records and available to the Distributor. If you are a bank, or a subsidiary or
an affiliate of a bank, you represent and warrant that you possess and will
possess during the term of this Agreement the legal authority to perform the
services contemplated by this Agreement without violating applicable banking
laws and regulations, and this Agreement shall automatically terminate in the
event that you no longer possess such authority. You agree that you will not
offer Shares to persons in any jurisdiction in which you may not lawfully make
such offer due to the fact that you have not registered under, or are not
exempt from, the applicable registration or licensing requirements of such
jurisdiction. If you are a member of the NASD, you agree to abide by the NASD
Conduct Rules and other applicable NASD guidelines. If you are a bank or a
member of the NASD, you represent that you are qualified to act in the states
or other jurisdictions where you transact business, and agree to maintain any
required registrations, qualifications or memberships in good standing in full
force and effect throughout the term of this Agreement. Dealer agrees that
termination or suspension of such membership with the NASD, or of its license
to do business by any state or federal regulatory agency, at any time, shall
terminate or suspend this Agreement forthwith and shall require Dealer to
notify us in writing of such action. This Agreement is in all respects subject
to Rule 2830 of the Conduct Rules of the NASD which shall control any provision
to the contrary in this Agreement.
2. Sales of Fund Shares. Dealer may offer and sell shares of each Fund only
at the public offering price applicable to the shares in effect at the time of
each transaction. The procedures relating to all orders and the handling of
orders are subject to the terms of the then current prospectus and statement of
additional information of the Fund (collectively, the "prospectus"), the then
current new account application for the Fund, and our written instructions
which may be issued from time to time. This Agreement is not exclusive, and
either party may enter into similar agreements with third parties.
3. General Duties of Dealer
Dealer agrees:
(a) To act as principal, or as agent on behalf of your customers, in all
transactions in shares of the Funds except as provided in Section 4 hereof.
Dealer shall not have any authority to act as agent for the issuer (the Funds),
for us, or for any other dealer in any respect, nor will Dealer represent to
any third party that Dealer has such authority or is acting in such capacity.
(b) To purchase shares only from us or from your customers.
(c) To enter orders for the purchase of shares made through Dealer and to
furnish us with copies of such records on request.
(d) To purchase shares from us only for the purpose of covering purchase
orders already received or for your own bonafide investment.
(e) To maintain records of all sales and redemptions of shares made through
Dealer and to furnish us with copies of such records on request.
(f) To distribute prospectuses and reports to your customers in compliance
with applicable legal requirements, except to the extent that we expressly
undertake to do so on your behalf.
(g) That Dealer will not withhold placing customers' orders for shares so as
to profit itself as a result of such withholding or place orders for shares in
amounts just below the point at which sales charges are reduced so as to
benefit from a higher sales charge applicable to an amount below the breakpoint.
(h) That Dealer will not purchase any shares from its customers at prices
lower than the redemption or repurchase prices then quoted by the Fund. Dealer
shall, however, be permitted to sell shares for the account of its record
owners to the Fund at the repurchase prices currently established for such
shares and may charge the owner a fair commission for handling the transaction.
(i) That if any shares confirmed to Dealer hereunder are repurchased or
redeemed by any of the Funds within seven business days after such confirmation
of Dealer's original order, Dealer shall refund to us the full concession
allowed to Dealer on such orders. We shall pay to the appropriate Fund our
share, if any, of the "charge" on the original sale and shall also pay to such
Fund the refund from Dealer as herein provided. We shall notify Dealer of such
repurchase or redemption within a reasonable time after settlement. Termination
or cancellation of this Agreement shall not relieve Dealer or us from the
requirements of this subparagraph.
(j) That if payment for the shares purchased is not received within the time
customary or the time required by law for such payment, the sale may be
canceled without any responsibility or liability on our part or on the part of
the Funds, or at our option, we may sell the shares which Dealer ordered back
to the Funds, in which latter case we may hold Dealer responsible for any loss
to the Funds or loss of profit suffered by us resulting from Dealer's failure
to make payment. We shall have no liability for any check or other item
returned unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We
may refuse to liquidate the investment unless we receive the purchaser's signed
authorization for the liquidation.
(k) That Dealer shall assume responsibility for any loss to the Funds caused
by a correction made subsequent to trade date, provided such correction was not
based on any error, omission or negligence on our part, and that Dealer will
immediately pay such loss to the Funds upon notification.
(l) That if on a redemption which Dealer has ordered, instructions in proper
form are not received within the time customary or the time required by law,
the redemption may be canceled without any responsibility or liability on our
part or on the part of any Fund, or at our option, we may buy the shares
redeemed on behalf of the Fund, in which latter case we may hold Dealer
responsible for any loss to the Fund or loss of profit suffered by us resulting
from Dealer's failure to settle the redemption.
(m) That Dealer has implemented and will maintain effective internal
procedures and controls with respect to the transmission and communication of
orders for Fund transactions that are reasonably designed to prevent or detect
on a timely basis your customer's orders received after the NYSE market close
from being aggregated with orders received before the NYSE market close, and to
minimize errors that could result in the late transmission of orders to the
Funds. Dealer separately represents that it will comply with all rules and
regulations of the SEC, NASD and, if applicable, NSCC with respect to the
receipt and transmission of your customer's orders.
4. Duties of Dealer - Retirement Accounts. In connection with orders for the
purchase of shares on behalf of an individual retirement account, self-employed
retirement plan or other retirement accounts, Dealer shall act as agent for the
custodian or trustee of such account or plan (solely with respect to the time
of receipt of the application and payments), and Dealer shall not place such an
order until Dealer has received from the account or
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plan payment for the purchase and, if the purchase represents the initial
contribution to the account or plan, the completed documents necessary to
establish the account or plan. Dealer agrees to indemnify us, the Fund and the
Fund's transfer agent, as applicable, for any claim, loss, or liability
resulting from incorrect investment instructions received from Dealer with
respect to any such account or plan which cause a tax liability or other tax
penalty.
5. Conditional Orders. We will not accept from Dealer any conditional orders
for shares of any Fund. Shares shall be issued by the Funds only after
constructive receipt of the purchase price, subject to deduction for Dealer's
concession and our portion of the sales charge, if any, on such sale.
6. Dealer Compensation
(a) On each purchase of shares by Dealer from us, the total sales charges
and your dealer concessions (if any) shall be as stated in each Fund's then
current prospectus, subject to NASD rules and applicable state and federal
laws. Such sales charges and dealer concessions are subject to reductions under
a variety of circumstances as described in the Funds' prospectuses. For an
investor to obtain these reductions through the Funds' transfer agent, we must
be notified at the time of the sale that the sale qualifies for the reduced
charge. If Dealer fails to notify us of the applicability of a reduction in the
sales charge at the time the trade is placed, neither we nor any of the Funds
will be liable for amounts necessary to reimburse any investor for the
reduction which should have been effected. There is no sales charge or discount
to related dealers on the reinvestment of dividends. The Distributor has no
obligation to pay you until Distributor receives an Agreement executed by your
firm.
(b) In accordance with the Funds' prospectuses, we or our affiliates or
others may, but are not obligated to, make payments to dealers from our or
their own resources as compensation for certain sales ("Qualifying Sales"). If
Dealer notifies us of a Qualifying Sale, we may make a contingent advance
payment up to the maximum amount available for payment on the sale.
7. Redemptions. Redemptions or repurchases of shares will be made at the net
asset value of such shares, less any applicable deferred sales or redemption
charges, in accordance with the applicable prospectus.
8. Exchanges. Telephone exchange orders will be effective only for shares in
plan balance (uncertificated shares) or for which share certificates have been
previously deposited and may be subject to any fees or other restrictions set
forth in the applicable prospectuses. Dealer may charge the shareholder a fair
commission for handling an exchange transaction. Exchanges from a Fund sold
with no sales charge to a Fund which carries a sales charge, and exchanges from
a Fund of shares sold with a sales charge to a Fund which carries a higher
sales charge may be subject to a sales charge in accordance with the terms of
each Fund's prospectus. Dealer shall comply with any additional exchange
policies described in each Fund's prospectus.
9. Transaction Processing. All orders are subject to acceptance by us and by
the Fund or its transfer agent, and become effective only upon confirmation by
us. If required by law, each transaction shall be confirmed in writing on a
fully disclosed basis and if confirmed by us, a copy of each confirmation shall
be sent simultaneously to Dealer if Dealer so requests. All sales are made
subject to receipt of shares by us from the Funds. We reserve the right in our
discretion, without notice, to suspend the sale of shares or withdraw the
offering of shares entirely. Telephone orders will be effected at the price(s)
next computed on the day they are received from Dealer if, as set forth in each
Fund's current prospectus, they are received prior to the time the price of the
Fund's shares is calculated. Orders received after that time will be effected
at the price(s) computed on the next business day. All orders must be paid by
check or wire payable to the order of the Fund, which reserves the right to
delay issuance or transfer of shares until such payment is available in
investable Federal Funds. All orders must be drawn payable in U.S. dollars on a
U.S. bank, for the full amount of the investment.
10. Multiple Classes. We may from time to time provide to Dealer written
compliance guidelines or standards relating to the sale or distribution of
Funds offering multiple classes of shares with different sales charges and
distribution-related operating expenses; see Appendix A. These guidelines or
standards are deemed to be written instructions as contemplated in Section 2.
In addition, Dealer agrees to be bound by any applicable rules or regulations
of government agencies or self-regulatory organizations generally affecting the
sale or distribution of Funds offering multiple classes of shares.
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11. Distribution Services
(a) With regard to those Funds which pay asset-based sales charges (pursuant
to a Rule 12b-1 Plan adopted under Rule 12b-1 of the Investment Company Act of
1940 ("1940 Act") ("Rule 12b-1 Plan")), as noted on Appendix A hereto (or, if
more recently published, the Fund's current prospectus), we hereby appoint
Dealer to render or cause to be rendered distribution and sales services to the
Funds and their shareholders.
(b) The services to be provided under Paragraph (a) above may include, but
are not limited to, the following:
(i)reviewing the activity in Fund accounts;
(ii)providing training and supervision of its personnel;
(iii)maintaining and distributing current copies of prospectuses and
shareholder reports;
(iv)advertising the availability of its services and products;
(v)providing assistance and review in designing materials to send to
customers and potential customers and developing methods of making such
materials accessible to customers and potential customers; and
(vi)responding to customers' and potential customers' questions about the
Funds.
(c) During the term of this Agreement, we will pay Dealer asset-based sales
charges for each Fund as set forth in Appendix A to this Agreement (or, if more
recently published, the Fund's current prospectus). Payment is made only upon
receipt by us of Rule 12b-1 payments from the applicable fund.
12. Shareholder Services
(a) With regard to those Funds which pay a Shareholder Service Fee under the
Rule 12b-1 Plan to Dealer, as noted in the Fund's current prospectus, Dealer
agrees to render or cause to be rendered personal services to shareholders of
the Funds and/or the maintenance of accounts of shareholders of the Funds
("Shareholder Services"). Dealer agrees to provide Shareholder Services which
in your best judgment are necessary or desirable for your customers who are
investors in the Funds. Dealer further agrees to provide us, upon request, a
written description of the Shareholder Services which Dealer is providing
hereunder. Shareholder Services include:
(i)answering shareholder inquiries regarding the manner in which purchases,
exchanges and redemptions of shares of the Fund may be effected and
other matters pertaining to the Fund's services;
(ii)providing necessary personnel and facilities to establish and maintain
shareholder accounts and records;
(iii)assisting shareholders in arranging for processing purchase, exchange
and redemption transactions;
(iv)arranging for the wiring of funds;
(v)guaranteeing shareholder signatures in connection with redemption orders
and transfers and changes in shareholder-designated accounts;
(vi)integrating periodic statements with other shareholder transactions; and
(vii)providing such other related services as the shareholder may request.
(b) During the term of this Agreement, we will pay Shareholder Service Fees
under the Rule 12b-1 Plan to Dealer as set forth in Appendix A hereto (or, if
more recently published, the Fund's current prospectus). To enable the Fund to
comply with an applicable law, Dealer represents that the fees received
pursuant to this Agreement will be disclosed to your customers, will be
authorized by your customers (either directly or by operation of applicable
law), and will not result in an excessive fee to Dealer.
13. Registration of Shares and Blue Sky. Dealer will not offer or sell
shares except under circumstances that will result in compliance with the
applicable Federal and state securities laws and in connection with sales and
offers to sell shares Dealer will furnish to each person to whom any such sale
or offer is made, a copy
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of the applicable, then current, prospectus and Statement of Additional
Information, if requested. We shall notify Dealer of the states or other
jurisdictions in which each Fund's shares are currently available for sale to
the public as set forth in Appendix A, and as updated from time to time. We
shall have no obligation to register or make available Fund shares in any state
or other jurisdiction.
Dealer shall track and maintain "blue sky" information and report that
information on a periodic basis to the transfer agent of the Funds in a form as
agreed from time to time by Dealer and the transfer agent in order for us to
report required information to the various states and jurisdictions in which a
Fund's shares are registered.
We shall have no responsibility, under the laws regulating the sale of
securities in any U.S. or foreign jurisdiction, for the qualification or status
of persons selling Fund shares or for the manner of sale of Fund shares.
Nothing in this Agreement, however, shall be deemed to be a condition,
stipulation or provision binding any person acquiring any security to waive
compliance with any provision of the Securities Act of 1933, or of the rules
and regulations of the Securities and Exchange Commission, or to relieve the
parties hereto from any liability arising under the Securities Act of 1933.
14. Fund Information. No person is authorized to give any information or
make any representations concerning shares of any Fund except those contained
in the Fund's current prospectus or in materials issued by us as information
supplemental to such prospectus. We will supply prospectuses and statements of
additional information, reasonable quantities of reports to shareholders,
supplemental sales literature, sales bulletins, and additional information as
issued. Dealer agrees not to use other advertising or sales material relating
to the Funds except that which (a) conforms to the requirements of any
applicable laws or regulations of any government or authorized agency in the
U.S. or any other country, having jurisdiction over the offering or sale of
shares of the Funds, and (b) is approved in writing by us in advance of such
use. Such approval may be withdrawn by us in whole or in part upon notice to
Dealer, and Dealer shall, upon receipt of such notice, immediately discontinue
the use of such sales literature, sales material and advertising. Dealer is not
authorized to modify or translate any such materials without our prior written
consent. Any printed information furnished by us other than the then current
prospectus and statement of additional information for each Fund, periodic
reports and proxy solicitation materials are our sole responsibility and not
the responsibility of the Funds, and Dealer agrees that the Funds shall have no
liability or responsibility to Dealer in these respects unless expressly
assumed in connection therewith.
15. Indemnification
(a) Dealer shall indemnify and hold harmless us, each Fund, the transfer
agent of the Funds, and their respective officers, directors, control persons
(as defined in section 15 of the Securities Act of 1933, as amended
("Securities Act") or section 20 of the Securities Exchange Act of 1934, as
amended (the "1934 Act")), agents and employees from all direct or indirect
liabilities, losses or costs (including reasonable attorneys fees) arising
from, related to or otherwise connected with: (i) any breach by Dealer of any
provision of this Agreement; (ii) any violation of any applicable law or
regulation including, but not limited to Federal or State securities laws or
the rules of any Self-Regulatory Organization; (iii) any wrongful or negligent
act by Dealer, its officers, employees, agents, directors, affiliates,
subsidiaries; (iv) requests, directions, actions, or inactions by Dealer or its
officers, directors, subsidiaries, affiliates, agents, employees regarding the
purchase, redemption, repurchase or transfer of registration of shares of a
Fund for accounts of Dealer or its customers and other shareholders; or (v) any
actions or omissions by us, any Fund, the transfer agent of the Funds, and
their subsidiaries, affiliates, officers, directors, agents and employees made
in reliance upon any oral, written or computer or electronically transmitted
instructions believed to be genuine and to have been given by or on behalf of
Dealer.
(b) We shall indemnify and hold harmless Dealer and its officers, directors,
control persons (as defined in section 15 of the Securities Act or section 20
of the 1934 Act), and employees from and against any and all direct or indirect
liabilities, losses or costs (including reasonable attorneys fees) arising
from, related to or otherwise connected with: (i) any breach by us of any
provision of this Agreement; (ii) any violation of Federal or State securities
laws or the rules of any Self-Regulatory Organization; or (iii) any alleged
untrue statement of a material fact contained in any Fund's Registration
Statement or Prospectus, or as a result of or based upon any alleged omission
to state a material fact required to be stated therein or necessary to make the
statements contained therein not misleading.
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(c) The agreement of the parties in this Paragraph to indemnify each other
is conditioned upon the party entitled to indemnification ("Indemnified Party")
giving notice to the party required to provide indemnification ("Indemnifying
Party") promptly after the summons or other first legal process for any claim
as to which indemnity may be sought is served on the Indemnified Party. The
Indemnified Party shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting from it, provided that counsel for
the Indemnifying Party (which approval shall not unreasonably be withheld)
shall conduct the defense of such claim or any litigation resulting from it,
and that the Indemnified Party may participate in such defense at its expense.
The failure of the Indemnified Party to give notice as provided in this
paragraph (c) shall not relieve, the Indemnifying Party from any liability
other than its indemnity obligation under this Paragraph. No Indemnifying
Party, in the defense of any such claim or litigation, shall, without the
consent of the Indemnified Party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term the giving
by the claimant or plaintiff to the Indemnified Party of a release from all
liability in respect to such claim or litigation.
16. Anti-Money Laundering Program
(a) The Dealer has in place an anti-money laundering program ("AML Program")
that is now and will continue to be reasonably designed to comply with
applicable laws and regulations, including the relevant provisions of the USA
PATRIOT Act (Pub. L. No. 107-56 (2001)) and all implementing rules and
regulations, as well as all related governmental and self-regulatory
organization rules and regulations. As part of your AML Program, Dealer will
take steps to identify customers for whom it acts in its dealings with the Fund
and will monitor customer transactions in order to detect and, where
appropriate, report suspicious activities.
(b) The Dealer further agrees to promptly notify us should it become aware
of any change in or inability to comply with the above representation and
warranty.
(c) The Dealer further agrees that it is in compliance with all applicable
law.
In addition, we, on our own behalf and on behalf of the Funds, hereby
provide notice to the Dealer that we and/or the Fund reserve the right to make
inquires of and request additional information from the Dealer regarding its
AML program.
17. Privacy. The parties each acknowledge that certain information made
available to the other party hereunder may be deemed nonpublic personal
information under the Xxxxx-Xxxxx-Xxxxxx Act, other federal or state privacy
laws (as amended) and the rules and regulations promulgated thereunder
(collectively, the "Privacy Laws"). The parties hereby agree (i) not to
disclose or use such information except as required to carry out their
respective duties under this Agreement or as otherwise permitted by law in
their ordinary course of business, (ii) to establish and maintain procedures
reasonably designed to assure the security and privacy of all such information
and (iii) to cooperate with each other and provide reasonable assistance in
ensuring compliance with such Privacy Laws to the extent applicable to either
or both of the parties. This provision shall survive termination of the
Agreement.
18. Restrictions on Market Timers. The Funds have policies and procedures
regarding market timing or excessive trading as set forth more fully in a
Fund's then-current prospectus. The Fund or the Distributor may refuse to
accept a purchase or exchange order from any person or entity, including in
circumstances where, in its sole discretion, it determines that the order
reflects actual or perceived market timing or excessive trading. Each Fund's
policy on market timing and excessive trading also applies to purchase and
exchange orders placed through intermediaries, including brokers, banks or
other third parties. Dealer will use its best efforts, and shall reasonably
cooperate with a Fund, to enforce stated policies in a Fund's currently
effective prospectus or statement of additional information regarding
transactions in Fund shares, including those related to market timing and
excessive trading. The Distributor retains the right to terminate the Agreement
(in its entirety or with respect to a Fund) without penalty if it (after
consultation with the Fund) determines that Dealer is engaged in (or is being
used by Dealer's customer or agents to engage in) market timing or excessive
trading with respect to a Fund's shares.
19. Directed Brokerage. The Funds, Dealer and Distributor shall prohibit the
use of Fund portfolio securities transactions or related remuneration to
satisfy any compensation obligations herein. No party has agreed
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to directly or indirectly compensate Dealer in contravention of Rule 12b-1(h)
of the Investment Company Act of 1940, as amended.
20. Effectiveness, Amendment, Duration, Termination and Assignment
(a) This Agreement may be amended by us at any time by written notice to
Dealer and your placing of an order or acceptance of payments of any kind after
the effective date and receipt of notice of any such amendment shall constitute
your acceptance of such amendment.
(b) This Agreement shall continue in effect until terminated.
(c) This Agreement may be terminated by either party, without penalty, upon
ten days' written notice to the other party. This Agreement shall inure to the
benefit of the successors and assigns of either party hereto, provided,
however, that Dealer may not assign this Agreement without our prior written
consent. This Agreement shall terminate immediately if it is assigned by you
without prior written approval by Distributor. This Agreement shall terminate
immediately if the Distribution Agreement is terminated and the Distributor
ceases to be the distributor for the Funds. This Agreement shall terminate
immediately upon the appointment of a trustee under the Securities Investor
Protection Act or immediately upon any other act of insolvency by Dealer. This
Agreement may also be terminated at any time for any particular Fund without
penalty by the vote of a majority of the members of the Board of Directors or
Trustees of such Fund or by the vote of a majority of the outstanding voting
securities of the Fund. The termination of this Agreement shall have no effect
upon transactions entered into prior to the effective date of termination. A
trade placed by Dealer subsequent to your voluntary termination of this
Agreement will not serve to reinstate this Agreement. Reinstatement will only
be effective upon written notification by us.
(d) The provisions of Sections 6, 11, 12, 14, 15 and 17 shall survive the
termination of this Agreement.
21. Setoff. Should any of your concession accounts with us have a debit
balance, we may offset and recover the amount owed from any other account
Dealer has with us, without notice or demand to Dealer.
22. Dispute Resolution. In the event of a dispute concerning any provision
of this Agreement, either party may require the dispute to be submitted to
binding arbitration under the commercial arbitration rules of the NASD or the
American Arbitration Association. Judgment upon any arbitration award may be
entered by any state or federal court having jurisdiction.
23. Miscellaneous
(a) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(b) Neither party to this Agreement shall be liable to the other party for
consequential, special or indirect damages under any provision of this
Agreement.
(c) All written communications to us must be sent to the following address:
Foreside Fund Services, LLC
Two Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxx
All written communications to Dealer will be sent to your address listed
below.
(d) No party to this Agreement shall be liable to another party for any
special, indirect, punitive or consequential damages under any provision of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
FORESIDE FUND SERVICES, LLC
By:
------------------------------
Xxxxxxx X. Xxxxx
Chief Compliance Officer
DEALER NAME
By:
--------------------------
(Signature)
------------------------------
Name and Title
------------------------------
Address
------------------------------
Operations Contact
Telephone: __________________________
E-Mail: ____________________________
Clears Through (if applicable): _________
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FORESIDE FUND SERVICES, LLC
MUTUAL FUND
SALES AND SERVICE AGREEMENT
APPENDIX A
The Trust:
ICM Series Trust
Funds of the Trust:
ICM/Isabelle Small-Cap Value Fund
Classes of the Trust Distribution Fee
-------------------- ----------------
Investment Shares........................................... xxxx
Institutional Shares........................................ xxxx
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