FORM OF DISTRIBUTION AGREEMENT
AGREEMENT , dated as of February __, 1996, by and between Landmark Funds
I, a Massachusetts business trust (the "Trust"), and The Landmark Funds
Broker-Dealer Services, Inc., a Massachusetts corporation ("Distributor").
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided
into separate series representing interests in separate funds of securities
and other assets;
WHEREAS, the Trust wishes to retain the services of a distributor for
Shares of each class of each of the Trust's series listed on Exhibit A hereto
(the "Funds") and has registered the Shares of the Funds under the Securities
Act of 1933, as amended (the "1933 Act");
WHEREAS, the Trust has adopted a Service Plan pursuant to Rule 12b-1 under
the 1940 Act (the "Service Plan") and may enter into related agreements
providing for the distribution and servicing of Shares of the Funds;
WHEREAS, Distributor has agreed to act as distributor of the Shares of each
class of the Funds for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of Shares of each class of the Funds in jurisdictions wherein
such Shares may be legally offered for sale; provided, however, that the Trust
in its absolute discretion may issue Shares of the Funds in connection with
(i) the payment or reinvestment of dividends or distributions; (ii) any merger
or consolidation of the Trust or of the Funds with any other investment
company or trust or any personal holding company, or the acquisition of the
assets of any such entity or another Fund of the Trust; or (iii) any offer of
exchange permitted by Section 11 of the 0000 Xxx.
(b) Distributor hereby accepts such appointment as exclusive agent for the
distribution of Shares of each class of the Funds and agrees that it will sell
the Shares as agent for the Trust at prices determined as hereinafter provided
and on the terms hereinafter set forth, all according to the then-current
prospectus and statement of additional information of each Fund (collectively,
the "Prospectus" and the "Statement of Additional Information"), applicable
laws, rules and regulations and the Declaration of Trust of the Trust.
Distributor agrees to use its best efforts to solicit orders for the sale of
Shares of the Funds, and agrees to transmit promptly to the Trust (or to the
transfer agent of the Funds, if so instructed in writing by the Trust) any
orders received by it for purchase or redemption of Shares.
(c) Distributor may sell Shares of the Funds to or through qualified
securities dealers, financial institutions or others. Distributor will require
each dealer or other such party to conform to the provisions of this
Agreement, the Prospectus, the Statement of Additional Information and
applicable law; and neither Distributor nor any such dealers or others shall
withhold the placing of purchase orders for Shares so as to make a profit
thereby.
(d) Distributor shall order Shares of the Funds from the Trust only to the
extent that it shall have received unconditional purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make: (i) any
short sales of Shares; or (ii) any sales of Shares to any Trustee or officer
of the Trust, any officer or director of Distributor or any corporation or
association furnishing investment advisory, managerial or supervisory services
to the Trust, or to any such corporation or association, unless such sales are
made in accordance with the Prospectus and the Statement of Additional
Information.
(e) Distributor is not authorized by the Trust to give any information or
make any representations regarding Shares of the Funds, except such
information or representations as are contained in the Prospectus, the
Statement of Additional Information or advertisements and sales literature
prepared by or on behalf of the Trust for Distributor's use.
(f) The Trust agrees to execute any and all documents, to furnish any and
all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Trust's officers in connection with the
qualification of Shares of each Fund for sale in such states as Distributor
and the Trust agree.
(g) No Shares of any Fund shall be offered by either Distributor or the
Trust under 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 Trust's then current registration statement as to Shares
of that Fund or any necessary amendments thereto shall be suspended under any
of the provisions of the 1933 Act, or if and so long as a current prospectus
for Shares of that Fund as required by Section 10 of the 1933 Act is not on
file with the Securities and Exchange Commission; provided, however, that
nothing contained in this paragraph (g) shall in any way restrict the Trust's
obligation to repurchase any Shares from any shareholder in accordance with
the provisions of the applicable Fund's Prospectus or charter documents.
(h) Notwithstanding any provision hereof, the Trust may terminate, suspend
or withdraw the offering of Shares of any Fund whenever, in its sole
discretion, it deems such action to be desirable.
2. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time of
the sale, as described in the Prospectus. The excess, if any, of the public
offering price over the net asset value of the Shares sold by Distributor as
agent, and any contingent deferred sales charge applicable to Shares of any
class of any Fund as set forth in the applicable Fund's Prospectus, shall be
retained by Distributor as a commission for its services hereunder. Out of
such commission Distributor may allow commissions, concessions or agency fees
to dealers or other financial institutions, including banks, and may allow
them to others in its discretion in such amounts as Distributor shall
determine from time to time. Except as may be otherwise determined by
Distributor from time to time, such commissions, concessions or agency fees
shall be uniform to all dealers and other financial institutions. At no time
shall the Trust receive less than the full net asset value of the Shares of
each Fund, determined in the manner set forth in the Prospectus and the
Statement of Additional Information. Distributor also may receive such
compensation under the Trust's Service Plan as may be authorized by the
Trustees of the Trust from time to time.
3. Furnishing of Information.
(a) The Trust shall furnish to Distributor copies of any information,
financial statements and other documents that Distributor may reasonably
request for use in connection with the sale of Shares of the Funds under this
Agreement. The Trust shall also make available a
sufficient number of copies of the Funds' Prospectus and Statement of
Additional Information for use by the Distributor.
(b) The Trust agrees to advise Distributor immediately in writing:
(i) of any request by the Securities and Exchange Commission for
amendments to any registration statement concerning a Fund or to
a Prospectus or for additional information;
(ii) in the event of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of any such
registration statement or Prospectus 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 any such registration statement or
Prospectus or which requires the making of a change in such
registration statement or Prospectus in order to make the statements
therein not misleading; and
(iv) of all actions of the Securities and Exchange Commission with
respect to any amendments to any such registration statement or
Prospectus which may from time to time be filed with the Securities
and Exchange Commission.
4. Expenses.
(a) The Trust will pay or cause to be paid the following expenses:
organization costs of the Funds; compensation of Trustees who are not
"interested persons" of the Trust; governmental fees; interest charges; loan
commitment fees; taxes; membership dues in industry associations allocable to
the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, shareholder servicing agent, registrar or
dividend disbursing agent of the Trust; expenses of issuing and redeeming
shares of beneficial interest and servicing shareholder accounts; expenses of
preparing, typesetting, printing and mailing prospectuses, statements of
additional information, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions and to existing shareholders
of the Funds; expenses connected with the execution, recording and settlement
of security transactions; insurance premiums; fees and expenses of the
custodian for all services to the Funds, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of
calculating the
net asset value of the Funds (including but not limited to the fees of
independent pricing services); expenses of meetings of shareholders; expenses
relating to the issuance, registration and qualification of shares; and such
non-recurring or extraordinary expenses as may arise, including those relating
to actions, suits or proceedings to which the Trust may be a party and the
legal obligation which the Trust may have to indemnify its Trustees and
officers with respect thereto.
(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by the Trust pursuant to the Service Plan,
Distributor will pay or cause to be paid all expenses connected with its own
qualification as a dealer under state and federal laws and all other expenses
incurred by Distributor in connection with the sale of Shares of each Fund as
contemplated by this Agreement.
(c) Distributor shall prepare and deliver reports to the Trustees of the
Trust on a regular basis, at least quarterly, showing the expenditures with
respect to each Fund pursuant to the Distribution Plan and the purposes
therefor, as well as any supplemental reports that the Trustees of the Trust,
from time to time, may reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of the
Trust may repurchase Shares of the Funds offered for resale to it and redeem
such Shares at their net asset value.
6. Indemnification by the Trust. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor, its officers and directors, and any person which controls
Distributor within the meaning of the 1933 Act against any and all claims,
demands, liabilities and expenses that any such indemnified party may incur
under the 1933 Act, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the registration
statement for any Fund, any Prospectus or Statement of Additional Information,
or any advertisements or sales literature prepared by or on behalf of the
Trust for Distributor's use, or any omission to state a material fact therein,
the omission of which makes any statement contained therein misleading, unless
such statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor. Nothing herein contained shall require the Trust to take any
action contrary to any provision of its Declaration of Trust or any applicable
statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust, its officers and Trustees and any person which controls the Trust
within the meaning of the 1933 Act against any and all claims, demands,
liabilities and expenses that any such indemnified party may incur under the
1933 Act, or common law or otherwise, arising out of or based upon (i) any
alleged untrue statement of a material fact contained in the registration
statement for any Fund, any Prospectus or Statement of Additional Information,
or any advertisements or sales literature prepared by or on behalf of the
Trust for Distributor's use, or any omission to state a material fact therein,
the omission of which makes any statement contained therein misleading, if
such statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor; and (ii) any act or deed of Distributor or its sales
representatives that has not been authorized by the Trust in any Prospectus or
Statement of Additional Information or by this Agreement.
8. Term and Termination.
(a) Unless terminated as herein provided, this Agreement shall continue in
effect as to each Fund until February __, 1997 and shall continue in full
force and effect as to each Fund for successive periods of one year
thereafter, but only so long as each such continuance is approved (i) by
either the Trustees of the Trust or by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the particular Fund, or (ii)
by vote of a majority of the Trustees of the Trust who are not parties to this
Agreement or interested persons (as defined in the 0000 Xxx) of any such party
and who have no direct or indirect financial interest in this Agreement or in
the operation of the Service Plan or in any agreement related thereto
("Independent Trustees"), cast at a meeting called for the purpose of voting
on such approval.
(b) This Agreement may be terminated as to any Fund on not less than
thirty days' nor more than sixty days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. The obligations of the Trust hereunder shall
not be binding upon any of the Trustees, officers or shareholders of the Trust
personally, but shall bind only the assets and property of the particular Fund
or Funds in question, and not any other Fund or series of the Trust. The term
"Landmark Funds I" means and
refers to the Trustees from time to time serving under the Declaration of
Trust of the Trust, a copy of which is on file with the Secretary of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement
has been authorized by the Trustees, and this Agreement has been signed on
behalf of the Trust by an authorized officer of the Trust, acting as such and
not individually, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the assets and property of the Trust as provided in the
Declaration of Trust.
10. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts and the provisions of the 1940
Act.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
Landmark Funds I
By:_______________________________
The Landmark Funds Broker-Dealer
Services, Inc.
By:_______________________________
Exhibit A
Funds
Packaged Solutions Aggressive Growth Fund
Packaged Solutions Growth Fund
Packaged Solutions Moderate Growth Fund
Packaged Solutions Income and Growth Fund
