Exhibit No. EX-99.e.2
BRIDGEWAY FUNDS, INC.
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 2nd day of January, 2004, and amended and restated
as of the "Effective Date" defined below, by and between Bridgeway Funds, Inc.,
a Maryland corporation that acts as an open-end investment company, with its
principal office and place of business at 0000 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000 (the "Client"), and Forum Fund Services, LLC, a Delaware limited
liability company with its principal office and place of business at Xxx
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 ("Forum").
WHEREAS, the Client is registered under the 1940 Act (as defined below) as
an open-end management investment company that issues or intends to issue shares
of beneficial interest (the "Shares"), in separate funds and classes;
WHEREAS, the Client offers Shares in the funds as listed in Schedule 1
hereto (the funds, together with all other funds subsequently established by the
Client and made subject to this Agreement in accordance with Section 7.7 of this
Agreement being herein referred to as a "Fund," and collectively as the "Funds")
and the Client intends to offer shares of various classes of each Fund as listed
in Schedule 1 hereto (each such class together with all other classes
subsequently established by the Client in a Fund in accordance with Section 7.7
of this Agreement being herein referred to as a "Class," and collectively as the
"Classes"); and
WHEREAS, the Client desires that Forum offer, as distributor, the Shares of
each Fund and Class thereof to the public and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement in order to
promote the growth of the Funds and facilitate the distribution of the Shares;
WHEREAS, on or about October 1, 2004, the direct ownership of Forum will
change such that an "assignment," as defined in the 1940 Act, will occur;
WHEREAS, such assignment will require that this Agreement be re-executed in
the same form as previously approved;
WHEREAS, this amended and restated Agreement will take effect immediately
after such change in control occurs (the "Effective Date"); and
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Client and Forum hereby agree as follows:
SECTION 1. DEFINITIONS; APPOINTMENT; DELIVERY OF DOCUMENTS
1.1 Frequently Used Defined Terms. As used in this Agreement, the following
terms have the following meanings:
(a) "1940 Act" means the Investment Company Act of 1940, as amended.
(b) "Adviser" means Bridgeway Capital Management, the Client's adviser to
each of the Bridgeway Funds.
(c) "Affiliate" means, with respect to any Person, any other Person that
is controlled by, controls, or is under common control with such
Person; for purposes hereof, "control" of a Person means (i) ownership
of, or possession of the right to vote, more than 25% of the
outstanding voting equity of that person or (ii) the right to control
the appointment of the board of directors, management or executive
officers of that person.
(d) "Agreement" means this Agreement and any appendices and schedules
attached hereto, in each case as they may be amended from time to
time.
(e) "Authorized Person(s)" means the persons described or listed on
Schedule 2 hereto.
(f) "Conduct Rules" means the Conduct Rules of the NASD.
(g) "Class" and "Classes" have the meaning set forth in the preamble to
this Agreement.
(h) "Client" has the meaning set forth in the preamble to this Agreement
and includes successors-in-interest; unless the context shall require
otherwise, references to the Client shall include any Funds or Classes
thereof.
(i) "Effective Date" means the date first set forth above.
(j) "Governing Body" means, for any entity, the Person or body of Persons
governing the operations of the entity under its Organic Documents
(for example, if the entity is a corporation, its board of directors).
(k) "Forum" has the meaning set forth in the preamble to this Agreement
and includes successors-in-interest.
(l) "Fund" and "Funds" have the meaning set forth in the preamble to this
Agreement.
(m) "Instruction" means any oral and written notice or statement directing
action or inaction, including any such notice or statement transmitted
to Forum (i) in electronic format by machine readable input,
electronic mail, CRT data entry or other similar means, or (ii) in
person or by telephone, telecopy, vocal telegram or similar means.
(n) "Laws" means any statutes, rules and regulations of any governmental
authority and applicable judicial or regulatory interpretations
thereof including without limitation the Conduct Rules of the NASD.
(o) "NASD" means the National Association of Securities Dealers, Inc.
(p) "NSCC" means the National Securities Clearing Corporation.
(q) "Organic Documents" means, for any entity, the documents pursuant to
which the entity was formed as a legal entity, as such documents may
be amended from time to time.
(r) "Parties" means the Client and Forum.
(s) "Person" means any natural person or incorporated or unincorporated
entity.
(t) "Plan" has the meaning set forth in Section 2.5(a).
(u) "Predecessor Records" has the meaning set forth in Section 2.9(b).
(v) "Prospectus" has the meaning set forth in Section 2.4(a).
(w) "Registration Statement" means a registration statement filed under
the Securities with respect to the Shares, as amended from time to
time.
(x) "SEC" means the United States Securities and Exchange Commission and
any successor governmental authority.
(y) "Securities Act" means the Securities Act of 1933, as amended.
(z) "Selected Agent" and "Selected Dealer" have the meanings in Section
2.3.
(aa) "Service Plan" has the meaning set forth in Section 2.5(a).
(bb) "Services" means the services provided by Forum to the Client set
forth in Section 2.4.
(cc) "Services Commencement Date" means, with respect to any Fund or Class
thereof, (i) if the registration statement of the Fund or Class is
effective as of the Effective Date, then such Effective Date; (ii), if
such registration statement is not effective as of the Effective Date,
then the date such registration statement is declared effective; or
(iii) such other date as may be agreed in writing by the Parties.
(dd) "Shareholder" means any Person that holds Shares of record.
(ee) "Shares" has the meaning set forth in the preamble to this Agreement.
(ff) "State" means any of the various states and territories of the United
States.
Other capitalized terms used but not defined in this Section 1.1 shall have the
meanings set forth in this Agreement.
1.2 Appointment. The Client hereby appoints Forum to act as distributor for the
period and on the terms set forth in this Agreement, and Forum hereby accepts
such appointment and in connection with such appointment agrees to provide the
Services on the terms and conditions set forth in this Agreement.
SECTION 2. OFFERING AND REDEMPTION OF SHARES; FORUM'S DUTIES; OTHER RELATED
TERMS AND CONDITIONS
2.1. Offering of Shares.
(a) Forum shall act as the Client's agent to offer, and to solicit offers
to subscribe to, unsold Shares of the Funds as shall then be effectively
registered under the Securities Act. Forum will promptly forward all orders
and subscriptions to the Client. The price at which Forum shall offer the
Shares shall be the net asset value per Share, determined as set forth in
Section 2.1(b) hereof. The Client reserves the right to sell Shares
directly to investors through subscriptions received by the Client.
(b) The public offering price of the Shares of a Fund (i.e., the price per
Share at which Forum or Selected Dealers or Selected Agents may offer or
sell Shares to the public or to those persons eligible to invest in Shares
as described in the applicable Prospectus) shall be the public offering
price determined in accordance with the then-currently effective Prospectus
of the Fund or Class thereof under the Securities Act relating to such
Shares. The Client will advise Forum of the net asset value per Share at
each time as the net asset value per Share shall have been determined by
the Client and at such other times as Forum may reasonably request.
(c) The net asset value per Share of each Fund or Class thereof shall be
determined by the Client, or its designated agent, in accordance with and
at the times indicated in the applicable Prospectus in accordance with the
method set forth in the Prospectus and guidelines established by the
Client's Governing Body.
(d) The Client reserves the right to suspend the offering of Shares of a
Fund or of any Class thereof at any time in the absolute discretion of its
Governing Body, and upon notice of such suspension Forum shall cease to
offer Shares of the Funds or Classes thereof specified in the notice.
(e) The Client, or any agent of the Client designated in writing to Forum
by the Client, shall be promptly advised by Forum or its Selected Dealers
of all purchase orders for Shares received by Forum or such Selected
Dealers, and all such subscriptions for Shares obtained by Forum as agent
shall be directed to the Client or its agent for acceptance and shall not
be binding until accepted by the Client. Any order or subscription may be
rejected by the Client. Forum acknowledges that the Client seeks to avoid
so called market timers and may reject or refuse to accept or confirm
orders or subscriptions from any persons who exhibit or who may exhibit
market timing. The Client or its designated agent will confirm orders and
subscriptions upon their receipt, will make appropriate book entries and,
upon receipt by the Client or its designated agent of payment thereof, will
issue such Shares in uncertificated form pursuant to the instructions of
Forum. Forum agrees that its agreements with Selected Dealers shall require
that such payment and such instructions be delivered promptly to the Client
or its designated agent.
(f) None of Forum, any Selected Dealer, any Selected Agent or any other
person is authorized by the Client to give any information or to make any
representations other than as is contained in a Fund's Prospectus or any
advertising materials or sales literature specifically approved in writing
by the Client or its agents.
2.2. Repurchase and Redemption of Shares.
(a) Any of the outstanding Shares of a Fund or Class thereof may be
tendered for redemption at any time, and the Client agrees to redeem or
repurchase the Shares so tendered in accordance with its obligations as set
forth in the Organic Documents and the Prospectus relating to the Shares.
The price to be paid to redeem or repurchase the Shares of a Fund or Class
thereof shall be equal to the net asset value calculated in accordance with
the provisions of Section 2.1(b) hereof less any redemption fees or other
applicable fees or expenses as set forth in the then-current Prospectus.
(b) The Client or its designated agent shall pay (i) the total amount of
the redemption price consisting of the redemption price after applicable
redemption or other fees and (ii) except as may be otherwise required by
the Conduct Rules and any interpretations thereof, in accordance with
Forum's instructions, on or before the fifth business day (or such other
earlier business day as is customary in the investment company industry)
subsequent to the Client or its agent having received the notice of
redemption in proper form.
(c) Redemption of Shares or payment therefor may be suspended at times when
the New York Stock Exchange is closed for any reason other than its
customary weekend or holiday closings, when trading thereon is restricted,
when an emergency exists as a result of which disposal by the Client of
securities owned by a Fund is not reasonably practicable or it is not
reasonably practicable for the Client fairly to determine the value of a
Fund's net assets, or during any other period when the SEC so requires or
permits.
2.3. Selected Dealers and Selected Agents. Forum shall have the right to enter
into Selected Dealer agreements with securities dealers of its choice ("Selected
Dealers") and Selected Agent agreements with depository institutions and other
financial intermediaries of its choice ("Selected Agents") for the sale of
Shares; provided, that the Client and the Client's Adviser shall pre-approve the
forms of agreements with Selected Dealers or Selected Agents and shall have the
right to approve any compensation set forth therein. Shares of each Fund or
Class thereof shall be resold by Selected Dealers or Selected Agents only at the
public offering prices set forth in the Prospectus relating to the Shares.
Within the United States, Forum shall offer and sell Shares of the Funds only to
such Selected Dealers as are members in good standing of the NASD.
2.4. Forum's Services and Duties; Exclusivity.
(a) Forum shall use reasonable efforts to solicit orders to purchase Shares
of the Funds upon the terms and conditions contained herein and in the then
current Prospectus. Forum shall devote reasonable time and effort to effect
sales of Shares but shall not be obligated to sell any specific number of
Shares.
(b) Forum shall not be required to register as a broker-dealer or file a
consent to service of process in any State if Forum determines that it
would be uneconomical for it to do so, or to maintain its registration in
any jurisdiction in which it is now registered if it determines that it
would be uneconomical for it to do so, provided that Forum will notify the
Client of its determination not to register or to cease maintaining
registration in advance of any required filing or renewal date.
(c) In performing its services under this Agreement, Forum shall conform in
all respects with the requirements of all Federal and State Laws relating
to the sale of the Shares.
(d) Forum shall adopt and follow procedures for the confirmation of sales
to investors and Selected Dealers or Selected Agents, the collection of
amounts payable by investors and Selected Dealers or Selected Agents on
such sales, and the cancellation of unsettled transactions, as may be
necessary to comply with the requirements of the NASD.
(e) Forum shall (i) attempt to maintain active agreements with any Selected
Dealers and, Selected Agents related to the distribution or servicing of
the Funds that, prior to the Effective Date of this Agreement, acted in
similar capacities for a Fund, and (ii) assist the investment adviser to
the Fund (the "Adviser") in obtaining additional agreements with
broker-dealers and other financial intermediaries. Notwithstanding anything
in this Agreement, including the Appendices, to the contrary, Forum makes
no warranty or representation as to the number of Selected Dealers or
Selected Agents with which it has entered into, or will enter into,
agreements in accordance with Section 2.4 hereof or as to the availability
of any Shares to be sold through any Selected Dealer, Selected Agent or
other intermediary.
(f) Insofar as it is required to ensure compliance with the Conduct Rules,
Forum shall track and maintain appropriate information with respect to
payments made by each Fund under Rule 12b-1 under the 1940 Act and other
payments such as marketplace distribution, maintenance and service fees.
(g) Forum shall maintain membership with the NSCC and any other similar
successor organization with respect to the Funds so as to enable the Shares
to be traded through FundSERV.
(h) Nothing contained herein shall be construed to require Forum to perform
any service that could cause Forum to be deemed an investment adviser for
purposes of the 1940 Act or the Investment Advisers Act of 1940, as
amended, or that could cause a Fund to act in contravention of the Fund's
Prospectus or any provision of the 1940 Act.
(i) Except as specifically set forth in this Agreement to the contrary,
Forum assumes no responsibility for compliance by the Client with any Laws
applicable to the Client; and, notwithstanding any other provision of this
Agreement to the contrary, Forum assumes no responsibility under this
Agreement to Client or any other Person for compliance by the Client or
Forum with the Laws of any jurisdiction other than those of the United
States.
(j) Nothing contained in this Agreement shall require Forum to perform any
functions or duties on any weekend day or on any other day on which the
Client does not accept subscriptions and redemptions of its Shares (a
"Business Day"). Functions or duties normally scheduled to be performed on
any day that is not a Business Day shall be performed on, and as of, the
next Business Day, unless otherwise required by applicable Law.
(k) Forum shall be the exclusive representative of the Client to act as
distributor of the Shares of the Funds and Classes, except that the rights
given under this Agreement to Forum shall not apply to: (i) Shares issued
in connection with the merger, consolidation or reorganization of any other
investment company or series or class thereof with a Fund or Class thereof;
(ii) a Fund's acquisition by purchase or otherwise of all or substantially
all of the assets or stock of any other investment company or series or
class thereof; (iii) the reinvestment in Shares by a Fund's shareholders of
dividends or other distributions; or (iv) any other offering by the Client
of securities to its shareholders.
2.5. Certain Documents; Changes in Law.
(a) Contemporaneous with the Effective Date, the Client shall deliver to
Forum copies of the following documents: (i) the Client's Organic
Documents; (ii) the offering documents, prospectuses, private placement
memoranda, subscription agreements and/or other offering documents for the
Funds and Classes thereof (collectively, the "Prospectus"); and (iii) each
current plan of distribution or similar document adopted by the Client
under Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder
service plan or similar document adopted by the Client ("Service Plan").
The Client shall also deliver to Forum: (x) a certified copy of the
resolution of the Board of Trustees of the Client (the "Board") appointing
Forum and authorizing the execution and delivery of this Agreement; (y) a
copy of all proxy statements and related materials relating to the Funds;
and (z) any other documents, materials or information that Forum shall
reasonably request to enable it to perform its duties pursuant to this
Agreement.
(b) Client shall deliver to Forum as soon as is reasonably practical any
and all amendments to the documents required to be delivered under Section
2.5(a).
(c) In the event there is a change in Law related to or affecting the
Services, Forum need not begin performing any new service(s), and need not
perform any service(s) in a materially different or more burdensome manner,
except upon written agreement by Forum and pursuant to mutually acceptable
compensation agreements.
2.6. Reliance on Instructions, Documents and Advice.
(a) With respect to the subject matter of this Agreement, Forum may rely on
(i) with respect to any matter, advice or Instruction that it receives and
that it reasonably believes in good faith was transmitted by the Client's
Governing Body or an Authorized Person; or (ii) with respect to any factual
matter, any signature, Instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document of or presented by any Person (including
any authorized representative(s) of any predecessor service providers to
the Client).
(b) Notwithstanding any other provisions of this Agreement to the contrary,
Forum shall have no duty or obligation to inquire into (i) the authenticity
of any statement, oral or written Instruction, resolution, signature,
request, letter of transmittal, certificate, opinion of counsel,
instrument, report, notice, consent, order, or any other document or
instrument that Forum reasonably believes in good faith to be genuine; or
(ii) the authority or lack thereof of any Person to represent or act as an
agent for any other Person, provided that Forum reasonably believes in good
faith that such authority exists, and, provided, further, that with respect
to Instructions of the Client, Forum may only rely on Instructions of the
Client's Governing Body or Authorized Persons.
(c) Forum may assume that any Instructions are not in any way inconsistent
with the Organizational Documents, the Prospectus, the Policies and
Procedures or any proceeding or resolution of the Client's Governing Body
or the Shareholders of the Client, unless and until Forum receives written
notice to the contrary from the Client's Governing Body or an Authorized
Person, and provided that Forum makes reasonable inquiry into any
instructions if Forum has doubts regarding the intention of any
instructions.
(d) Absent specific written notice to the contrary, Forum may assume that
Authorized Persons are authorized to deliver instructions relating to all
or any matter under this Agreement. The Client's Governing Body may at any
time (i) change the list of Authorized Persons or (ii) limit an Authorized
Person's authority. Forum shall not be deemed to have notice of any change
of Authorized Persons or limitation of authority until receipt of written
notice thereof from the Client's Governing Body or from at least two
then-current (as reflected in Forum's records immediately prior to the
receipt of such notice) Authorized Persons.
(e) About any matter related to the Client or the Services, Forum may apply
to any Authorized Person for advice or Instructions; about any legal matter
related to the Client or the Services, Forum may request advice from
counsel of its own choosing (who may be counsel to the Client or to Forum);
and about any accounting or tax matter related to the Client or the
Services, Forum may request advice from the independent accountants of the
applicable Fund or Class of the Client or from other independent
accountants with recognized expertise about the specific subject matter,
provided Forum notifies Client in advance of its intentions. Any costs
related to such advice or Instructions shall be borne by the Client, except
that Forum shall be responsible for costs related to advice from in-house
counsel to Forum or any affiliate of Forum. In the event of any conflict
between advice or Instructions Forum receives from (i) any Authorized
Person or such independent accountant(s) and (ii) advice from counsel,
Forum may rely on advice from counsel.
(f) Nothing in this Section 2.6 shall be construed as imposing on Forum any
obligation to seek advice or Instructions, or, subject to Section 3.1(c),
to act in accordance with such advice or Instructions if and when received.
2.7. Certain Representative Powers; Other Activities.
(a) In the performance of the Services, Forum may use the name of the
Client and sign any necessary letters or other documents for and on behalf
of the Client provided such letters or other documents are necessary to
execute the Services in this agreement and prior verbal approval has been
received from an Authorized Person of the Client.
(b) Forum may provide services similar to those provided under this
Agreement for any other Person on such terms as may be arranged with such
Person, and Forum shall not be required to disclose to the Client any fact
or thing that may come to the knowledge of Forum in the course of so doing.
(c) Forum may acquire, hold or deal with, for its own account or for the
account of any Person, any shares or securities from time to time issued by
the Client or in which the Client is authorized to invest; and Forum shall
not be required to account to the Client for any profit arising therefrom.
2.8 Cooperation with Independent Auditors and Counsel. Forum shall cooperate
with the independent auditor(s) and attorneys of the Client and shall take
reasonable action to make all necessary information related to the Services
available to such auditors and attorneys for the performance of their duties.
2.9 Certain Responsibilities of the Client. The Client agrees to:
(a) Comply in all material respects with all Laws applicable to the Client.
(b) Prior to the Services Commencement Date, deliver or cause to be
delivered to Forum all books, records and other documents relating to the
Client's prior operations and service providers, if any, that, in Forum's
reasonable opinion, are necessary for Forum properly to provide the
Services (collectively "Predecessor Records").
(c) Provide, and cause each other agent or service provider to the Client
to provide, to Forum all such information (and in such reasonable medium)
that Forum may reasonably request in connection with the Services and this
Agreement.
(d) Deliver to Forum in advance of publication thereof any Prospectus or
amendment to a Prospectus in order to permit Forum and its agents to review
and comment upon, at Forum's discretion, those portions thereof that
describe Forum and Forum's duties and obligations under this Agreement,
including the indemnity provisions hereof, and the Client shall not make
any reference to Forum and such duties, obligations and indemnities in any
Prospectus without Forum's consent, which consent shall not be unreasonably
withheld or delayed.
(e) Furnish to Forum copies of all financial statements and other documents
to be delivered to shareholders or investors at least two Fund business
days prior to such delivery and shall furnish Forum copies of all other
financial statements, documents and other papers or information which Forum
may reasonably request for use in connection with the distribution of
Shares. The Client shall make available to Forum the number of copies of
the Funds' Prospectuses as Forum shall reasonably request.
(f) Take, from time to time, subject to the approval of the Board and any
required approval of the shareholders of the Client, all action necessary
to fix the number of authorized Shares (if such number is not unlimited)
and to register the Shares under the Securities Act, to the end that there
will be available for sale the number of Shares as reasonably may be
expected to be sold pursuant to this Agreement.
(g) Execute any and all documents, furnish to Forum any and all
information, otherwise use its best efforts to take all actions that may be
reasonably necessary and cooperate with Forum in taking any action as may
be necessary to register or qualify Shares for sale under the securities
laws of those States as Forum shall designate (subject to approval by the
Client). Any registration or qualification may be withheld, terminated or
withdrawn by the Client at any time in its discretion. Forum shall furnish
such information and other material relating to its affairs and activities
as may be required by the Client in connection with such registration or
qualification, but the client shall be responsible for blue-sky
registration of its shares in the various states.
(h) Cause the transfer agent for each Fund and Class, where necessary or
appropriate, (i) to pay to the various Selected Dealers and Selected Agents
their applicable distribution, service or other trail payments where
applicable, and (ii) to provide Forum with any information that may be
necessary for Forum to perform its duties under this Agreement.
(i) Advise Forum immediately: (i) of any request by the SEC for amendments
to the Client's Registration Statement or Prospectus or for additional
information; (ii) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Client's Registration Statement or any
Prospectus or the initiation of any proceedings for that purpose; (iii) of
the happening of any material event which makes untrue any statement made
in the Client's Registration Statement or then current Prospectus or which
requires the making of a change in either thereof in order to make the
statements therein not misleading; and (iv) of all action of the SEC with
respect to any amendments to the Client's Registration Statement or
Prospectus which may from time to time be filed with the SEC under the 1940
Act or the Securities Act.
SECTION 3. RECORDKEEPING; PROPRIETARY INFORMATION; CONFIDENTIALITY
3.1 Predecessor Records; Ownership; Inspection; Successors.
(a) Predecessor Records received by Forum pursuant to Section 2.9(b) shall
be the property of the Client. The Client and the Client's authorized
representatives shall have access to such Predecessor Records at all times
during Forum's normal business hours. Upon the reasonable advance request
of the Client or such authorized representatives, copies of any such
Predecessor Records shall be provided by Forum, at the Client's expense, to
the Client or its authorized representatives.
(c) If Forum receives a request or demand from a third party to inspect any
Predecessor Records, Forum will endeavor to notify the Client and to secure
Instructions from the Client or an Authorized Person about such inspection.
Forum shall abide by such Instructions for granting or denying the
inspection; provided, that Forum may grant the inspection without
Instructions or in contravention of specific Instructions if Forum is
advised by counsel to Forum or the Client that failure to do so is
substantially likely to result in liability to Forum; and provided,
further, that in such event, Forum shall endeavor promptly to advise the
Client of such contrary advice, to the extent practicable in advance of any
actual inspection.
(d) Upon termination of this Agreement, Forum shall, at the expense and
direction of the Client, transfer to Client or any successor service
provider all Predecessor Records in the electronic or other medium in which
such material is then maintained by Forum.
3.2 Proprietary Information of Forum. The Client acknowledges that the
databases, computer programs, screen formats, report formats, interactive design
techniques, and documentation manuals maintained by Forum on databases under the
control and ownership of Forum or a third party constitute copyrighted, trade
secret, or other proprietary information (collectively, "Proprietary
Information") of substantial importance to Forum or the third party. The Client
agrees to treat all Proprietary Information as proprietary to Forum and further
agrees that it shall maintain as confidential any Proprietary Information,
except as may be provided under this Agreement, and that breach by the Client of
this confidentiality obligation would cause irreparable injury to Forum.
3.3 Confidentiality.
(a) Each Party (for purposes of this Section 3.3, a "Receiving Party")
agrees to keep confidential all information disclosed by the other Party
(for purposes of this Section 3.3, a "Disclosing Party"), including,
without limitation all forms and types of financial, business, marketing,
operations, technical, economic and engineering information of the
Disclosing Party, whether tangible or intangible.
(b) Notwithstanding any provision of this Agreement to the contrary, the
Parties agree that the following information shall not be deemed
confidential information: (i) information that was known to the receiving
Party before receipt thereof from or on behalf of the Disclosing Party;
(ii) information that is disclosed to the Receiving Party by a third person
who has a right to make such disclosure without any obligation of
confidentiality to the Party seeking to enforce its rights under this
Section 3; (iii) information that is or becomes generally known in the
trade without violation of this Agreement by the Receiving Party; or (iv)
information that is independently developed by the Receiving Party or its
employees or affiliates without reference to the Disclosing Party's
information.
(c) Notwithstanding any provision of this Agreement to the contrary, Forum
may: (i) provide information to Forum's counsel and to Persons engaged by
Forum or the Client to provide services with respect to the Client; (ii)
provide information consistent with the Procedures or with operating
procedures that are customary with respect to the Services in the industry;
(iii) identify the Client as a client of Forum for Forum's sales and
marketing purposes; and (iv) provide information as approved by an
Authorized Person, provided, that (A) such approval shall not be
unreasonably withheld or delayed, and (B) Forum may release information
without approval of the Client if Forum is advised by counsel to Forum or
the Client that failure to do so will result in liability to Forum; and
provided, further, that, in such event Forum shall endeavor promptly to
advise the Client of such advice, to the extent practicable in advance of
any actual release of information.
(d) Forum acknowledges that certain Shareholder information made available
by the Client to Forum or otherwise maintained by Forum under this
Agreement may be deemed nonpublic personal information under the
Xxxxx-Xxxxx-Xxxxxx Act and other applicable privacy Laws (collectively,
"Privacy Laws"). Forum agrees (i) not to disclose or use such information
except as required to carry out its duties under the Agreement or as
otherwise permitted by law in the ordinary course of business; (ii) to
limit access to such information to authorized representatives of Forum and
the Client; (iii) to establish and maintain reasonable physical, electronic
and procedural safeguards to protect such information; and (iv) to
cooperate with the Client and provide reasonable assistance in ensuring
compliance with such Privacy Laws to the extent applicable to either or
both of the Parties.
SECTION 4. RESPONSIBILITY OF FORUM; INDEMNIFICATION; OTHER LIABILITY-RELATED
MATTERS
4.1. Responsibility of Forum; Limitations.
(a) Forum shall be under no duty to take any action under this Agreement
except as specifically set forth in this Agreement or as may be
specifically agreed to by Forum and the Client in a written amendment to
this Agreement.
(b) In performing the Services, Forum (i) shall act in good faith and shall
be obligated to exercise care and diligence; and (ii) may, without limiting
the generality of any other provision of this Agreement, rely on
Instructions, advice and information pursuant to Section 2.6;
(c) Notwithstanding anything in this Agreement to the contrary, Forum shall
be liable to the Client only for any damages arising out of Forum's failure
to perform its duties under this Agreement to the extent such damages were
caused solely and directly by Forum's willful misfeasance, bad faith, gross
negligence or reckless disregard of such duties.
(d) Forum shall not be liable for the delays or errors of Persons that
provide services to the Client or Forum (other than employees of Forum) or
of other Persons, including the failure by any such Person to provide
information to Forum when they have a duty to do so (irrespective of
whether that duty is owed specifically to Forum or a third party).
4.2 Indemnification; Notification of Claims.
(a) Notwithstanding anything in this Agreement to the contrary, Forum shall
not be responsible for, and the Client shall on behalf of each applicable
Fund or Class thereof, indemnify and hold harmless Forum, its employees,
directors, officers and managers and any person who controls Forum within
the meaning of section 15 of the Securities Act or section 20 of the
Securities Exchange Act of 1934, as amended, (for purposes of this Section
4.2(a), "Forum Indemnitees") from and against, any and all losses, damages,
costs, charges, reasonable counsel fees, payments, liability and other
expenses of every nature and character (including, but not limited to,
direct and indirect reasonable reprocessing costs) arising out of or
attributable to all and any of the following (for purposes of this Section
4.2(a), a "Forum Claim"):
(i) any action (or omission to act) of Forum or its agents taken in
connection with this Agreement; provided, that such action (or
omission to act) is taken in good faith and without willful
misfeasance, gross negligence or reckless disregard by Forum of its
duties and obligations under this Agreement;
(ii) any alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectuses or arising out of or based
upon any alleged omission to state a material fact required to be
stated in any one thereof or necessary to make the statements in any
one thereof not misleading, unless such statement or omission was made
in reliance upon, and in conformity with, information furnished in
writing to the Client in connection with the preparation of the
Registration Statement or exhibits to the Registration Statement by or
on behalf of Forum;
(iii)any material breach of the Client's agreements, representations,
warranties, and covenants in Sections 2.9 and 5.2 of this Agreement;
(iv) the Client's lack of good faith or the Client's gross negligence or
willful misfeasance;
(v) the reliance on or use by Forum or its agents or subcontractors of
information, records, documents or services which have been prepared,
maintained or performed by the Client or any other person or firm on
behalf of the Client, including but not limited to any Predecessor
Records provided pursuant to Section 2.9(b); or
(vi) the reliance on advice, Instructions, and other information, as set
forth in Section 2.6.
(b) After receipt of Forum's notice of termination under Section 6.2(c),
the Client shall indemnify and hold each Forum Indemnitee free and harmless
from and against any Forum Claim; provided, that the term Forum Claim for
purposes of this sentence shall mean any Forum Claim related to the matters
for which Forum has requested amendment to the Registration Statement and
for which the Client has not filed a Required Amendment, regardless of with
respect to such matters whether any statement in or omission from the
Registration Statement was made in reliance upon, or in conformity with,
information furnished to the Client by or on behalf of Forum
(c) Forum will indemnify, defend and hold the Client and its several
officers and members of its Governing Body and any person who controls the
Client within the meaning of section 15 of the Securities Act or section 20
of the Securities Exchange Act of 1934, as amended, (collectively, the
"Client Indemnitees" and, with the Forum Indemnitees, and "Indemnitee"),
free and harmless from and against any and all claims, demands, actions,
suits, judgments, liabilities, losses, damages, costs, charges, reasonable
counsel fees and other expenses of every nature and character (including
the cost of investigating or defending such claims, demands, actions, suits
or liabilities and any reasonable counsel fees incurred in connection
therewith), but only to the extent that such claims, demands, actions,
suits, judgments, liabilities, losses, damages, costs, charges, reasonable
counsel fees and other expenses result from, arise out of or are based upon
(for purposes of this Section 4.2(c), a "Client Claim" and, with a Forum
Claim, a "Claim"):
(i) any alleged untrue statement of a material fact contained in the
Registration Statement or Prospectus or any alleged omission of a
material fact required to be stated or necessary to make the
statements therein not misleading, if such statement or omission was
made in reliance upon, and in conformity with, information furnished
to the Client in writing in connection with the preparation of the
Registration Statement or Prospectus by or on behalf of Forum; or
(ii) any act of, or omission by, Forum for which Forum is adjudicated
liable pursuant to Section 4.1(c) hereof.
(d) The Client or Forum (for purpose of this Section 4.2(d), an
"indemnifying Party") may assume the defense of any suit brought to enforce
any Forum Claim or Client Claim, respectively, and may retain counsel
chosen by the indemnifying Party and approved by the other Party, which
approval shall not be unreasonably withheld or delayed. The indemnifying
Party shall advise the other Party that it will assume the defense of the
suit and retain counsel within ten (10) days of receipt of the notice of
the claim. If the indemnifying Party assumes the defense of any such suit
and retains counsel, the other Party shall bear the fees and expenses of
any additional counsel that they retain. If the indemnifying Party does not
assume the defense of any such suit, or if other Party does not approve of
counsel chosen by the indemnifying Party, or if the other Party has been
advised that it may have available defenses or claims that are not
available to or conflict with those available to the indemnifying Party,
the indemnifying Party will reimburse any Indemnitee named as defendant in
such suit for the reasonable fees and expenses of any counsel that the
Indemnitee retains. An Indemnitee shall not settle or confess any claim
without the prior written consent of the Client, which consent shall not be
unreasonably withheld or delayed.
(e) An indemnifying Party's obligation to provide indemnification under
this section is conditioned upon the indemnifying Party receiving notice of
any action brought against an Indemnitee within twenty (20) days after the
summons or other first legal process is served. Such notice shall refer to
the Person or Persons against whom the action is brought. The failure to
provide such notice shall not relieve the indemnifying Party any liability
that it may have to any Indemnitee except to the extent that the ability of
the party entitled to such notice to defend such action has been materially
adversely affected by the failure to provide notice.
(f) The provisions of this section and the parties' 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 any
Indemnitee and shall survive the sale and redemption of any Shares made
pursuant to subscriptions obtained by Forum. The indemnification provisions
of this section will inure exclusively to the benefit of each person that
may be an Indemnitee at any time and their respective successors and
assigns (it being intended that such persons be deemed to be third party
beneficiaries under this Agreement).
4.3 Other Liability-Related Matters. Notwithstanding anything in this Agreement
to the contrary except as specifically set forth below:
(a) Neither Party shall be liable for losses, delays, failure, errors,
interruption or loss of data occurring directly or indirectly by reason of
circumstances beyond its reasonable control, including, without limitation,
acts of God; action or inaction of civil or military authority; public
enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor
disputes; civil commotion; interruption, loss or malfunction of utilities,
transportation, computer or communications capabilities; insurrection; or
elements of nature;
(b) Neither Party shall be liable for any consequential, special or
indirect losses or damages suffered by the other Party, whether or not the
likelihood of such losses or damages was known by the Party;
(c) No affiliate, director, officer, employee, manager, shareholder,
partner, agent, counsel or consultant of either Party shall be liable at
law or in equity for the obligations of such Party under this Agreement or
for any damages suffered by the other Party related to this Agreement;
(d) No Shareholder or member of the Client's Governing Body may bring any
action under or in the name of the Client in connection with this Agreement
except as is specifically required to be permitted under applicable Law;
(e) Except as set forth in Section 4.2(f), there are no third party
beneficiaries of this Agreement;
(f) Each Party shall have a duty to mitigate damages for which the other
Party may become responsible;
(g) Except as defined as the Services provided by this Agreement, Forum
hereby disclaims all representations and warranties, express or implied,
made to the Client or any other Person, including, without limitation, any
warranties regarding quality, suitability, merchantability, fitness for a
particular purpose or otherwise (irrespective of any course of dealing,
custom or usage of trade), of any services or any goods provided incidental
to Services provided under this Agreement. Forum disclaims any warranty of
title or non-infringement except as otherwise set forth in this Agreement;
(i) The assets and liabilities of each Fund are separate and distinct from
the assets and liabilities of each other Fund, and no Fund shall be liable
or shall be charged for any debt, obligation or liability of any other
Fund, whether arising under this Agreement or otherwise; and in asserting
any rights or claims under this Agreement, Forum shall look only to the
assets and property of the Fund to which Forum's rights or claims relate in
settlement of such rights or claims; and
(h) Each Party agrees promptly to notify the other party of the
commencement of any litigation or proceeding of which it becomes aware
arising out of or in any way connected with the issuance or sale of Shares.
SECTION 5. REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of Forum. Forum represents and warrants to
the Client that:
(a) It is a limited liability company duly organized and existing and in
good standing under the laws of the State of Delaware;
(b) It is empowered under applicable Laws and by its Organic Documents to
enter into this Agreement and perform its obligations under this Agreement;
(c) All requisite limited liability company proceedings have been taken to
authorize it to enter into this Agreement and perform its obligations under
this Agreement;
(d) It has access to the necessary facilities, equipment, and personnel to
perform its duties and obligations under this Agreement;
(e) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of Forum, enforceable against Forum in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties; and
(f) It is registered under the 1934 Act with the SEC as a broker-dealer, it
is a member in good standing of the NASD, it will abide by the rules and
regulations of the NASD, and it will notify the Client if its membership in
the NASD is terminated or suspended.
5.2 Representations and Warranties of the Client. The Client represents and
warrants to Forum that:
(a) It is duly organized and existing and in good standing under the laws
of the jurisdiction of its organization;
(b) It is empowered under applicable Laws and by its Organic Documents to
enter into this Agreement and perform its obligations under this Agreement;
(c) All requisite corporate or similar proceedings have been taken to
authorize it to enter into this Agreement and perform its obligations under
this Agreement.
(d) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of the Client, enforceable against the Client
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties;
(e) With respect to all Shares from time to time being offered for sale to
the public, a Registration Statement is currently effective or will be
effective at the time of sale, and will remain effective, and all
appropriate Federal and State securities law filings have been made and
will continue to be made;
(f) The Prospectuses and, if Shares are offered for sale to the public,
Registration Statement, have been, and any amendment thereto will be, as
the case may be, carefully prepared in conformity with the requirements of
the Securities Act and the 1940 Act and the rules and regulations
thereunder, and all statements of fact contained or to be contained in the
Registration Statement or Prospectuses are or will be true and correct in
all material respects at the time indicated or on the effective date, as
the case may be; and neither the Registration Statement nor any Prospectus,
when they shall become effective or be authorized for use, 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 to a purchaser of Shares, except that no representation is
made with respect to information furnished to the Client with the written
approval of Forum expressly for use in the Registration Statement or
Prospectus;
(g) It will from time to time amend its Registration Statement or
Prospectuses as, in the light of then-current and then-prospective
developments, shall, in the opinion of its counsel, be necessary in order
to have the Registration Statement and Prospectuses at all times contain
all material facts required to be stated therein or necessary to make any
statements therein not misleading to a purchaser of Shares ("Required
Amendments");
(h) It shall not file any amendment to the Registration Statement or
Prospectuses without giving Forum reasonable advance notice thereof;
provided, however, that nothing contained in this Agreement shall in any
way limit the Client's right to file at any time such amendments to the
Registration Statement or Prospectuses, of whatever character, as the
Client may deem advisable, such right being in all respects absolute and
unconditional; and
(i) Any amendment to the Registration Statement or Prospectuses hereafter
filed will, when it becomes effective, contain all statements required to
be stated therein in accordance with the 1940 Act and the rules and
regulations thereunder; all statements of fact contained in the
Registration Statement or Prospectuses will be true and correct in all
material respects at the time indicated or on the effective date as the
case may be; and no such amendment, when it becomes effective, will include
an untrue statement of a material fact or will omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading to a purchaser of the Shares.
SECTION 6. COMPENSATION AND EXPENSES
6.1 Compensation.
Forum shall be entitled to no compensation or reimbursement of expenses for
the services provided by Forum pursuant to this Agreement. Forum may
receive compensation from the Client's Adviser related to its services
hereunder or for additional services as may be agreed to between the
Adviser and Forum.
6.2 Expenses.
(a) The Client shall bear the cost and expenses: (i) of the registration of
the Shares for sale under the Securities Act; (ii) of the registration or
qualification of the Shares for sale under the securities laws of the
various States; (iii) if necessary or advisable in connection therewith, of
qualifying the Client, the Funds or the Classes thereof (but not Forum) as
an issuer or as a broker or dealer, in such States as shall be selected by
the Client and Forum pursuant to Section 2.9(g) hereof; and (iv) payable to
each State for continuing registration or qualification therein until the
Client decides to discontinue registration or qualification pursuant to
Section 2.9(g) hereof.
(b) Forum shall pay all expenses relating to Forum's broker-dealer
qualification. Forum shall also pay all expenses incurred in providing
office space, equipment, and personnel as may be necessary or convenient to
provide the Services.
6.3 Other Compensation. Notwithstanding anything in this Agreement to the
contrary, Forum and its affiliates may receive compensation or reimbursement
from the Client and the Adviser with respect to any services not included under
this Agreement.
SECTION 7. EFFECTIVENESS, DURATION, TERMINATION; ADDITIONAL FUNDS AND CLASSES
7.1. Effectiveness. This Agreement shall become effective on the Effective Date,
and shall become effective with respect to each Fund or Class thereof on the
Services Commencement Date with respect to such Fund or Class.
7.2. Duration. This Agreement shall continue in effect with respect to the
Client until December 1, 2004 and thereafter shall continue in effect with
respect to a Fund until terminated; provided, that continuance is specifically
approved at least annually pursuant to Section 15 of the 1940 Act and otherwise
as required pursuant to any Plan.
7.3. Termination.
(a) This Agreement may be terminated at any time with respect to a Fund,
without the payment of any penalty, (i) by the Client's Governing Body or
by a vote of a majority of the outstanding voting securities of the Fund
or, with respect to each Class of a Fund for which there is an effective
Plan, a majority of members of the Client's Governing Body who do not have
any direct or indirect financial interest in any such Plan or in any
agreements related to the Plan, on sixty (60) days' written notice to Forum
or (ii) by Forum on sixty (60) days' written notice to the Client.
(b) This Agreement shall automatically terminate upon its assignment or
upon the termination of Forum's membership in the NASD.
(c) If the Client shall not file a Required Amendment to this Agreement
within fifteen days following receipt of a written request from Forum to do
so, Forum may, at its option, terminate this Agreement immediately.
7.4 Survival. The provisions of Sections 2.6, 2.8, 3.1(d), 3.2, 3.3, 4, 6.1,
6.2, 7 and 8 shall survive any termination of this Agreement.
7.5 Additional Funds and Classes.
(a) In the event that the Client requests Forum to provide services with
respect to one or more additional funds and/or classes of the Client after
the Effective Date, such funds and/or classes shall become Funds and/or
Classes under this Agreement for all purposes hereof upon the execution of
a joinder to this Agreement by the Client and Forum, which joinder shall
specify such Funds and/or Classes and the compensation due Forum for
providing Services with respect thereto.
(b) In the event that after the Effective Date the Client winds up one or
more Funds and/or Classes or otherwise terminates this Agreement with
respect to a Fund and its Classes, such Fund or Class shall from the date
of such winding up or termination no longer be deemed a Fund or Class under
this Agreement, provided, that the Client shall remain obligated pursuant
to Section 6 to make any payments for obligations incurred through the date
of termination respecting such Fund and its Classes, including any
obligations that specifically survive the termination of this Agreement
with respect to such Fund or Class.
SECTION 8. MISCELLANEOUS
8.1 Amendments. No provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized and executed by the
Parties; provided, that (i) the Client may amend Schedule 2 as permitted by
Section 2.6(d); and (ii) the Client and/or Forum may, as a result of the
addition or termination of a Fund or Class hereunder as contemplated by Section
7.5, amend Schedule 1 as permitted by Section 7.5.
8.2 Governing of Law. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the Laws of the State of
Delaware, without giving effect to the conflicts of laws, principles and rules
thereof.
8.3 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties hereto and supersedes any prior agreement with respect to the
subject matter hereof, whether oral or written.
8.4 Counterparts. This Agreement may be executed by the Parties hereto in any
number of counterparts, and all of the counterparts taken together shall be
deemed to constitute one and the same instrument.
8.5 Severability. If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and unaffected, and the rights and
obligations of the Parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
8.6 Headings. Section and paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
8.7 Notices and Other Communications; Electronic Records.
(a) Notices, requests, instructions and communications related to matters
described in Sections 7.1 to 7.6 of this Agreement shall be delivered in
writing as set forth below:
If to Forum:
Forum Fund Services, LLC
Two Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Fax: (000) 000-0000
Attn: Legal Department
If to Client:
Bridgeway Funds, Inc.
0000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Fax: 000-000-0000
Attn: Xxxxxx Xxxxxxxx
Notices received by the Parties at such addresses, or at such other
principle business addresses as they shall specify in writing, shall be
deemed to have been properly given.
(b) Other notices between the Parties and their agents and employees may be
sent in person, by telecopy, by mail or overnight courier, or through
electronic messages at such addresses as shall be specified by the Parties
or their agents.
(c) This Agreement and electronic signatures and records delivered and
maintained under the Agreement shall be effective to the fullest extent
permitted by Law, provided that references in this Agreement to written
approval or approval in writing of either Party shall be restricted to a
writing executed by a then-current executive officer of such Party. Each
Party agrees to maintain a copy of this Agreement and any amendments to
this Agreement for its records.
8.8 Interpleader. In the event of a dispute about any funds of the Client held
by Forum from time to time under this Agreement, Forum or its agents may
commence an action in interpleader and pay the disputed funds into a court of
competent jurisdiction, and the Client shall reimburse Forum for its reasonable
costs and expenses related to any such action in interpleader.
8.9. Certain Terms. The terms "vote of a majority of the outstanding voting
securities," "interested person," "affiliated person" and "assignment" shall
have the meanings ascribed thereto in the 1940 Act.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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 or representatives, as of the day and year first above written.
BRIDGEWAY FUNDS, INC.
By: _______________________________
Print Name: ________________________
Title: _____________________________
FORUM FUND SERVICES, LLC
By: _______________________________
Xxxx X. Xxxxxx
President
List of Schedules and Appendices that are part of this Agreement:
Schedule 1 Funds and Classes of the Client
Schedule 2 Authorized Persons
BRIDGEWAY FUNDS, INC.
DISTRIBUTION AGREEMENT
Schedule 1
Funds and Classes of the Client
As of the Effective Date:
------------------------------------------- ----------------------
Funds Classes
------------------------------------------- ----------------------
Bridgeway Ultra-Small Company Fund Class N
------------------------------------------- ----------------------
Bridgeway Ultra-Small Company Market Fund Class N
------------------------------------------- ----------------------
Bridgeway Micro-Cap Limited Fund Class N
------------------------------------------- ----------------------
Bridgeway Aggressive Investors 1 Fund Class N
------------------------------------------- ----------------------
Bridgeway Aggressive Investors 2 Fund Class N
------------------------------------------- ----------------------
Bridgeway Small-Cap Growth Fund Class N, Class R
------------------------------------------- ----------------------
Bridgeway Small-Cap Value Fund Class N, Class R
------------------------------------------- ----------------------
Bridgeway Large-Cap Growth Fund Class N, Class R
------------------------------------------- ----------------------
Bridgeway Large-Cap Value Fund Class N, Class R
------------------------------------------- ----------------------
Bridgeway Blue Chip 35 Index Fund Class N
------------------------------------------- ----------------------
Bridgeway Balanced Fund Class N
------------------------------------------- ----------------------
BRIDGEWAY FUNDS, INC.
DISTRIBUTION AGREEMENT
Schedule 2
Authorized Persons
1. Authorized Persons:
In addition to the officers (including assistant officers) of the Client, the
following persons are authorized to give Instructions to Forum with respect to
this Agreement:
------------------ --------------------------------------------------------
Name Title
------------------ --------------------------------------------------------
Xxxx Xxxxxxxxxx President and Director of Bridgeway Capital Mgmt
------------------ --------------------------------------------------------
Xxxxxxx Xxxxxxx Director of Bridgeway Capital Management
------------------ --------------------------------------------------------
Xxxx Xxxxxxx Treasurer of Bridgeway Capital Management
------------------ --------------------------------------------------------
Xxxx Rome Business Development of Bridgeway Capital Management
------------------ --------------------------------------------------------
Xxxxxx Xxxxxxxx Administration of Bridgeway Capital Management
------------------ --------------------------------------------------------
Xxxxx Xxxxxxx Chief Compliance Officer of Bridgeway Capital
Management and Bridgeway Funds, Inc.
------------------ --------------------------------------------------------
2. Authorized Persons of ________ (the Administrator):
The following persons are authorized to give Instructions to Forum with respect
to [DESCRIBE]:
---------------------------------- ---------------------------------------
Name Title
---------------------------------- ---------------------------------------
---------------------------------- ---------------------------------------
---------------------------------- ---------------------------------------
---------------------------------- ---------------------------------------
---------------------------------- ---------------------------------------
---------------------------------- ---------------------------------------
3. Change in Authorized Persons
Any change in Authorized Persons shall only be made in accordance with Section
2.6(d) of the Agreement.
