Common use of of the 1940 Act Clause in Contracts

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your duties, (ii) by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: Fund Date Added: Xxxxx Xxxxxx Investment Series SB Growth & Income Fund Xxxxx Xxxxxx International Fund Xxxxx Xxxxxx Dividend Strategy Fund December 1, 2005

of the 1940 Act. You agree 10. The Trust agrees that in the event that neither the Manager nor any of its affiliates acts as an investment adviser to promptly notify the Investment Company Trust, the name of the Trust and each Fund will be changed to one that does not contain the name "Sun Capital," or "Sun Life" or otherwise suggest an affiliation with the Manager. 11. The Manager is an independent contractor and not an employee of the Trust for any purpose. If any occasion should you cease arise in which the Manager gives any advice to its clients concerning the shares of a Fund, the Manager will act solely as investment counsel for such clients and not in any way on behalf of the Trust or any series thereof. 12. This Agreement states the entire agreement of the parties hereto, and is intended to be such a member the complete and exclusive statement of the NASD through expulsion terms hereof. It may not be added to or otherwise changed orally, and may not be modified or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable. 713. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any This Agreement and all claims, demands, liabilities performance hereunder shall be governed by and expenses (including construed in accordance with the cost laws of investigating The Commonwealth of Massachusetts. 14. Any term or defending such claims, demands provision of this Agreement which is invalid or liabilities and unenforceable in any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your duties, (ii) by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fundjurisdiction shall, as described in Paragraph 4(i) to such jurisdiction be ineffective to the extent of this Amendment. The foregoing indemnification provisions supplement such invalidity or unenforceability without rendering invalid or unenforceable the indemnification provisions of the Agreement. The indemnifications remaining terms or provisions of this Amendment Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. 15. The parties to this Agreement acknowledge and agree that all liabilities arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the Fund affected thereby and that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. 16. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: Fund Date Added: Xxxxx Xxxxxx Investment Series SB Growth & Income Fund Xxxxx Xxxxxx International Fund Xxxxx Xxxxxx Dividend Strategy Fund December 1, 2005same instrument.

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your duties, (ii) by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series Funds Inc. By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: EXHIBIT A Fund Date Added: Xxxxx Xxxxxx Investment Series SB Funds Inc. -Xxxxx Xxxxxx Investment Grade Bond Fund -Xxxxx Xxxxxx Small Cap Growth & Income Fund Xxxxx -Xxxxx Xxxxxx International Multiple Discipline Funds -All Cap Growth and Value Fund Xxxxx Xxxxxx Dividend Strategy -Global All Cap Growth and Value Fund -Large Cap Growth and Value Fund Balanced All Cap Growth and Value Fund December 1, 20052005 EXHIBIT B

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your its duties, (ii) or by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series Managed Municipals Fund Inc. By: _________________________ _ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Citigroup Global Markets Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: EXHIBIT A Fund Date Added: Xxxxx Xxxxxx Investment Series SB Growth & Income Managed Municipals Fund Xxxxx Xxxxxx International Fund Xxxxx Xxxxxx Dividend Strategy Fund Inc. December 1, 20052005 EXHIBIT B SELECTED DEALER CONTRACT Xxxx Xxxxx Investor Services LLC [Name & address of dealer] Ladies and Gentlemen:

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your duties, (ii) by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Inc. By: _____________________________ Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer PFS Investments Inc. By: _____________________________ Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer Fund Date Added: Xxxxx Xxxxxx Investment Series SB Growth & Income Fund Xxxxx Xxxxxx International Fund Xxxxx Xxxxxx Dividend Strategy Fund December 1, 2005

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your its duties, (ii) or by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series Funds Inc. By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Citigroup Global Markets Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: EXHIBIT A Fund Date Added: Xxxxx Xxxxxx Investment Series SB Growth & Income Grade Bond Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds - Balanced All Cap Growth and Value Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds - Large Cap Growth and Value Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds - All Cap Growth and Value Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds - Global All Cap Growth and Value Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds - All Cap and International Fund D ecember 1, 2005 Xxxxx Xxxxxx Dividend Government Securities Fund December 1, 2005 Xxxxx Xxxxxx Xxxxxxxxxx Global Value Fund December 1, 2005 Xxxxx Xxxxxx Real Return Strategy Fund December 1, 2005 Xxxxx Xxxxxx Small Cap Growth Fund December 1, 2005 Xxxxx Xxxxxx Small Cap Value Fund December 1, 2005

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your its duties, (ii) or by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series Funds Inc. By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Citigroup Global Markets Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: EXHIBIT A Fund Date Added: Xxxxx Xxxxxx Investment Series SB Growth & Income Grade Bond Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds Balanced All Cap Growth and Value Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds Large Cap Growth and Value Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds All Cap Growth and Value Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds Global All Cap Growth and Value Fund December 1, 2005 Xxxxx Xxxxxx Multiple Discipline Funds All Cap and International Fund December 1, 2005 Xxxxx Xxxxxx Dividend Government Securities Fund December 1, 2005 Xxxxx Xxxxxx Xxxxxxxxxx Global Value Fund December 1, 2005 Xxxxx Xxxxxx Real Return Strategy Fund December 1, 2005 Xxxxx Xxxxxx Small Cap Growth Fund December 1, 2005 Xxxxx Xxxxxx Small Cap Value Fund December 1, 2005

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your duties, (ii) by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series Aggressive Growth Fund Inc. By: _________________________ /s/ R. Xxx Xxxxxx Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: EXHIBIT A Fund Date Added: Xxxxx Xxxxxx Investment Series SB Aggressive Growth & Income Fund Xxxxx Xxxxxx International Fund Xxxxx Xxxxxx Dividend Strategy Fund Inc. December 1, 20052005 EXHIBIT B DEALER AGREEMENT SELECTED DEALER CONTRACT Xxxx Xxxxx Investor Services LLC [Name & address of dealer] Ladies and Gentlemen:

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your duties, (ii) by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement greement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series Funds Inc. By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: EXHIBIT A Fund Date Added: Xxxxx Xxxxxx Investment Series SB Funds Inc. -Xxxxx Xxxxxx Investment Grade Bond Fund -Xxxxx Xxxxxx Small Cap Growth & Income Fund Xxxxx -Xxxxx Xxxxxx International Multiple Discipline Funds -All Cap Growth and Value Fund Xxxxx Xxxxxx Dividend Strategy -Global All Cap Growth and Value Fund -Large Cap Growth and Value Fund Balanced All Cap Growth and Value Fund December 1, 20052005 EXHIBIT B

of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your duties, (ii) by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series Managed Municipals Fund Inc. By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: EXHIBIT A Fund Date Added: Xxxxx Xxxxxx Investment Series SB Growth & Income Managed Municipals Fund Xxxxx Xxxxxx International Fund Xxxxx Xxxxxx Dividend Strategy Fund Inc. December 1, 20052005 EXHIBIT B SELECTED DEALER CONTRACT Xxxx Xxxxx Investor Services LLC [Name & address of dealer] Ladies and Gentlemen: