DISTRIBUTION AGREEMENT
between
INCAP SECURITIES, INC.
and
CONESTOGA FUNDS
and
CONESTOGA CAPITAL ADVISORS, LLC
October 1, 2002
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 1st day
of October, 2002 by and among Conesotga Funds (the "Fund"), a Delaware
business trust, Conestoga Capital Advisors, LLC (the "Adviser"), a Delaware
limited liability company, and InCap Securities, Inc. ("InCap" or the
"Distributor"), a Pennsylvania corporation.
WITNESSETH THAT:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and has registered its shares of common stock (the "Shares") under the
Securities Act of 1933, as amended (the "1933 Act") in one or more distinct
series of Shares (the "Fund" or the "Funds");
WHEREAS, the Adviser has been appointed investment adviser to the Trust;
WHEREAS, the Distributor is a broker-dealer registered with the U.S.
Securities and Exchange Commission (the "SEC") and a member in good standing
of the National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, the Trust has adopted a plan of distribution (the "Distribution
Plan") pursuant to Rule 12b-1 under the 1940 Act relating to the payment by
the Trust of distribution expenses; and
WHEREAS, the Trust, the Adviser and the Distributor desire to enter into
this Agreement pursuant to which the Distributor will provide distribution
services to the Funds as identified on Schedule A, as may be amended from time
to time, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust, the Adviser and the Distributor,
intending to be legally bound hereby, agree as follows:
1. Appointment of Distributor. The Trust hereby appoints the Distributor
as its exclusive agent for the distribution of the Shares, and the Distributor
hereby accepts such appointment under the terms of this Agreement. The Trust
shall not sell any Shares to any person except to fill orders for the Shares
received through the Distributor; provided, however, that the foregoing
exclusive right shall not apply: (i) to Shares issued or sold in connection
with the merger or consolidation of any other investment company with the
Trust or the acquisition by purchase or otherwise of all or substantially all
of the assets of any investment company or substantially all of the
outstanding shares of any such company by the Trust; (ii) to Shares which may
be offered by the Trust to its shareholders for reinvestment of cash
distributed from capital gains or net investment income of the Trust; or (iii)
to Shares which may be issued to shareholders of other funds who exercise any
exchange privilege set forth in the Trust's Prospectus. Notwithstanding any
other provision hereof, the Trust may terminate, suspend, or withdraw the
offering of the Shares whenever, in its sole discretion, it deems such action
to be
desirable, and the Distributor shall process no further orders for Shares
after it receives notice of such termination, suspension or withdrawal.
2. Trust Documents. The Trust has provided the Administrator with
properly certified or authenticated copies of the following Trust related
documents in effect on the date hereof: the Trust's organizational documents,
including Articles of Incorporation and by-laws; the Trust's Registration
Statement on Form N-1A, including all exhibits thereto; the Trust's most
current Prospectus and Statement of Additional Information; and resolutions of
the Trust's Board of Trustees authorizing the appointment of the Distributor
and approving this Agreement. The Trust shall promptly provide to the
Distributor copies, properly certified or authenticated, of all amendments or
supplements to the foregoing. The Trust shall provide to the Distributor
copies of all other information which the Distributor may reasonably request
for use in connection with the distribution of Shares, including, but not
limited to, a certified copy of all financial statements prepared for the
Trust by its independent public accountants. The Trust shall also supply the
Distributor with such number of copies of the current Prospectus, Statement of
Additional Information and shareholder reports as the Distributor shall
reasonably request.
3. Distribution Services. The Distributor shall sell and repurchase
Shares as set forth below, subject to the registration requirements of the
1933 Act and the rules and regulations thereunder, and the laws governing the
sale of securities in the various states ("Blue Sky Laws"):
a. The Distributor, as agent for the Trust, shall sell Shares to
the public against orders therefor at the public offering price, which shall
be the net asset value of the Shares then in effect.
b. The net asset value of the Shares shall be determined in the
manner provided in the then current Prospectus and Statement of Additional
Information. The net asset value of the Shares shall be calculated by the
Trust or by another entity on behalf of the Trust. The Distributor shall have
no duty to inquire into or liability for the accuracy of the net asset value
per Share as calculated.
c. Upon receipt of purchase instructions, the Distributor shall
transmit such instructions to the Trust or its transfer agent for registration
of the Shares purchased.
d. The Distributor shall also have the right to take, as agent for
the Trust, all actions which, in the Distributor's judgment, are necessary to
effect the distribution of Shares.
e. Nothing in this Agreement shall prevent the Distributor or any
"affiliated person" from buying, selling or trading any securities for its or
their own account or for the accounts of others for whom it or they may be
acting; provided, however, that the Distributor expressly agrees that it shall
not for its own account purchase any Shares of the Trust except for investment
purposes and that it shall not for its own account sell any such Shares except
for redemption of such Shares by the Trust, and that it shall not undertake
activities which, in its judgment, would adversely affect the performance of
its obligations to the Trust under this Agreement.
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f. The Distributor, as agent for the Trust, shall repurchase
Shares at such prices and upon such terms and conditions as shall be specified
in the Prospectus.
4. Distribution Support Services. In addition to the sale and repurchase
of Shares, the Distributor shall perform the distribution support services set
forth on Schedule B attached hereto, as may be amended from time to time. Such
distribution support services shall include: Review of sales and marketing
literature and submission to the NASD; NASD recordkeeping; and quarterly
reports to the Trust's Board of Trustees. Such distribution support services
may also include: fulfillment services, including telemarketing, printing,
mailing and follow-up tracking of sales leads; and licensing Adviser or Trust
personnel as registered representatives of the Distributor and related
supervisory activities.
5. Reasonable Efforts. The Distributor shall use all reasonable efforts
in connection with the distribution of Shares. The Distributor shall have no
obligation to sell any specific number of Shares and shall only sell Shares
against orders received therefor. The Trust shall retain the right to refuse
at any time to sell any of its Shares for any reason deemed adequate by it.
6. Compliance. In furtherance of the distribution services being
provided hereunder, the Distributor and the Trust agree as follows:
a. The Distributor shall comply with the Code of Conduct of the
NASD and the securities laws of any jurisdiction in which it sells, directly
or indirectly, Shares.
b. The Distributor shall require each dealer with whom the
Distributor has a selling agreement to conform to the applicable provisions of
the Trust's most current Prospectus and Statement of Additional Information,
with respect to the public offering price of the Shares.
c. The Trust agrees to furnish to the Distributor sufficient
copies of any agreements, plans, communications with the public or other
materials it intends to use in connection with any sales of Shares in a timely
manner in order to allow the Distributor to review, approve and file such
materials with the appropriate regulatory authorities and obtain clearance for
use. The Trust agrees not to use any such materials until so filed and cleared
for use by appropriate authorities and the Distributor.
d. The Distributor, at its own expense, shall qualify as a broker
or dealer, or otherwise, under all applicable Federal or state laws required
to permit the sale of Shares in such states as shall be mutually agreed upon
by the parties; provided, however that the Distributor shall have no
obligation to register as a broker or dealer under the Blue Sky Laws of any
jurisdiction if it determines that registering or maintaining registration in
such jurisdiction would be uneconomical.
e. The Distributor shall not, in connection with any sale or
solicitation of a sale of the Shares, or make or authorize any representative,
service organization, broker or dealer to make, any representations concerning
the Shares except those contained in the Trust's most
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current Prospectus covering the Shares and in communications with the public
or sales materials approved by the Distributor as information supplemental to
such Prospectus.
7. Expenses. Expenses shall be allocated as follows:
a. The Trust shall bear the following expenses: preparation,
setting in type, and printing of sufficient copies of the Prospectus and
Statement of Additional Information for distribution to existing shareholders;
preparation and printing of reports and other communications to existing
shareholders; distribution of copies of the Prospectus, Statement of
Additional Information and all other communications to existing shareholders;
registration of the Shares under the Federal securities laws; qualification of
the Shares for sale in the jurisdictions mutually agreed upon by the Trust and
the Distributor; transfer agent/shareholder servicing agent services;
supplying information, prices and other data to be furnished by the Trust
under this Agreement; and any original issue taxes or transfer taxes
applicable to the sale or delivery of the Shares or certificates therefor.
b. The Adviser shall pay all other expenses incident to the sale
and distribution of the Shares sold hereunder, including, without limitation:
printing and distributing copies of the Prospectus, Statement of Additional
Information and reports prepared for use in connection with the offering of
Shares for sale to the public; advertising in connection with such offering,
including public relations services, sales presentations, media charges,
preparation, printing and mailing of advertising and sales literature; data
processing necessary to support a distribution effort; distribution and
shareholder servicing activities of broker-dealers and other financial
institutions; filing fees required by regulatory authorities for sales
literature and advertising materials; any additional out-of-pocket expenses
incurred in connection with the foregoing and any other costs of distribution.
8. Compensation. For the distribution and distribution support services
provided by the Distributor pursuant to the terms of the Agreement, the
Adviser shall pay to the Distributor the compensation set forth in Schedule A
attached hereto, which schedule may be amended from time to time. The Adviser
shall also reimburse the Distributor for its out-of-pocket expenses related to
the performance of its duties hereunder, including, without limitation,
telecommunications charges, postage and delivery charges, record retention
costs, reproduction charges and traveling and lodging expenses incurred by
officers and employees of the Distributor. The Adviser shall pay the
Distributor's monthly invoices for distribution fees and out-of-pocket
expenses within five days of the respective month-end. If this Agreement
becomes effective subsequent to the first day of the month or terminates
before the last day of the month, the Adviser shall pay to the Distributor a
distribution fee that is prorated for that part of the month in which this
Agreement is in effect. All rights of compensation and reimbursement under
this Agreement for services performed by the Distributor as of the termination
date shall survive the termination of this Agreement.
9. Use of Distributor's Name. The Trust shall not use the name of the
Distributor or any of its affiliates in the Prospectus, Statement of
Additional Information, sales literature or other material relating to the
Trust in a manner not approved prior thereto in writing by the Distributor;
provided, however, that the Distributor shall approve all uses of its and its
affiliates'
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names that merely refer in accurate terms to their appointments or that are
required by the Securities and Exchange Commission (the "SEC") or any state
securities commission; and further provided, that in no event shall such
approval be unreasonably withheld.
10. Use of Trust's Name. Neither the Distributor nor any of its
affiliates shall use the name of the Trust or material relating to the Trust
on any forms (including any checks, bank drafts or bank statements) for other
than internal use in a manner not approved prior thereto by the Trust;
provided, however, that the Trust shall approve all uses of its name that
merely refer in accurate terms to the appointment of the Distributor hereunder
or that are required by the SEC or any state securities commission; and
further provided, that in no event shall such approval be unreasonably
withheld.
11. Liability of Distributor. The duties of the Distributor shall be
limited to those expressly set forth herein, and no implied duties are assumed
by or may be asserted against the Distributor hereunder. The Distributor shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the matters to which this Agreement
relates, except to the extent of a loss resulting from willful misfeasance,
bad faith or gross negligence, or reckless disregard of its obligations and
duties under this Agreement. As used in this Section 9 and in Section 10
(except the second paragraph of Section 10), the term "Distributor" shall
include directors, officers, employees and other agents of the Distributor.
12. Indemnification of Distributor. The Trust shall indemnify and hold
harmless the Distributor against any and all liabilities, losses, damages,
claims and expenses (including, without limitation, reasonable attorneys' fees
and disbursements and investigation expenses incident thereto) which the
Distributor may incur or be required to pay hereafter, in connection with any
action, suit or other proceeding, whether civil or criminal, before any court
or administrative or legislative body, in which the Distributor may be
involved as a party or otherwise or with which the Distributor may be
threatened, by reason of the offer or sale of the Trust shares prior to the
effective date of this Agreement.
Any director, officer, employee, shareholder or agent of the
Distributor who may be or become an officer, Trustee, employee or agent of the
Trust, shall be deemed, when rendering services to the Trust or acting on any
business of the Trust (other than services or business in connection with the
Distributor's duties hereunder), to be rendering such services to or acting
solely for the Trust and not as a director, officer, employee, shareholder or
agent, or one under the control or direction of the Distributor, even though
receiving a salary from the Distributor.
The Trust agrees to indemnify and hold harmless the Distributor,
and each person, who controls the Distributor within the meaning of Section 15
of the 1933 Act, or Section 20 of the Securities Exchange Act of 1934, as
amended ("1934 Act"), against any and all liabilities, losses, damages, claims
and expenses, joint or several (including, without limitation, reasonable
attorneys' fees and disbursements and investigation expenses incident thereto)
to which they, or any of them, may become subject under the 1933 Act, the 1934
Act, the 1940 Act or other Federal or state laws or regulations, at common law
or otherwise, insofar as such liabilities, losses, damages, claims and
expenses (or actions, suits or proceedings in respect thereof) arise out of or
relate to any untrue statement or alleged untrue statement of a material fact
contained in
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a Prospectus, Statement of Additional Information, supplement thereto, sales
literature or other written information prepared by the Trust and provided by
the Trust to the Distributor for the Distributor's use hereunder, or arise out
of or relate to any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading. The Distributor (or any person controlling the Distributor)
shall not be entitled to indemnity hereunder for any liabilities, losses,
damages, claims or expenses (or actions, suits or proceedings in respect
thereof) resulting from (i) an untrue statement or omission or alleged untrue
statement or omission made in the Prospectus, Statement of Additional
Information, or supplement, sales or other literature, in reliance upon and in
conformity with information furnished in writing to the Trust by the
Distributor specifically for use therein or (ii) the Distributor's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties
and obligations in the performance of this Agreement.
The Distributor agrees to indemnify and hold harmless the Trust,
and each person who controls the Trust within the meaning of Section 15 of the
1933 Act, or Section 20 of the 1934 Act, against any and all liabilities,
losses, damages, claims and expenses, joint or several (including, without
limitation reasonable attorneys' fees and disbursements and investigation
expenses incident thereto) to which they, or any of them, may become subject
under the 1933 Act, the 1934 Act, the 1940 Act or other Federal or state laws,
at common law or otherwise, insofar as such liabilities, losses, damages,
claims or expenses arise out of or relate to any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus or Statement
of Additional Information or any supplement thereto, or arise out of or relate
to any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, if based upon information furnished in writing to the Trust by the
Distributor specifically for use therein.
A party seeking indemnification hereunder (the "Indemnitee") shall
give prompt written notice to the party from whom indemnification is sought
("Indemnitor") of a written assertion or claim of any threatened or pending
legal proceeding which may be subject to indemnity under this Section;
provided, however, that failure to notify the Indemnitor of such written
assertion or claim shall not relieve the Indemnitor of any liability arising
from this Section. The Indemnitor shall be entitled, if it so elects, to
assume the defense of any suit brought to enforce a claim subject to this
Indemnity and such defense shall be conducted by counsel chosen by the
Indemnitor and satisfactory to the Indemnitee; provided, however, that if the
defendants include both the Indemnitee and the Indemnitor, and the Indemnitee
shall have reasonably concluded that there may be one or more legal defenses
available to it which are different from or additional to those available to
the Indemnitor ("conflict of interest"), the Indemnitor shall not have the
right to elect to defend such claim on behalf of the Indemnitee, and the
Indemnitee shall have the right to select separate counsel to defend such
claim on behalf of the Indemnitee. In the event that the Indemnitor elects to
assume the defense of any suit pursuant to the preceding sentence and retains
counsel satisfactory to the Indemnitee, the Indemnitee shall bear the fees and
expenses of additional counsel retained by it, except for reasonable
investigation costs which shall be borne by the Indemnitor. If the Indemnitor
(i) does not elect to assume the defense of a claim, (ii) elects to assume the
defense of a claim but chooses counsel that is not satisfactory to the
Indemnitee or (iii) has no right to assume the defense of a claim because of a
conflict of interest, the Indemnitor shall advance or reimburse the
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Indemnitee, at the election of the Indemnitee, reasonable fees and
disbursements of any counsel retained by Indemnitee, including reasonable
investigation costs.
13. Dual Employees. The Adviser agrees that only its employees who are
registered representatives of the Distributor ("dual employees") shall offer
or sell Shares of the Funds and further agrees that the activities of any such
employees as registered representatives of the Distributor shall be limited to
offering and selling Shares. If there are dual employees, one employee of the
Adviser shall register as a principal of the Distributor and assist the
Distributor in monitoring the marketing and sales activities of the dual
employees. The Adviser shall maintain errors and omissions and fidelity bond
insurance policies providing reasonable coverage for its employees activities
and shall provide copies of such policies to the Distributor. The Adviser
shall indemnify and hold harmless the Distributor against any and all
liabilities, losses, damages, claims and expenses (including reasonable
attorneys' fees and disbursements and investigation costs incident thereto)
arising from or related to the Adviser's employees' activities as registered
representatives of the Distributor, including, without limitation, any and all
such liabilities, losses, damages, claims and expenses arising from or related
to the breach by such dual employees of any rules or regulations of the NASD
or SEC.
14. Force Majeure. The Distributor shall not be liable for any delays or
errors occurring by reason of circumstances not reasonably foreseeable and
beyond its control, including, but not limited, to acts of civil or military
authority, national emergencies, work stoppages, fire, flood, catastrophe,
acts of God, insurrection, war, riot or failure of communication or power
supply. In the event of equipment breakdowns which are beyond the reasonable
control of the Distributor and not primarily attributable to the failure of
the Distributor to reasonably maintain or provide for the maintenance of such
equipment, the Distributor shall, at no additional expense to the Trust, take
reasonable steps in good faith to minimize service interruptions, but shall
have no liability with respect thereto.
15. Scope of Duties. The Distributor and the Trust shall regularly
consult with each other regarding the Distributor's performance of its
obligations and its compensation under the foregoing provisions. In connection
therewith, the Trust shall submit to the Distributor at a reasonable time in
advance of filing with the SEC copies of any amended or supplemented
Registration Statement of the Trust (including exhibits) under the 1940 Act
and the 1933 Act, and at a reasonable time in advance of their proposed use,
copies of any amended or supplemented forms relating to any plan, program or
service offered by the Trust. Any change in such materials that would require
any change in the Distributor's obligations under the foregoing provisions
shall be subject to the Distributor's approval. In the event that a change in
such documents or in the procedures contained therein increases the cost or
burden to the Distributor of performing its obligations hereunder, the
Distributor shall be entitled to receive reasonable compensation therefore.
16. Duration. This Agreement shall become effective as of the date first
above written, and shall continue in force for one (1) year from that date and
thereafter from year to year, provided continuance is approved at least
annually by either (i) the vote of a majority of the Trustees of the Trust, or
by the vote of a majority of the outstanding voting securities of the Trust,
and (ii) the vote of a majority of those Trustees of the Trust who are not
interested persons
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of the Trust, and who are not parties to this Agreement or interested persons
of any such party, cast in person at a meeting called for the purpose of
voting on the approval.
17. Termination. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of
its assignment.
b. This Agreement shall terminate upon the failure to approve the
continuance of the Agreement after the initial one (1) year term as set forth
in Section 14 above.
c. This Agreement shall terminate at any time upon a vote of the
majority of the Trustees who are not interested persons of the Trust or by a
vote of the majority of the outstanding voting securities of the Trust, upon
not less than 60 days prior written notice to the Distributor.
d. The Distributor may terminate this Agreement upon not less than
60 days prior written notice to the Trust.
Upon the termination of this Agreement, the Trust shall pay to the
Distributor such compensation and out-of-pocket expenses as may be payable for
the period prior to the effective date of such termination. In the event that
the Trust designates a successor to any of the Distributor's obligations
hereunder, the Distributor shall, at the expense and direction of the Trust,
transfer to such successor all relevant books, records and other data
established or maintained by the Distributor pursuant to the foregoing
provisions.
Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25 and 26
shall survive any termination of this Agreement.
18. Amendment. The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a written
instrument signed by the Distributor and the Trust and shall not become
effective unless its terms have been approved by the majority of the Trustees
of the Trust or by a "vote of majority of the outstanding voting securities"
of the Trust and by a majority of those Trustees who are not "interested
persons" of the Trust or any party to this Agreement.
19. Non-exclusive Services. The services of the Distributor rendered to
the Trust are not exclusive. The Distributor may render such services to any
other investment company.
20. Definitions. As used in this Agreement, the terms "vote of a
majority of the outstanding voting securities," "assignment," "interested
person" and "affiliated person" shall have the respective meanings specified
in the 1940 Act and the rules enacted thereunder as now in effect or hereafter
amended.
21. Confidentiality. The Distributor shall treat confidentially and as
proprietary information of the Trust all records and other information
relating to the Trust and prior, present
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or potential shareholders and shall not use such records and information for
any purpose other than performance of its responsibilities and duties
hereunder, except as may be required by administrative or judicial tribunals
or as requested by the Trust.
22. Notice. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand or
upon receipt if sent by certified or registered mail (postage prepaid and
return receipt requested) or by a nationally recognized overnight courier
service (appropriately marked for overnight delivery) or upon transmission if
sent by telex or facsimile (with request for immediate confirmation of receipt
in a manner customary for communications of such respective type and with
physical delivery of the communication being made by one or the other means
specified in this Section 20 as promptly as practicable thereafter). Notices
shall be addressed as follows:
(a) if to the Trust:
Conestoga Funds
Five Tower Bridge
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
Attn: W. Xxxxxxxxxxx Xxxxxxx
Chairman and CEO
(b) if to the Adviser:
Conestoga Capital Advisors, LLC
Five Tower Bridge
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxx, Xx.
Managing Partner
(c) if to the Distributor:
InCap Securities, Inc.
000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Chief Executive Officer
or to such other respective addresses as the parties shall designate by like
notice, provided that notice of a change of address shall be effective only
upon receipt thereof.
23. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
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24. Governing Law. This Agreement shall be administered, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania to
the extent that such laws are not preempted by the provisions of any law of
the United States heretofore or hereafter enacted, as the same may be amended
from time to time.
25. Entire Agreement. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior written or oral
agreements and understandings with respect thereto.
26. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction. This Agreement may be executed in two or
more counterparts, each of which taken together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
CONESTOGA FUNDS
By: /s/ W. Xxxxxxxxxxx Xxxxxxx
--------------------------------------------
W. Xxxxxxxxxxx Xxxxxxx, Chairman and CEO
CONESTOGA CAPITAL ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
--------------------------------------------
Xxxxxxx X. Xxxxxxxxxx, Xx., Managing Partner
INCAP SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxx, Chief Executive Officer
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SCHEDULE A
to
DISTRIBUTION AGREEMENT
between INCAP SECURITIES, INC., CONESTOGA FUNDS
and CONESTOGA CAPITAL ADVISORS, LLC
Fund and Fee Schedule
---------------------
Portfolios covered by Distribution Agreement:
Conestoga Small Cap Fund
Fees for distribution and distribution support
services on behalf of the Fund:
up to $12,000 Annual Fee
Plus out- of- pocket expenses to include, but not limited to: travel,
printing, postage, telephone, registration fees for Adviser/ Trust personnel,
broker/ dealer fees specific to Adviser/ Trust, and other standard
miscellaneous items.
Dated: October 1, 2002
SCHEDULE B
to
DISTRIBUTION AGREEMENT
between INCAP SECURITIES, INC., CONESTOGA FUNDS
and CONESTOGA CAPITAL ADVISORS, LLC
Distribution Support Services
-----------------------------
1. Provide national broker dealer for Trust registration.
2. Review and submit for approval all advertising and promotional
materials.
3. Maintain all books and records required by the NASD.
4. Monitor Distribution Plan and report to Board of Trustees.
5. Prepare quarterly reports to Board of Trustees relating to distribution
activities.
6. Subject to approval of Distributor, license personnel as registered
representatives of the Distributor (additional cost- to be negotiated).
7. Telemarketing services (additional cost- to be negotiated).
8. Trust fulfillment services, including sampling prospective shareholders
inquiries and related mailings (additional cost- to be negotiated).
Dated: October 1, 2002