Exhibit 6
DISTRIBUTION AGREEMENT
Henssler Funds, Inc.
THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of
the 1st day of May, 1998 by and among Henssler Funds, Inc. (the
"Fund"), a Maryland corporation, Henssler Asset Management LLC
(the "Adviser"), a Maryland corporation, and Declaration
Distributors, Inc. (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
"Portfolio" or "Portfolios");
WHEREAS, the Adviser has been appointed investment adviser
to the Fund;
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"); and
WHEREAS, the Fund, the Adviser and the Distributor desire to
enter into this Agreement pursuant to which the Distributor will
provide distribution services to the Portfolios of the Fund
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 Fund, the Adviser and
the Distributor, intending to be legally bound hereby, agree as
follows:
1. APPOINTMENT OF DISTRIBUTOR. The Fund 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 Fund 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 Fund 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 Fund; (ii) to Shares which may
be offered by the Fund to its shareholders for reinvestment of
cash distributed from capital gains or net investment income of
the Fund; or (iii) to Shares which may be issued to shareholders
of other funds who exercise any exchange privilege set forth in
the Fund's Prospectus. Notwithstanding any other provision
hereof, the Fund 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. FUND DOCUMENTS. The Fund has provided the
Administrator with properly certified or authenticated copies of
the following Fund related documents in effect on the date
hereof: the Fund's organizational documents, including Articles
of Incorporation and By-Laws; the Fund's Registration Statement
on Form N-1A, including all exhibits thereto; the Fund's most
current Prospectus and Statement of Additional Information; and
resolutions of the Fund's Board of Directors authorizing the
appointment of the Distributor and approving this Agreement. The
Fund shall promptly provide to the Distributor copies, properly
certified or authenticated, of all amendments or supplements to
the foregoing. The Fund 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 Fund by its independent public
accountants. The Fund 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 Fund, 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 Fund or by another entity
on behalf of the Fund. 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 Fund or its
transfer agent for registration of the Shares purchased.
d. The Distributor shall also have the right to take,
as agent for the Fund, 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 Fund 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
Fund, and that it shall not undertake activities which, in its
judgment, would adversely affect the performance of its
obligations to the Fund under this Agreement.
f. The Distributor, as agent for the Fund, 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 Fund's Board of Directors. Such
distribution support services may also include: fulfillment
services, including telemarketing, printing, mailing and follow-
up tracking of sales leads; and licensing Adviser or Fund
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 Fund 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 Fund
agree as follows:
a. The Distributor shall comply with the Rules of
Fair Practice 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 Fund's most current Prospectus and
Statement of Additional Information, with respect to the public
offering price of the Shares.
c. The Fund 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 Fund 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 Fund's most 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 Fund 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 Fund and the
Distributor; transfer agent/shareholder servicing agent services;
supplying information, prices and other data to be furnished by
the Fund 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 Fund 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
Fund 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 Fund 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 Fund 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' 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 FUND'S NAME. Neither the Distributor nor any of
its affiliates shall use the name of the Fund or material
relating to the Fund 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 Fund; provided, however,
that the Fund 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 Fund 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 Fund 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 Fund 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, Director,
employee or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund (other
than services or business in connection with the Distributor's
duties hereunder), to be rendering such services to or acting
solely for the Fund 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 Fund 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 a Prospectus, Statement of
Additional Information, supplement thereto, sales literature or
other written information prepared by the Fund and provided by
the Fund 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 Fund 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 Fund, and each person who controls the Fund 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 Fund 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
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 Portfolios
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 Fund, 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 Fund 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 Fund 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 Fund (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 Fund.
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 two
years 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 Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the Fund, and
(ii) the vote of a majority of those Directors of the Fund who
are not interested persons of the Fund, 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 two
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 Directors who are not interested
persons of the Fund or by a vote of the majority of the
outstanding voting securities of the Fund, 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 Fund.
Upon the termination of this Agreement, the Fund 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 Fund designates a
successor to any of the Distributor's obligations hereunder, the
Distributor shall, at the expense and direction of the Fund,
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 Fund and shall not become effective unless
its terms have been approved by the majority of the Directors of
the Fund or by a "vote of majority of the outstanding voting
securities" of the Fund and by a majority of those Directors who
are not "interested persons" of the Fund or any party to this
Agreement.
19. NON-EXCLUSIVE SERVICES. The services of the
Distributor rendered to the Fund 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 Fund all
records and other information relating to the Fund and prior,
present 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
Fund.
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 Fund:
Henssler Funds, Inc.
C/O X. X. Xxxxxxxx & Associates, LTD.
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xx. Xxxx X. Xxxxxxxx,
President
(b) if to the Adviser:
Henssler Asset Management, LLC
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xx. Xxxx X. Xxxxxxxx,
President
(c) if to the Distributor:
Declaration Distributors, Inc.
000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxx, President
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.
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 counterparts, each of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
Henssler Funds, Inc.
By:
Xxxx X. Xxxxxxxx, President
Henssler Asset Management LLC
By:______________________________________
Xxxx X. Xxxxxxxx, President
Declaration Distributors, Inc.
By:______________________________________
Xxxxxxx X. Xxxxx, President
SCHEDULE A
Henssler Funds, Inc.
Portfolio and Fee Schedule
Portfolios covered by Distribution Agreement:
Henssler Equity Fund
Fees for distribution and distribution support
services on behalf of the Portfolios:
Included in fee schedule "Investment Company Services
Agreement", Schedule B,
Dated as of May 1, 1998.
SCHEDULE B
Distribution Support Services
1. Provide national broker dealer for Fund registration.
2. Review and submit for approval to the NASD all advertising
and promotional materials.
3. Maintain all books and records required by the NASD.
4. Subject to approval of Distributor, license personnel as
registered representatives of the Distributor to distribute
no load fund shares sponsored by the Adviser. (distribution
of load fund shares, additional cost to be negotiated)
5. Telemarketing services (additional cost- to be negotiated).
6. Fund fulfillment services, including sampling prospective
shareholders inquiries and related mailings (additional
cost- to be negotiated).
