Exhibit (e) under Form N-1A
Exhibit 1 under Item 601/ Reg. S-K
DISTRIBUTOR'S CONTRACT
This contract is made this 1st day of June 1, 2002, by and between
Edgewood Services, Inc. ("Edgewood"), a New York corporation, and Golden Oak(R)
Family of Funds (the "Investment Company") a Delaware business trust having
its principal office and place of business at 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Investment Company hereby appoints Edgewood as its agent to sell
and distribute shares of the Investment Company which may be offered in
one or more portfolios (the "Funds") consisting of one or more classes
(the "Classes") of shares (the "Shares"), as described and set forth on
one or more exhibits to this Agreement, at the current offering price
thereof as described and set forth in the current Prospectuses of the
Investment Company. Edgewood hereby accepts such appointment and
agrees to provide such other services for the Investment Company, if
any, and accept such compensation from the Investment Company, if any,
as set forth in the applicable exhibits to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever
in the judgment of the Investment Company it is in its best interest to
do so.
3. Neither Edgewood nor any other person is authorized by the Investment
Company to give any information or to make any representation relative
to any Shares other than those contained in the Registration Statement,
Prospectuses, or Statements of Additional Information ("SAIs") filed
with the Securities and Exchange Commission, as the same may be amended
from time to time, or in any supplemental information to said
Prospectuses or SAIs approved by the Investment Company. Edgewood
agrees that any other information or representations other than those
specified above which it or any dealer or other person who purchases
Shares through Edgewood may make in connection with the offer or sale
of Shares, shall be made entirely without liability on the part of the
Investment Company. No person or dealer, other than Edgewood, is
authorized to act as agent for the Investment Company for any purpose.
Edgewood agrees that in offering or selling Shares as agent of the
Investment Company, it will, in all respects, duly conform to all
applicable state and federal laws and the rules and regulations of the
National Association of Securities Dealers, Inc., including its Conduct
Rules. Edgewood will submit to the Investment Company copies of all
sales literature before using the same and will not use such sales
literature if disapproved by the Investment Company.
4. This Agreement is effective with respect to each Fund and each Class,
as applicable, as of the date of execution of the applicable exhibit
and shall continue in effect with respect to each Fund or Class
presently set forth on an exhibit and any subsequent Funds or Classes
added pursuant to an exhibit during the initial term of this Agreement
for one year from the date set forth above, and thereafter for
successive periods of one year if such continuance is approved at least
annually by the Trustees of the Investment Company including a majority
of the members of the Board of Trustees of the Investment Company who
are not "interested persons" (as that term is defined by the Investment
Company Act of 1940 ("1940 Act")) of the Investment Company and have no
direct or indirect financial interest in the operation of any
Distribution Plan relating to the Investment Company or in any related
documents to such Plan ("Independent Trustees") cast in person at a
meeting called for that purpose. If a Fund or Class is added after the
first annual approval by the Trustees as described above, this
Agreement will be effective as to that Fund or Class upon execution of
the applicable exhibit and will continue in effect until the next
annual approval of this Agreement by the Trustees and thereafter for
successive periods of one year, subject to approval as described above.
5. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of a
majority of the Independent Trustees or by a majority of the
outstanding voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to any other party to this
Agreement. This Agreement may be terminated with regard to a
particular Fund or Class by Edgewood on sixty (60) days' written notice
to the Investment Company.
6. This Agreement may not be assigned by Edgewood and shall automatically
terminate in the event of an assignment by Edgewood as defined in the
1940 Act, provided, however, that Edgewood may employ such other
person, persons, corporation or corporations as it shall determine in
order to assist it in carrying out its duties under this Agreement.
7. Edgewood shall not be liable to the Investment Company for anything
done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed by this Agreement.
8. This Agreement may be amended at any time by mutual agreement in
writing of all the parties hereto, provided that such amendment is
approved by the Trustees of the Investment Company, including a
majority of the Independent Trustees of the Investment Company cast in
person at a meeting called for that purpose.
9. This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
10.(a) Subject to the conditions set forth below, the Investment Company
agrees to indemnify and hold harmless Edgewood and each person, if
any, who controls Edgewood within the meaning of Section 15 of the
Securities Act of 1933 and Section 20 of the Securities and
Exchange Act of 1934 against any and all loss, liability, claim,
damage and expense whatsoever (including but not limited to any and
all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based upon
any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, Prospectuses or SAIs (as
they may be amended or supplemented from time to time), or the
omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in
reliance upon and in conformity with written information furnished
to the Investment Company about Edgewood by or on behalf of
Edgewood expressly for use in the Registration Statement,
Prospectuses or SAIs, or any amendment or supplement thereto.
If any action is brought against Edgewood or any controlling person
thereof with respect to which indemnity may be sought against the
Investment Company pursuant to the foregoing paragraph, Edgewood
shall promptly notify the Investment Company in writing of the
institution of such action and the Investment Company shall assume
the defense of such action, including the employment of counsel
selected by the Investment Company and payment of expenses.
Edgewood or any such controlling person thereof shall have the
right to employ separate counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of Edgewood or
such controlling person unless the employment of such counsel shall
have been authorized in writing by the Investment Company in
connection with the defense of such action or the Investment
Company shall not have employed counsel to have charge of the
defense of such action, in any of which events such fees and
expenses shall be borne by the Investment Company. Anything in
this paragraph to the contrary notwithstanding, the Investment
Company shall not be liable for any settlement of any such claim of
action effected without its written consent. The Investment
Company agrees promptly to notify Edgewood of the commencement of
any litigation or proceedings against the Investment Company or any
of its officers or Trustees or controlling persons in connection
with the issue and sale of Shares or in connection with the
Registration Statement, any Prospectuses and SAIs, or any amendment
or supplement thereto.
(b) Subject to the conditions set forth below, Edgewood agrees to indemnify
and hold harmless the Investment Company, each of its Trustees, each
of its officers who have signed the Registration Statement and each
other person, if any, who controls the Investment Company within the
meaning of Section 15 of the Securities Act of 1933 and Section 20
of the Securities and Exchange Act of 1934, against any and all
loss, liability, claim, damage and expense whatsoever (including but
not limited to any and all expenses whatsoever reasonably incurred
in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever) arising out of or
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, Prospectuses
or SAIs (as they may be amended or supplemented from time to time),
or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements
therein not misleading, provided that such statement or omission was
made in reliance upon and in conformity with written information
furnished to the Investment Company about Edgewood by or on behalf
of Edgewood expressly for use in the Registration Statement,
Prospectuses or SAIs, or any amendment or supplement thereto.
If any action is brought against the Investment Company, any
controlling person thereof, or any other person so indemnified, with
respect to which indemnity may be sought against Edgewood pursuant
to the foregoing paragraph, the Investment Company shall promptly
notify Edgewood in writing of the institution of such action and
Edgewood shall assume the defense of such action, including the
employment of counsel selected by Edgewood and payment of expenses.
The Investment Company, any such controlling person thereof or any
other person so indemnified, shall have the right to employ separate
counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of the Investment Company or such persons
unless the employment of such counsel shall have been authorized in
writing by Edgewood in connection with the defense of such action or
Edgewood shall not have employed counsel to have charge of the
defense of such action, in any of which events such fees and
expenses shall be borne by Edgewood. Anything in this paragraph to
the contrary notwithstanding, Edgewood shall not be liable for any
settlement of any such claim or for any other action effected
without its written consent. Edgewood agrees promptly to notify the
Investment Company of the commencement of any litigation or
proceedings against Edgewood or any of its controlling persons in
connection with the issue and sale of Shares or in connection with
the Registration Statement, Prospectuses or SAIs.
(c) Nothing herein contained shall be deemed to protect any person against
liability to the Investment Company or its shareholders to which
such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
the duties of such person or by reason of the reckless disregard by
such person of the obligations and duties of such person under this
Agreement.
(d) Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the 1940 Act for Trustees, officers, Edgewood and
controlling persons of the Investment Company by the Trustees
pursuant to this Agreement, the Investment Company is aware of the
position of the Securities and Exchange Commission as set forth in
the Investment Company Act Release No. IC-11330. Therefore, the
Investment Company undertakes that in addition to complying with
the applicable provisions of this Agreement, in the absence of a
final decision on the merits by a court or other body before which
the proceeding was brought, that an indemnification payment will
not be made unless in the absence of such a decision, a reasonable
determination based upon factual review has been made (i) by a
majority vote of a quorum of non-party Independent Trustees, or
(ii) by independent legal counsel in a written opinion that the
indemnitee was not liable for an act of willful misfeasance, bad
faith, gross negligence or reckless disregard of duties. The
Investment Company further undertakes that advancement of expenses
incurred in the defense of a proceeding (upon undertaking for
repayment unless it is ultimately determined that indemnification
is appropriate) against an officer, Trustees, Edgewood or
controlling person of the Investment Company will not be made
absent the fulfillment of at least one of the following conditions:
(i) the indemnitee provides security for his undertaking; (ii) the
Investment Company is insured against losses arising by reason of
any lawful advances; or (iii) a majority of a quorum of non-party
Independent Trustees or independent legal counsel in a written
opinion makes a factual determination that there is reason to
believe the indemnitee will be entitled to indemnification.
11. If at any time the Shares of any Fund are offered in two or more
Classes, Edgewood agrees to assist in adopting a written plan pursuant
to Rule 18f-3 under the 1940 Act.
12. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
13. Edgewood is hereby expressly put on notice of the limitation of
liability as set forth in the Investment Company's Declaration of Trust
and agrees that the obligations assumed by the Investment Company
pursuant to this Agreement shall be limited in any case to the
Investment Company and its assets, and Edgewood shall not seek
satisfaction of any such obligation from the shareholders of the
Investment Company, the Trustees, officers, employees or agents of the
Investment Company, or any of them.
14. Edgewood or its affiliate will review and file all sales literature
(advertisements, brochures and shareholder communications) for the
Investment Company in accordance with rules and regulations of the
National Association of Securities Dealers, Inc.
15. Edgewood agrees to maintain the security and confidentiality of
nonpublic personal information ("NPI") of Fund customers and consumers,
as those terms are defined in Xxxxxxxxxx X-X, 00 XXX Part 248.
Edgewood agrees to use and redisclose such NPI for the limited purposes
of processing and servicing transactions; for specified law enforcement
and miscellaneous purposes; and to service providers or in connection
with joint marketing arrangements directed by the Funds, in each
instance in furtherance of fulfilling Edgewood's obligations under this
contract and consistent with the exceptions provided in 17 CFR Sections
248.14, 248.15 and 248.13, respectively.
EDGEWOOD SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President
GOLDEN OAK(R) FAMILY OF FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Exhibit A
to the
Distributor's Contract
Golden Oak(R) Family of Funds
CLASS A SHARES
Golden Oak(R) Growth Portfolio
Golden Oak(R) Intermediate-Term Income Portfolio
Golden Oak(R) International Equity Portfolio
Golden Oak(R) Michigan Tax Free Bond Portfolio
Golden Oak(R) Prime Obligation Money Market Portfolio
Golden Oak(R) Small Cap Value Portfolio
Golden Oak(R) Value Portfolio
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated June 1, 2002, between Golden Oak(R) Family of
Funds ("Investment Company") and Edgewood Services, Inc. ("Edgewood") with
respect to the Class A Shares of the Funds set forth above.
1. The Investment Company hereby appoints Edgewood to engage in
activities principally intended to result in the sale of shares of
the above-listed Class ("Shares"). Pursuant to this appointment,
Edgewood is authorized to select a group of financial institutions
("Financial Institutions") to sell Shares at the current offering
price thereof as described and set forth in the respective
prospectuses of the Investment Company.
2. During the term of this Agreement, the Investment Company will pay
Edgewood for services pursuant to this Agreement, a monthly fee
computed at the annual rate of 0.25% of the average aggregate net
asset value of the Class A Shares held during the month. For the
month in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the basis of
the number of days that the Agreement is in effect during the month.
3. Edgewood may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Class' expenses
exceed such lower expense limitation as Edgewood may, by notice to
the Investment Company, voluntarily declare to be effective.
4. Edgewood will enter into separate written agreements with various
Financial Institutions to provide certain of the services set forth
in Paragraph 1 herein. Edgewood, in its sole discretion, may pay
Financial Institutions a periodic fee in respect of Shares owned from
time to time by their clients or customers. The schedules of such
fees and the basis upon which such fees will be paid shall be
determined from time to time by Edgewood in its sole discretion.
5. Edgewood will prepare reports to the Board of Trustees of the
Investment Company on a quarterly basis showing amounts expended
hereunder including amounts paid to Financial Institutions and the
purpose for such expenditures.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated June 1, 2002, between the Investment Company and Edgewood, the
Investment Company executes and delivers this Exhibit on behalf of the Funds,
and with respect to the Class A Shares thereof, first set forth in this
Exhibit.
Witness the due execution hereof this 1st day of June 2002.
GOLDEN OAK(R)FAMILY OF FUNDS EDGEWOOD SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Vice President Title: President
Exhibit B
to the
Distributor's Contract
Golden Oak(R) Family of Funds
INSTITUTIONAL SHARES
Golden Oak(R) Growth Portfolio
Golden Oak(R) Intermediate-Term Income Portfolio
Golden Oak(R) International Equity Portfolio
Golden Oak(R) Michigan Tax Free Bond Portfolio
Golden Oak(R) Prime Obligation Money Market Portfolio
Golden Oak(R) Small Cap Value Portfolio
Golden Oak(R) Value Portfolio
In consideration of the mutual covenants set forth in the Distributor's
Contract dated June 1, 2002, between Golden Oak(R) Family of Funds ("Investment
Company") and Edgewood Services, Inc. ("Edgewood"), the Investment Company
executes and delivers this Exhibit on behalf of the Funds, and with respect
to the Share Classes thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of June 2002.
GOLDEN OAK(R)FAMILY OF FUNDS EDGEWOOD SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Vice President Title: President
