EXHIBIT 23E
DISTRIBUTION AGREEMENT
The AMIDEX Funds, Inc.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 1st day of
February 2005 by and among The AMIDEX Funds, Inc. (the "Fund"), a Maryland
corporation, Index Investments, LLC (the "Adviser"), a Pennsylvania limited
liability company and Matrix Capital Group (the "Distributor"), a New York
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 NASD
Regulation, 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.
0.Xxxx 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, as determined in
accordance with the Fund's then current Prospectus and Statement of Additional
Information.
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 record keeping; 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 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 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 Adviser shall pay the
Distributor's monthly invoices for distribution fees and out-of-pocket expenses
within ten 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 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, 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 16 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, the Adviser 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 a 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:
AMIDEX Funds, Inc.
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxxxx, President
(b) if to the Adviser:
Index Investments, LLC
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxxxx, President
(c) if to the Distributor:
Matrix Capital Group
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxxxxx X. Xxxx, 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 state of New York 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.
AMIDEX Funds, Inc.
By:
Index Investments, LLC
By:
Matrix Capital Group
By:
Xxxxxxxxxxx X. Xxxx, President
SCHEDULE A
The AMIDEX Funds, Inc.
Portfolio and Fee Schedule
Portfolios covered by Distribution Agreement:
AMIDEX Israel Mutual Fund
AMIDEX Cancer Innovations & Healthcare Mutual Fund
Fees for distribution and distribution support services on behalf of the
Portfolios:
$20,000.00 per year.
Plus out of pocket expenses to include, but not limited to: travel, printing,
postage, telephone, registration fees for Adviser/Fund personnel, broker/dealer
fess specific to Adviser/Fund and other standard miscellaneous items.
SCHEDULE B
The AMIDEX Funds, Inc.
Distribution Support Services
1. Provide national broker dealer for Fund registration.
2. Review, approve and submit all advertising and promotional material to NASD.
3. Maintain all books and records required by the NASD in connection with this
agreement.
4. Monitor Distribution Plan and report to Board of Directors.
5. Prepare quarterly report to Board of Directors related to distribution
activities.
6. Subject to approval of Distributor, license personnel as registered
representatives of the Distributor to distribute no load fund shares sponsored
by the Adviser.
7. Telemarketing services (additional cost- to be negotiated).
8. Fund fulfillment services, including sampling prospective shareholders
inquiries and related mailings (additional cost- to be negotiated).
