EXHIBIT 99.(e)
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of January, 2004, between New Covenant
Funds (the "Trust"), a Delaware trust having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and New Covenant Funds Distributor,
Inc. a Delaware corporation (the "Distributor"), having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is an open-end management investment company,
organized as a Delaware statutory trust and registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940,
as amended (the "1940 Act") and
WHEREAS, it is intended that Distributor act as the distributor of the
units of beneficial interest ("Shares") of each series of the Trust, as listed
on Schedule A, and such series as are hereafter created (all of the foregoing
series individually referred to herein as a "Fund" and collectively as the
"Funds");
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, the parties agree as follows:
1. Services as Distributor.
1.1 Distributor will act as agent of Trust on behalf of each Fund for
the distribution of the Shares covered by the registration statement and
prospectus of Trust then in effect under the Securities Act of 1933, as amended
(the "Securities Act"). As used in this Agreement, the term "registration
statement" shall mean the registration statement of the Trust and any amendments
thereto, then in effect, including Parts A (the prospectus), B (the Statement of
Additional Information) and C of each registration statement, as filed on Form
N-IA, or any successor thereto, with the Commission, together with any
amendments thereto. The term "prospectus" shall mean the then-current form of
prospectus and statement of additional information used by the Funds, in
accordance with the rules of the Commission, for delivery to shareholders and
prospective shareholders after the effective dates of the above-referenced
registration statements together with any amendments and supplements thereto.
1.2 Distributor agrees to use appropriate efforts to solicit orders for
the sale of the Shares and will undertake such advertising and promotion as it
believes reasonable in connection with such solicitation. The Trust understands
that Distributor is now and may in the future be the distributor of the shares
of many other investment companies or series (together, "Companies") including
Companies having investment objectives similar to those of the Trust. The Trust
further understands the investors and potential investors in the Trust may
invest in shares of such other Companies. The Trust agrees that Distributor's
duties to such Companies shall not be deemed in conflict with its duties to the
Trust under this paragraph 1.2.
1
1.3 Distributor shall at its own expense (except as provided in Section
2 herein), finance appropriate activities which it deems reasonable, which are
primarily intended to result in the sale of the Shares, including, but not
limited to, advertising, compensation of underwriters, dealers and sales
personnel, the printing and mailing of prospectuses to other than current
Shareholders, and the printing and mailing of sales literature.
1.4 In its capacity as distributor of the Shares, all activities of the
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all rules and regulations promulgated by the Commission thereunder and all
rules and regulations adopted by any securities association registered under the
Securities Exchange Act of 1934.
1.5 Distributor will provide such persons, during normal business
hours, as are adequate to respond to telephone questions with respect to the
Funds.
1.6 Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent and custodian for the Funds.
1.7 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions or by abnormal circumstance of any
kind, the Trust's officers may upon reasonable notice instruct the Distributor
to decline to accept any orders for or make any sales of the Shares until such
time as those officers deem it advisable to accept such orders and to make such
sales.
1.8 Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.
1.9 The Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of
the Shares for sale in such states as Distributor may designate.
1.10 The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such supplemental information with respect to the
Funds and the Shares as Distributor may reasonably request; and the Trust
warrants that the statements contained in any such supplemental information
fairly show or represent what they purport to show or represent. The Trust shall
also furnish Distributor upon request with: (a) unaudited semi-annual statements
of the Funds' books and accounts prepared by the Trust, (b) a monthly itemized
list of the securities in the Funds, (c) monthly balance sheets as soon as
practicable after the end of each month, and (d) from time to time such
additional information regarding the financial condition of the Funds as
Distributor may reasonably request.
1.11 The Trust represents and warrants to Distributor that, with
respect to the Shares, all registration statements and prospectuses filed by the
Trust with the Commission under the Securities Act have been prepared in
conformity with requirements of said Act and rules and regulations of the
Commission thereunder. The registration statement and prospectus contain all
statements required to be stated therein in conformity with said Act and the
rules and regulations of the Commission under said Act and all statements of
fact contained in any such registration statement and prospectus
2
are true and correct in all material respects. Furthermore, neither any
registration statement nor any prospectus includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of the
Shares. The foregoing representations and warranties shall continue throughout
the term of this Agreement and be deemed to be of a continuing nature,
applicable to all Shares distributed hereunder. The Trust may, but shall not be
obligated to, propose from time to time such amendment or amendments to any
registration statement and such supplement or supplements to any prospectus as,
in the light of future developments, may, in the opinion of the Trust's counsel,
be necessary or advisable. If the Trust shall not propose any amendment or
amendments and/or supplement or supplements with in fifteen days after receipt
by the Trust of a written request from Distributor to do so, Distributor may, at
its option, terminate this Agreement. In such case, the Distributor will be held
harmless from, and indemnified by Trust for, any liability or loss resulting
from the failure to implement such amendment. The Trust shall not file any
amendment to any registration statement or supplement to any prospectus without
giving Distributor reasonable notice thereof in advance; provided, however, that
nothing contained in this Agreement shall in any way limit the Trust's right to
file at any time such amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
1.12 The Trust may request Distributor to use an electronic processing
system over the internet in which electronically transmitted orders are
forwarded electronically for processing by a third party known to the Trust
under circumstances in which Distributor will not review the orders. Under such
circumstances, the Trust acknowledges and agrees that it will independently
determine that the third party is a satisfactory service provider and that the
Distributor's review will not be necessary.
1.13 The Trust authorizes the Distributor and dealers to use any
prospectus in the form furnished by the Trust from time to time in connection
with the sale of the Shares. 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 a loss
resulting from willful misfeasance, bad faith or gross negligence on the
Distributor's part in the performance of its duties, from reckless disregard by
the Distributor of its obligations and duties under this Agreement, or from the
Distributor's failure to comply with laws, rules and regulations applicable to
it in connection with its distribution of the Shares. The Trust agrees to
indemnify, defend and hold the Distributor, its several partners and employees,
and any person who controls the Distributor within the meaning of Section 15 of
the Securities Act, free and harmless from and against any and all claims,
demands, liabilities and expenses (including the reasonable cost of
investigating or defending such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which the Distributor,
its partners and employees or any such controlling person, may incur (a) as the
result of acting as distributor of the Funds; (b) under the Securities Act or
under common law or otherwise, arising out of or based upon (i) any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus, (ii) any omission, or alleged
omission, to state a material fact required to be stated in any registration
statement or any prospectus or necessary to make the statements in either of
3
such documents not misleading or (iii) any Trust-related advertisement or sales
literature that contains any untrue statement, or alleged untrue statement, of a
material fact, any omission, or alleged omission, to state a material fact
required to be stated therein to make the statements not misleading or is not in
compliance with applicable laws, rules or regulations (including, but not
limited to the Conduct Rules of the National Association of Securities Dealers,
Inc.) notwithstanding the exercise of reasonable care in the preparation or
review thereof by the Distributor; or (c) arising out of or based upon the
electronic processing of orders over the internet; provided, however, that the
Trust's agreement to indemnify the Distributor, its partners or employees, and
any such controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses (x) arising out of any statements or representations as
are contained in any prospectus, advertisement or sales literature and in such
financial and other statements as are furnished in writing to the Trust by the
Distributor for such use and used in the registration statement or in
corresponding statements made in the prospectus, advertisement or sales
literature, or (y) arising out of or based upon any omission or alleged omission
to state a material fact in such information furnished by the Distributor which
is required to be stated or necessary to make the information not misleading;
and further provided that the Trust's agreement to indemnify the Distributor and
the Trust's representations and warranties hereinbefore set in paragraph 1.10
shall not be deemed to cover any liability to the Trust or its shareholders to
which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties, by
reason of the Distributor's reckless disregard of its obligations and duties
under this Agreement, or by the Distributor's failure to comply with any laws,
rules or regulations applicable to it in connection with its distribution of the
Shares.
In the event of a formal legal action, the Trust's agreement to
indemnify the Distributor, it partners and employees and any such controlling
person, as aforesaid, is expressly conditioned upon the Trust being provided
with written notice of an action brought against Distributor, its partners and
employees, or any such controlling person, and identifying the person against
whom such action is brought, promptly following receipt of service of the
summons or other first legal process by the indemnified person, and in any event
within ten (10) days of such receipt. Any failure to promptly notify the Trust
will not relieve the Trust from any liability which the Trust may have to the
person against whom such action is brought, or to any other person, by reason of
any such untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Trust's indemnity obligations under this
paragraph 1.13. The Trust will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability if such defense shall be
conducted by counsel of good standing chosen by the Trust approved by the
Distributor, which approval shall not be unreasonably withheld. In the event any
such claim, demand or liability is not heard solely on an alleged misstatement
or omission on the Trust's part, the Distributor shall have the right to
participate in the defense. In the event the Trust elects to assume the defense
of any such suit and retain counsel of good standing so approved by the
Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in any case
where the Trust does not elect to assume the defense of any such suit or in case
the Distributor reasonably withholds approval of counsel chosen
4
by the Trust, the Trust will reimburse the Distributor, its partners and
employees, or the controlling person or persons named as defendant or defendants
in such suit, for the reasonable fees and expenses of any counsel retained by
the Distributor or them to the extent related to a claim, demand, liability or
expense covered under this Section 1.13. The Trust's indemnification agreement
contained in this paragraph 1.13 and the Trust's representations and warranties
in this Agreement shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Distributor, its partners and
employees, or any controlling person, and shall survive the delivery of any
Shares.
This indemnity will inure exclusively to the Distributor's benefit, to
the benefit of its several partners and employees, and their respective estates,
and to the benefit of the controlling persons and their successors. The Trust
agrees promptly to notify the Distributor of the commencement of any litigation
of proceedings against the Trust or any of its officers or Trustees which
relates, directly or indirectly, to the issue and sale of any Shares or which
may otherwise form the basis of an obligation for Trust to indemnify hereunder.
1.14 The Distributor agrees to indemnify, defend and hold the Trust,
its several officers and Trustees, and any person who controls the Trust within
the meaning of Section 15 of the Securities Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
reasonable costs of investigating or defending such claims, demands or
liabilities and any reasonable counsel fees incurred in connection therewith)
which the Trust, its officers or Trustees or any such controlling person may
incur under the Securities Act or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Trust, its officers or
Trustees or such controlling person resulting from such claims or demands shall
arise directly out of or based upon any untrue statement, or alleged untrue
statement, of a material fact contained in information furnished in writing by
the Distributor to the Trust and used in response to required items of the
registration statement or in the corresponding statements made in the prospectus
or any omission, or alleged omission, to state material fact required to be
stated in such information or necessary to make such information not misleading.
In the event of a formal legal action, the Distributor's agreement to
indemnify the Trust, its officers and Trustees and any such controlling person,
as aforesaid, is expressly conditioned upon the Distributor being provided with
written notice of an action brought, against the Trust, its officers and
Trustees, or any such controlling person, and identifying the person against
whom such action is brought, and sent to the Distributor identifying the person
against whom such action is brought promptly following the indemnified person's
receipt of service of the summons or other first legal process, and in any event
within ten (10) days of such receipt. Any failure to promptly notify the
Distributor will not relieve the Distributor from any liability which the Trust
may have to the person against whom such, action is brought or to any other
person, by reason of any such untrue, or alleged untrue, statement or omission,
or alleged untrue, statement or omission, or alleged omission, otherwise than on
account of the Trust's indemnity obligations under this paragraph 1.14. The
Distributor will be entitled to assume the defense of any suit
5
brought to enforce any such claim, demand or liability to the extent the same is
based on an alleged misstatement or omission on the Distributor's part, if such
defense shall be conducted by counsel of good standing chosen by the Distributor
and approved by the Trust, which approval shall not be unreasonably withheld. In
the event any such claim, demand or liability is not based solely on an alleged
misstatement or omission on the Distributor's part, the Trust, its officers and
Trustees, or any controlling person, shall have the right to participate in the
defense. In the event the Distributor elects to assume the defense of any such
suit and retain counsel of good standing so approved by the Trust, the Trust and
any other defendant or defendants in such suit shall bear the fees and expenses
of any additional counsel retained by any of them; but in any case where the
Distributor does not elect to assume the defense of any such suit or in case the
Trust reasonably withholds approval of counsel chosen by the Distributor, the
Distributor will reimburse the Trust, its officers, directors, employees and
controlling persons or other persons named as defendant or defendants in such
suit for the reasonable fees and expenses of any counsel retained by the Trust
or them to the extent related to a claim, demand, liability or expense covered
under this Section 1.14. The Trust's indemnification agreement contained in
paragraph 1.13 and the Trust's representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Distributor, its partners and
employees, or any controlling person, and shall survive the delivery of any
Shares.
1.15 No Shares shall be offered by either the Distributor or the Trust
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current prospectus as required by Section
10(b)(2) of said Act is not on file with the Commission, provided, however, that
nothing contained in Section 1.15 shall in any way restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
an Shareholder in accordance with the provisions of the Trust's prospectus,
Agreement and Declaration of Trust, or Bylaws.
1.16 The Trust agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor:
(a) of any request by the Commission for amendments to
the registration statement or prospectus then in
effect or for additional information;
(b) in the event of the issuance by the Commission of any
stop order suspending the effectiveness of the
registration statement or prospectus then in effect
or the initiation by service of process on the Trust
of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any
statement of a material fact made in the registration
statement or prospectus then in effect or which
requires the making of a change in such registration
statement or prospectus in order to make the
statements therein not misleading; and
6
(d) of all action of the Commission with respect to any
amendment to any registration statement or prospectus
which may from time to time be filed with the
Commission.
For purposes of this section, informal requests by or acts of the Staff
of the Commission shall not be deemed actions of or requests by the Commission.
1.17 The Distributor agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and its prior, present
or potential Shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld, but such approval shall not be
required where the Distributor may be exposed to civil or criminal liability for
failure to disclose such information, when requested to divulge such information
by duly constituted authorities, or when so requested by the Trust.
1.18 This Agreement shall be governed by the laws of the State of Ohio.
2. Fee.
To the extent applicable, as provided in Schedule A, the Distributor
shall receive from the Funds identified in the Distribution Plan attached as
Schedule A hereto (the "Distribution Plan Funds") a distribution fee at the rate
and upon the terms and conditions set forth in such Plan ("Distribution Fee").
The Distribution Fee shall be accrued daily and shall be paid on the first
business day of each month, or at such time(s) as the Distributor shall
reasonably request. The services rendered by the Distributor for which the
Distributor is entitled to receive a Distribution Fee shall be deemed to have
been completed at the time of the initial sale of the Shares taken into account
in computing the Distribution Fee, and with respect to such Shares, the
Distributor shall be paid the Distribution Fee regardless of a termination of
the Distributor as principal underwriter of the Shares of the relevant
Distribution Plan Funds, or any termination of this Agreement other than a
complete termination of the Distribution Plan. Except as provided by Rule 12b-1
under the 1940 Act and the terms of the Distribution Plan, as concerns
continuation of the Plan and termination of the Plan under certain
circumstances, the relevant Fund's obligation to pay the Distribution Fees to
the Distributor, when applicable as provided in the foregoing provisions of this
Section 2, shall be absolute and unconditional and shall not be subject to any
dispute, offset, counterclaim or defense whatsoever.
3. Sale and Payment.
3.1 Shares of a Fund may be subject to a sales load and may be subject
to the imposition of a distribution fee pursuant to the Service and Distribution
Plan referred to above. To the extent that Shares of a Fund are sold at an
offering price which includes a sales load or subject to a contingent deferred
sales load with respect to certain redemptions (either within a single class of
Shares or pursuant to two or more classes of Shares), such Shares shall
hereinafter be referred to collectively as "Load Shares" (and in the case of
Shares that are sold with a front-end sales load, "Front-end Load Shares", or
Shares that are sold subject to a contingent deferred sales load, "CDSL
Shares"). Funds
7
that issue Front-End Load Shares shall hereinafter be referred to collectively
as "Front-End Load Funds". Funds that issue CDSL Shares shall hereinafter be
referred to collectively as "CDSL Funds". Front-end Load Funds and CDSL Funds
may individually or collectively be referred as "Load Funds". Under this
Agreement, the following provisions shall apply with respect to the sale of, and
payment for, Load Shares.
3.2 The Distributor shall have the right to purchase Load Shares at
their net asset value and to sell such Load Shares to the public against orders
therefore at the applicable public offering price, as defined in Section 4
hereof. The Distributor shall also have the right to sell Load Shares to dealers
against orders therefore at the public offering price less a concession
determined by the Distributor, which concession shall not exceed the amount of
the sales charge or underwriting discount, if any, referred to in Section 4
below.
3.3 Prior to the time of delivery of any Load Shares by a Load Fund to,
or on the order of, the Distributor, the Distributor shall pay or cause to be
paid to the Load Fund or to its order an amount in New York cleared funds equal
to the applicable net asset value of such Shares. The Distributor may retain so
much of any sales charge or underwriting discount as is not allowed by the
Distributor as a concession to dealers.
4. Public Offering Price.
The public offering price of a Load Share shall be the net asset value
of such Load Share, plus any applicable sales charge, all as set forth in the
current prospectus of the Load Fund. The net asset value of Load Shares shall be
determined in accordance with the then-current prospectus of the Load Fund.
5. Issuance of Shares.
The Trust reserves the right to issue, transfer or sell Load Shares at
net asset values (a) in connection with the merger or consolidation of the Trust
or the Load Fund(s) with any other investment company or the acquisition by the
Trust or the Load Fund(s) of all or substantially all of the assets or of the
outstanding Shares of any other investment company; (b) in connection with a pro
rata distribution directly to the holders of Shares in the nature of a stock
dividend or split; (c) upon the exercise of subscription rights granted to the
holders of Shares on a pro rata basis; (d) in connection with the issuance of
Load Shares pursuant to any exchange and reinvestment privileges described in
any then-current prospectus of the Load Fund; and (e) otherwise in accordance
with any then-current prospectus of the Load Fund.
6. Term, Duration and Termination.
This Agreement shall become effective with respect to each Fund as of
the date first written above (the "Effective Date") (or, if a particular Fund is
not in existence on such date, on the earlier of the date an amendment to
Schedule A to this Agreement relating to that Fund is executed or the
Distributor begins providing services under this Agreement with respect to such
Fund) and, unless sooner terminated as provided herein, shall continue for a two
year period following the Effective Date. Thereafter, if not
8
terminated, this Agreement shall continue with respect to a particular Fund
automatically for successive one-year terms, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Trust's Board of Trustees who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting for the
purpose of voting on such approval and (b) by the vote of the Trust's Board of
Trustees or the vote of a majority of the outstanding voting securities of such
Fund. This Agreement is terminable without penalty with sixty days' prior
written notice, by the Trust's Board of Trustees, by vote of a majority of the
outstanding voting securities of the Trust, or by the Distributor. This
Agreement will also terminate automatically in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment" shall have the same meaning
as ascribed to such terms in the 1940 Act.)
7. Limitation of Liability of the Trustees and Shareholders.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust as provided in the Trust's Agreement and Declaration of
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
the Trust's Agreement and Declaration of Trust.
8. Privacy.
Nonpublic personal financial information relating to consumers or
customers of the Funds provided by, or at the direction of, the Trust to the
Distributor, or collected or retained by the Distributor to perform its duties
as distributor, shall be considered confidential information. The Distributor
shall not disclose or otherwise use any nonpublic personal financial information
relating to present or former shareholders of the Funds other than for the
purposes for which that information was disclosed to the Distributor, including
use under an exception in Rules 14 or 15 of Securities and Exchange Commission
Regulation S-P in the ordinary course of business to carry out those purposes.
The Distributor shall have in place and maintain physical, electronic and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of, records and information relating to consumers of the Funds. The Trust
represents to the Distributor that it has adopted a Statement of its privacy
policies and practices as required by Securities and Exchange Commission
Regulation S-P and agrees to provide the Distributor with a copy of that
statement annually.
9
9. Anti-Money Laundering Compliance.
9.1 Each of Distributor and the Trust acknowledges that it is a
financial institution subject to the USA Patriot Act of 2001 and the Bank
Secrecy Act (collectively, the "AML Acts"), which require, among other things,
that financial institutions adopt compliance programs to guard against money
laundering. Each represents and warrants to the other that it is in compliance
with and will continue to comply with the AML Acts and applicable regulations in
all relevant respects. The Distributor shall also provide written notice to each
person or entity with which it entered an agreement prior to the date hereof
with respect to sale of the Trust's Shares, such notice informing such person of
anti-money laundering compliance obligations applicable to financial
institutions under applicable laws and, consequently, under applicable
contractual provisions requiring compliance with laws.
9.2 The Distributor shall include specific contractual provisions
regarding anti-money laundering compliance obligations in all future agreements
entered into by the Distributor with any financial intermediary that would be
authorized to effect transactions in Shares of the Trust.
9.3 Each of Distributor and the Trust agrees that it will take such
further steps, and cooperate with the other as may be reasonably necessary, to
facilitate compliance with the AML Acts, including but not limited to the
provision of copies of its written procedures, policies and controls related
thereto ("AML Operations"). Distributor undertakes that it will grant to the
Trust, the Trust's anti-money laundering compliance officer and regulatory
agencies, reasonable access to copies of Distributor's AML Operations, books and
records pertaining to the Trust only. It is expressly understood and agreed that
the Trust and the Trust's compliance officer shall have no access to any of
Distributor's AML Operations, books or records pertaining to other clients of
Distributor.
10. Notices.
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address: if to the Trust, to it at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: President; and if to
Distributor, to it at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:
Broker-Dealer Compliance Department Manager, with a copy to ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, attn: President, BISYS Investment Services, or at such
other address as such party may from time to time specify in writing to the
other party pursuant to this Section.
11. Governing Law and Matters Relating to the Trust as a Delaware Statutory
Trust.
This Agreement shall be construed in accordance with the laws of the
State of Ohio and the applicable provisions of the 1940 Act. To the extent that
the applicable laws of the State of Ohio, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust. The execution and delivery of this Agreement
10
have been authorized by the Trustees, and this Agreement has been signed and
delivered by an authorized officer of the Trust, acting as such, and neither
such authorization by the Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on them personally, but shall bind only the trust property
of the Trust as provided in the Trust's Declaration of Trust.
* * * * * *
11
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
written above.
NEW COVENANT FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name:
Title:
NEW COVENANT FUNDS DISTRIBUTOR, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
12
SCHEDULE A
TO THE DISTRIBUTIONAGREEMENT
BETWEEN NEW COVENANT FUNDS
AND New Covenant Funds Distributor, Inc.
As of January 1, 2004
FUNDS
New Covenant Growth Fund
New Covenant Income Fund
New Covenant Balanced Growth Fund
New Covenant Balanced Income Fund
Currently, there is no distribution or shareholder services plan.
13