EXHIBIT (e)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 17th day of April, 2001, by and
between Choice Funds, a Delaware business trust (the "Trust"), and Sunstone
Distribution Services, LLC, a Wisconsin limited liability company (the
"Distributor").
WHEREAS, the Trust is an open-end investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act") and is
authorized to issue shares of beneficial interest (the "Shares") in
separate series with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a
member of the National Association of Securities Dealers, Inc. (the
"NASD"); and
WHEREAS, the Trust and Distributor desire to enter into an agreement
pursuant to which Distributor shall be the distributor of the Shares of the
Trust representing the investment portfolios listed on Schedule A hereto
and any additional investment portfolios the Trust and Distributor may
agree upon and include on Schedule A as such Schedule may be amended from
time to time (such investment portfolios and any additional investment
portfolios are individually referred to as a "Fund" and collectively the
"Funds").
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. APPOINTMENT OF THE DISTRIBUTOR.
------------------------------
The Trust hereby appoints the Distributor as agent for the
distribution of the Shares, on the terms and for the period set forth in
this Agreement. Distributor hereby accepts such appointment as agent for
the distribution of the Shares on the terms and for the period set forth in
this Agreement.
2. SERVICES AND DUTIES OF THE DISTRIBUTOR.
--------------------------------------
2.1 Distributor will act as agent for the distribution of Shares in
accordance with the instructions of the Trust's Board of Trustees and the
registration statement and prospectuses then in effect with respect to the
Funds under the Securities Act of 1933, as amended (the "1933 Act").
2.2 Distributor may incur expenses for appropriate distribution
activities which it deems reasonable which are primarily intended to result
in the sale of Shares, including, but not limited to, advertising, the
printing and mailing of prospectuses to other than current shareholders,
and the
1
printing and mailing of sales literature, provided that the Fund approves
any such activity. With the Fund's approval, Distributor may enter into
servicing and/or selling agreements with qualified broker/dealers and other
persons with respect to the offering of Shares to the public, and if it so
chooses Distributor will act only on its own behalf as principal. The
Distributor shall not be obligated to incur any specific expenses or sell
any certain number of Shares of any Fund.
2.3 All Shares of the Funds offered for sale by Distributor shall be
offered for sale to the public at a price per unit (the "offering price")
equal to their net asset value (determined in the manner set forth in the
Funds' then current prospectus), plus, except to those classes of persons
set forth in the then current prospectus, a sales charge which shall be the
percentage of the offering price of such shares as set forth in the Funds'
then current prospectus. The offering price, if not an exact multiple of
one cent, shall be adjusted to the nearest cent. The excess, if any, of
the sales price over the net asset value of the Shares paid by an investor
in connection with his or her purchase of Shares shall be retained by the
Distributor as a commission for its services hereunder. Concessions to
broker/dealers and other persons shall be set forth in either the selling
agreements, or if such concessions are described in the Funds' then current
prospectus, shall be as so set forth. No broker/dealer or other person who
enters into a selling agreement shall be authorized to act as agent for the
Funds in connection with the offering or sale of its Shares to the public
or otherwise.
2.4 If any shares sold by the Funds are redeemed or repurchased by
the Funds, or by Distributor as agent, or are tendered for redemption,
within seven business days after the date of confirmation of the original
purchase of said Shares, Distributor shall forfeit the amount above the net
asset value received by Distributor in respect of such Shares, provided
that the portion, if any, of such amount re-allowed, by Distributor to
broker/dealers or other persons shall be repayable to the Funds only to the
extent recovered by Distributor from the broker/dealer or other person
concerned. Distributor shall include in the forms of agreement with such
broker/dealers and other persons a corresponding provision for the
forfeiture by them of their concession with respect to Shares sold by them
or their principals and redeemed or repurchased by the Funds or by
Distributor as agent (or tendered for redemption) within seven business
days after the date of confirmation of such initial purchases.
2.5 Distributor shall act as distributor of the Shares in compliance
in all material respects with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or adopted
pursuant to the 1940 Act, by the Securities and Exchange Commission (the
"Commission") and the NASD.
2.6 Distributor shall not utilize any materials in connection with
the sales or offering of Shares except the Trust's prospectus and statement
of additional information and such other materials as the Trust shall
provide or approve. The Distributor agrees to provide compliance review of
all sales literature and marketing materials prepared for use by or on
behalf of the Funds in advance of the use of such materials. The
Distributor will file the materials as may be required with the NASD, SEC
or state securities commissioners. Each party agrees and represents that
it will not use or authorize the use of any advertising or sales materials
unless and until such materials have been approved and authorized for use
by the other party hereto.
2
2.7 For its services hereunder, the Distributor shall receive the
fees and be reimbursed the expenses provided in Schedule B hereto.
3. DUTIES AND REPRESENTATIONS OF THE TRUST.
---------------------------------------
3.1 The Trust represents that it is registered as an open-end
management investment company under the 1940 Act and that it has and will
continue to act in conformity with its Declaration of Trust, By-Laws, its
registration statement as may be amended from time to time and resolutions
and other instructions of its Board of Trustees and has and will continue
to comply with all applicable laws, rules and regulations including without
limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states
in which shares of the Funds are offered and sold, and the rules and
regulations thereunder.
3.2 The Trust shall take or cause to be taken all necessary action to
register and maintain the registration of the Shares under the 1933 Act for
sale as herein contemplated and shall pay all costs and expenses in
connection with the registration of Shares under the 1933 Act, and be
responsible for all expenses in connection with maintaining facilities for
the issue and transfer of Shares and for supplying information, prices and
other data to be furnished by the Trust hereunder.
3.3 The Trust shall execute any and all documents and furnish any and
all information and otherwise take all actions which may be reasonably
necessary in the discretion of the Trust's officers in connection with the
qualification of the Shares for sale in such states as Distributor and the
Trust may approve, shall maintain the registration of a sufficient number
or amount of Shares thereunder, and shall pay all expenses which may be
incurred in connection with such qualification.
3.4 The Trust shall, at its expense, keep the Distributor fully
informed with regard to its affairs. In addition, the Trust shall furnish
Distributor from time to time such information, documents and reports with
respect to the Trust and the Shares as Distributor may reasonably request,
and the Trust warrants that the statements contained in any such
information shall be true and correct and fairly represent what they
purport to represent.
3.5 The Trust represents to Distributor that all registration
statements and prospectuses of the Trust filed or to be filed with the
Commission under the 1933 Act with respect to the Shares have been and will
be prepared in conformity with the requirements of the 1933 Act, the 1940
Act, and the rules and regulations of the Commission thereunder. As used
in this Agreement the terms "registration statement" and "prospectus" shall
mean any registration statement and prospectus (together with the related
statement of additional information) at any time now or hereafter filed
with the Commission with respect to any of the Shares and any amendments
and supplements thereto which at any time shall have been or will be filed
with said Commission. The Trust represents and warrants to Distributor
that any registration statement and prospectus, when such registration
statement becomes effective, will contain all statements required to be
stated therein in conformity with the 1933 Act, the 1940 Act and the rules
and regulations of the Commission; that all information contained in the
registration statement and prospectus will be true and correct in all
material respects when such registration statement becomes effective; and
that neither the registration statement nor any prospectus when such
registration statement becomes effective will include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the
3
statements therein not misleading. The Trust agrees to file from time to
time such amendments, supplements, reports and other documents as may be
necessary or required in order to comply with the 1933 Act and the 1940 Act
and in order that there may be no untrue statement of a material fact in a
registration statement or prospectus, or necessary or required in order
that there may be no omission to state a material fact in the registration
statement or prospectus which omission would make the statements therein
misleading. The Trust shall promptly notify the Distributor of any advice
given to it by counsel to the Trust regarding the necessity or advisability
of amending or supplementing the registration statement.
3.6 The Trust shall not file any amendment to the registration
statement or supplement to any prospectus without giving Distributor
reasonable notice thereof in advance and if the Distributor declines to
assent to such amendment (after a reasonable time), the Trust may terminate
this Agreement forthwith by written notice to the Distributor without
payment of any penalty. If the Trust shall not propose an amendment or
amendments and/or supplement or supplements promptly after receipt by the
Trust of a written request in good faith from Distributor to do so,
Distributor may, at its option, immediately terminate this Agreement. In
addition, if, at any time during the term of this Agreement, the
Distributor requests the Trust to make any change in its governing
instruments or in its methods of doing business which are necessary in
order to comply with any requirement of applicable law or regulation, and
the Trust fails (after a reasonable time) to make any such change as
requested, the Distributor may terminate this Agreement forthwith by
written notice to the Trust without payment of any penalty. Nothing
contained in this Agreement shall in any way limit the Trust's right to
file at any time any 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.
3.7 Whenever in their judgment such action is warranted by market,
economic or political conditions, or by circumstances of any kind, the
Trust's officers may decline to accept any orders for, or make any sales
of, any Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Trust shall advise Distributor
promptly of such determination.
3.8 The Trust agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the
Commission or its staff relating to the Funds including requests by the
Commission for amendments to the registration statement or prospectuses;
(ii) in the event of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement or
prospectuses then in effect or the initiation of any proceeding for that
purpose;
(iii) of the happening of any event which makes untrue any
statement of a material fact made in the registration statement or
prospectuses or which requires the making of a change in such registration
statement or prospectuses in order to make the statements therein not
misleading; and
4
(iv) of all actions taken by the Commission with respect to any
amendments to any registration statement or prospectus which may from time
to time be filed with the Commission.
4. INDEMNIFICATION.
---------------
4.1(a) The Trust authorizes Distributor to use any prospectus or
statement of additional information, in the form furnished to Distributor
from time to time, in connection with the sale of Shares. The Trust shall
indemnify, defend and hold the Distributor, and each of its present or
former directors, members, officers, employees, representatives and any
person who controls or previously controlled the Distributor within the
meaning of Section 15 of the 1933 Act, free and harmless from and against
any and all losses, claims, demands, liabilities, damages and expenses
(including the costs of investigating or defending any alleged losses,
claims, demands, liabilities, damages or expenses and any counsel fees
incurred in connection therewith) which Distributor, each of its present
and former directors, officers, employees or representatives or any such
controlling person, may incur under the 1933 Act, the 1934 Act, any other
statute (including Blue Sky laws) or any rule or regulation thereunder, or
under common law or otherwise, (a) arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in the
registration statement or any prospectus, as from time to time amended or
supplemented, or an annual or interim report to shareholders, or arising
out of or based upon 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; provided, however, that the Trust's
obligation to indemnify Distributor and any of the foregoing indemnitees
shall not be deemed to cover any losses, claims, demands, liabilities,
damages or expenses arising out of any untrue statement or alleged untrue
statement or omission or alleged omission made in the registration
statement, prospectus, or annual or interim report in reliance upon and in
conformity with information relating to the Distributor and furnished to
the Trust or its counsel by Distributor for the purpose of, and used in,
the preparation thereof; or (b) in connection with this Agreement or
arising out of or based on the Distributor's or any of the foregoing
indemnitee's performance hereunder, except to the extent any such losses
result from the Distributor's willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement. The Trust's
agreement to indemnify the Distributor, and any of the foregoing
indemnitees, as the case may be, with respect to any action, is expressly
conditioned upon the Trust being notified of such action brought against
Distributor, or any of the foregoing indemnitees, within a reasonable time
after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Distributor, or such
person, such notification to be given by letter or by telegram addressed to
the Trust's President, but the failure so to notify the Trust of any such
action shall not relieve the Trust from any liability which the Trust may
have to the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Trust's indemnity agreement contained in
this Section 4.1.
4.1(b) The Trust shall be entitled to participate at its own
expense in the defense or, if it so elects, to assume the defense of any
suit brought to enforce any such loss, claim, demand, liability, damage or
expense, but if the Trust elects to assume the defense, such defense shall
be conducted by counsel chosen by the Trust and approved by the
Distributor, which approval shall not be unreasonably withheld. In the
event the Trust elects to assume the defense of any such suit and retain
such counsel, the indemnified defendant or defendants in such suit shall
bear the fees and expenses of
5
any additional counsel retained by them. If the Trust does not elect to
assume the defense of any such suit, or in case the Distributor does not,
in the exercise of reasonable judgment, approve of counsel chosen by the
Trust, the Trust will reimburse the indemnified person or persons named as
defendant or defendants in such suit, for the fees and expenses of any
counsel retained by Distributor and them. The Trust's indemnification
agreement contained in this Section 4.1 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, and each of its present or former directors, officers,
employees, representatives or any controlling person, and shall survive the
delivery of any Shares and the termination of this Agreement. This
agreement of indemnity will inure exclusively to the Distributor's benefit,
to the benefit of each of its present or former directors, members,
officers, employees or representatives or to the benefit of any controlling
persons and their successors and estates. The Trust agrees promptly to
notify Distributor of the commencement of any litigation or proceedings
against the Trust or any of its officers or trustees in connection with the
issue and sale of any of the Shares.
4.1(c) The Trust acknowledges and agrees that in the event the
Distributor, at the request of the Trust, is required to give
indemnification comparable to that set forth in clause (a) of this Section
to any entity selling Shares or providing shareholder services to
shareholders or others and such entity shall make a claim for
indemnification against the Distributor, the Distributor shall make a
similar claim for indemnification against the Trust and shall be entitled
to such indemnification.
4.2(a) Distributor shall indemnify, defend and hold the Trust, and
each of its present or former trustees, officers, employees,
representatives, and any person who controls or previously controlled the
Trust within the meaning of Section 15 of the 1933 Act, free and harmless
from and against any and all losses, claims, demands, liabilities, damages
and expenses (including the costs of investigating or defending any alleged
losses, claims, demands, liabilities, damages or expenses, and any counsel
fees incurred in connection therewith) which the Trust, and each of its
present or former trustees, officers, employees, representatives, or any
such controlling person, may incur under the 1933 Act, the 1934 Act, any
other statute (including Blue Sky laws) or any rule or regulation
thereunder, or under common law or otherwise, (a) arising out of or based
upon any untrue, or alleged untrue, statement of a material fact contained
in the Trust's registration statement or any prospectus, as from time to
time amended or supplemented, or annual or interim report to shareholders
or the omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statement not
misleading, but only if such statement or omission was made in reliance
upon, and in conformity with, information relating to the Distributor and
furnished to the Trust or its counsel by the Distributor for the purpose
of, and used in, the preparation thereof; or (b) as a result of
Distributor's failure to comply with the Terms of this Agreement, except to
the extent and such losses result from the Trust's willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties, under this Agreement.
The Distributor's Agreement to indemnify the Trust, and any of the
foregoing indemnitees, is expressly conditioned upon the Distributor's
being notified of any action brought against the Trust, and any of the
foregoing indemnitees, such notification to be given by letter or telegram
addressed to Distributor's President, within a reasonable time after the
summons or other first legal process giving information of the nature of
the claim shall have been served upon the Trust or such person, but the
failure so to notify Distributor of any such action shall not relieve
Distributor from any liability which Distributor may have to the person
against whom such action is brought by
6
reason of any such untrue, or alleged untrue, statement or omission,
otherwise than on account of Distributor's indemnity agreement contained in
this Section 4.2(a).
4.2(b) The Distributor shall be entitled to participate at its own
expense in the defense or, if it so elects, to assume the defense of any
suit brought to enforce any such loss, claim, demand, liability, damage or
expense, but if the Distributor elects to assume the defense, such defense
shall be conducted by counsel chosen by the Distributor and approved by the
Trust, which approval shall not be unreasonably withheld. In the event the
Distributor elects to assume the defense of any such suit and retain such
counsel, the indemnified defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by them. If the
Distributor does not elect to assume the defense of any such suit, or in
case the Trust does not, in the exercise of reasonable judgment, approve of
counsel chosen by the Distributor, the Distributor will reimburse the
indemnified person or persons named as defendant or defendants in such
suit, for the fees and expenses of any counsel retained by the Trust and
them. The Distributor's indemnification agreement contained in this
Section 4.2 and the Distributor'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 Trust, and each of its
present or former trustees, officers, employees, representatives or any
controlling person, and shall survive the delivery of any Shares and the
termination of this Agreement. This Agreement of indemnity will inure
exclusively to the Trust's benefit, to the benefit of each of its present
or former trustees, officers, employees or representatives or to the
benefit of any controlling persons and their successors. The Distributor
agrees promptly to notify the Trust of the commencement of any litigation
or proceedings against the Distributor or any of its officers or directors
in connection with the issue and sale of any of the Shares.
5. OFFERING OF SHARES.
------------------
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 such 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 1933 Act, or if and so long as the current prospectus
as required by Section 10 of the 1933 Act, as amended, is not on file with
the Commission; provided, however, that nothing contained in this paragraph
5 shall in any way restrict or have an application to or bearing upon the
Trust's obligation to repurchase Shares from any shareholder in accordance
with the provisions of the prospectus or Declaration of Trust.
7
6. LIMITATION OF LIABILITY.
-----------------------
6.1 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
performance of its obligations and duties under this Agreement, except a
loss resulting from the Distributor's willful misfeasance, bad faith or
gross negligence in the performance of such duties and obligations, or by
reason of its reckless disregard thereof. Furthermore, the Distributor
shall not be liable for any action taken or omitted to be taken in good
faith in accordance with instructions received by the Distributor from an
officer or representative of the Trust.
6.2 The Distributor assumes no responsibility hereunder, and shall
not be liable, for any damage, loss of data, errors, delay or any other
loss whatsoever caused by events beyond its reasonable control. The
Distributor will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond its
control. At the request of the Trust, the Distributor will provide to the
Trust a copy of the Distributor's current disaster recovery plan, or, at
the discretion of the Distributor, a summary thereof.
7. TERM.
----
7.1 This Agreement shall become effective with respect to each Fund
listed on Schedule A hereof as of the date hereof and, with respect to each
Fund not in existence on that date, on the date an amendment to Schedule A
to this Agreement relating to that Fund is executed. Unless sooner
terminated as provided herein, this Agreement shall continue in effect with
respect to each Fund until October 31, 2001. Thereafter, if not
terminated, this Agreement shall continue automatically in effect as to
each Fund for successive annual periods, provided such continuance is
specifically approved at least annually by (i) the Trust's Board of
Trustees or (ii) the vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the
outstanding voting securities of a Fund, and provided that in either event
the continuance is also approved by a majority of the Trust's Board of
Trustees who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of
any party to this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval.
7.2 This Agreement may be terminated without penalty with respect to
a particular Fund (1) through a failure to renew this Agreement at the end
of a term, (2) upon mutual consent of the parties, or (3) on no less than
thirty (30) days' written notice, by the Trust's Board of Trustees, by vote
of a majority (as defined with respect to voting securities in the 1940
Act) of the outstanding voting securities of a Fund, or by the Distributor
(which notice may be waived by the party entitled to such notice). In
addition, this Agreement may be terminated at any time, without penalty,
with respect to a particular Fund by vote of a majority of the members of
the Board of Trustees who are not interested persons of the Trust (as
defined in the ▇▇▇▇ ▇▇▇) and have no direct or indirect financial interest
in this Agreement. The terms of this Agreement shall not be waived,
altered, modified, amended or supplemented in any manner whatsoever except
by a written instrument signed by the Distributor and the Trust. This
Agreement will also terminate automatically in the event of its assignment
(as defined in the 1940 Act).
8
8. MISCELLANEOUS.
-------------
8.1 The services of the Distributor rendered to the Funds are not
deemed to be exclusive. The Distributor may render such services and any
other services to others, including other investment companies. The Trust
recognizes that from time to time directors, officers, and employees of the
Distributor may serve as directors, trustees, officers and employees of
other entities (including other investment companies), that such other
entities may include the name of the Distributor as part of their name and
that the Distributor or its affiliates may enter into distribution,
administration, fund accounting, transfer agent or other agreements with
such other entities.
8.2 Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records
relative to the Funds and prior, present or potential shareholders of the
Trust (and clients of said 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 may not be withheld where the
Distributor may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or
investigation, or when so requested by the Trust. Records and information
which have become known to the public through no wrongful act of the
Distributor or any of its employees, agents or representatives shall not be
subject to this paragraph.
8.3 This Agreement shall be governed by Wisconsin law. To the extent
that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act,
the latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the Commission
thereunder. Any provision of this Agreement which may be determined by
competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
8.4 Any notice required or to be permitted to be given by either
party to the other shall be in writing and shall be deemed to have been
given when sent by registered or certified mail, postage prepaid, return
receipt requested, as follows: Notice to the Distributor shall be sent to
Sunstone Distribution Services, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and notice to
the Trust shall be sent to Choice Funds, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
8.5 This Agreement is executed by the Trust with respect to each of
the Funds and the obligations hereunder are not binding upon any of the
trustees, officers or shareholders of the Trust individually but are
binding only upon the Fund to which such obligations pertain and the assets
and property of such Fund. All obligations of the Trust under this
Agreement shall apply only on a Fund-by-Fund basis, and the assets of one
Fund shall not be liable for the obligations of another Fund. The Fund's
Declaration of Trust is on file with the Secretary of State of Delaware.
9
8.6 This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original agreement but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by a duly authorized officer as of the day and year first above
written.
CHOICE FUNDS
(the "Trust")
By:____________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
SUNSTONE DISTRIBUTION SERVICES, LLC
(the "Distributor")
By: ______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
10
