Exhibit 99.(e)4
DISTRIBUTION AGREEMENT
AGREEMENT made this ____ day of _________, 2004, between Skyline Funds
(the "Trust"), having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, and Funds Distributor, Inc. ("Distributor"), having its principal place
of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
WHEREAS, the Trust is an open-end management investment company,
organized as a Massachusetts business 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 of
Trust then in effect under the Securities Act of 1933, as amended (the
"Securities Act") and the 1940 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-1A, 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 may 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, including investment companies having
investment objectives similar to those of the Trust. The Trust further
understands that investors and potential investors in the Trust may invest in
shares of such other investment companies. The Trust agrees that
Distributor's duties to such other investment companies shall not be deemed
in conflict with its duties to the Trust under this Section 1.2.
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1.3 Distributor shall engage in such activities as it deems
appropriate in connection with the promotion and sale of the Shares, which
may include advertising, compensation of underwriters, dealers and sales
personnel, the printing and mailing of Prospectuses to prospective investors
other than current Shareholders, and the printing and mailing of sales
literature. Distributor may enter into dealer agreements and other selling
agreements with broker-dealers and other intermediaries.
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 applicable rules and regulations promulgated by the Commission
thereunder, and all applicable rules and regulations adopted by any
securities association registered under the Securities Exchange Act of 1934.
1.5 Distributor will transmit any orders received by it for
purchase or redemption of the Shares to the transfer agent for the Funds, and
may instruct dealers and other intermediaries to transmit order directly to
the transfer agent.
1.6 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.
1.7 The Trust agrees to inform the Distributor from time to time of
the states in which the Fund or its administrator has registered or otherwise
qualified shares for sale, and 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.
1.8 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.
1.9 The Trust represents and warrants to Distributor that all
registration statements, and each Prospectus, filed by the Trust with the
Commission under the Securities Act and the 1940 Act shall be prepared in
conformity with requirements of said Acts and rules and regulations of the
Commission thereunder. The registration statement and Prospectus shall
contain all statements required to be stated therein in conformity
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with said Acts and the rules and regulations of the Commission thereunder,
and all statements of fact contained in any such registration statement and
Prospectus 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 within 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.
1.10 The Trust may use, or may request Distributor to use, an
electronic processing system over the internet in which electronically
transmitted orders are forwarded electronically for processing under
circumstances in which Distributor will not review the orders. Under such
circumstances, the Trust acknowledges and agrees that it will independently
determine that any third party used by the Trust to process orders is a
satisfactory service provider and that the Distributor's review will not be
necessary.
1.11 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.
1.12 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 harmless the Distributor, its several officers and
employees, and any person who controls the Distributor within the meaning of
Section 15 of the Securities Act, 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 officers and employees, or any such controlling person, may
incur (a) as the result of acting as
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distributor of the Funds and entering into selling agreements, shareholder
servicing agreements or similar agreements with financial intermediaries on
behalf of the Trust; (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 therein not misleading or
(iii) any Trust-related advertisement or sales literature that contains any
untrue statement, or alleged untrue statement, of a material fact, or any
omission, or alleged omission, to state a material fact required to be stated
therein to make the statements therein not misleading, 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 at the Trust's request; provided, however, that the
Trust's agreement to indemnify the Distributor, its officers or employees,
and any such controlling person shall not be construed to cover any claims,
demands, liabilities or expenses arising out of or based upon (a) any
statements or representations as are contained in any Prospectus,
advertisement or sales literature as are furnished in writing to the Trust by
the Distributor for use in the registration statement or in corresponding
statements made in the Prospectus, advertisement or sales literature, or any
omission to state a material fact required to be stated in such materials
that would be necessary to make the information therein not misleading, or
(b) the willful misfeasance, bad faith or gross negligence of the Distributor
in the performance of its duties or the Distributor's reckless disregard of
its obligations and duties under this Agreement.
In the event of a formal legal action against the Distributor, its
officers or employees, or any such controlling person, the Distributor shall
provide the Trust with written notice of the action, identifying the persons
against whom such action is brought, promptly following receipt of service of
the summons or other first legal process, and in any event within ten (10) days
of such receipt. 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 and 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,
omission or wrongful act 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 Distrubutor and any other defendants in such suit shall bear
the fees and expenses of any additional counsel retained by 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 by the
Trust, the Trust will reimburse the Distributor, its officers, employees, and
controlling persons named as defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them to the extent related to a claim,
demand, liability or expense covered under this Section 1.12. The Trust's
indemnification agreement contained in this Section 1.12 shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of the Distributor, its officers and employees, or any controlling
person, and shall survive the delivery of any Shares.
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1.13 The Distributor agrees to indemnify, defend and hold harmless
the Trust, its several officers and Trustees, and any person who controls the
Trust within the meaning of Section 15 of the Securities Act, 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 (a) under the Securities Act or under common law or otherwise, arising
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 to state a material fact required to be stated in
such materials that would be necessary to make the information therein not
misleading, (b) the willful misfeasance, bad faith or gross negligence of the
Distributor in the performance of its duties, or the Distributor's reckless
disregard of its obligations and duties under this Agreement, or (c) the
Distributor's failure to comply with laws applicable to it in connection with
its activities hereunder (other than in respect of Trust-related
advertisements or sales literature that fails to comply with applicable laws
notwithstanding the exercise of reasonable care in the preparation and review
thereof by the Distributor).
In the event of a formal legal action against the Trust, its officers
or Trustees, or any such controlling person, the Trust shall provide the
Distributor with written notice of the action, identifying the persons against
whom such action is brought, promptly following the receipt of service of the
summons or other first legal process, and in any event within ten (10) days of
such receipt. The Distributor 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 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,
omission or wrongful act on the Distributor's part, the Trust 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 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 named as 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 1.13. The Distributor's indemnification agreement
contained in this Section 1.13 shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Trust, its
officers and employees, or any controlling person, and shall survive the
delivery of any Shares.
1.14 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
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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 this Section 1.14 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.
1.15 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 or 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
(d) of any 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,
which could reasonably be expected to have a material
negative impact upon the offering of Shares.
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
unless they would reasonably be expected to have a material negative impact upon
the offering of Shares.
1.16 The Distributor agrees on behalf of itself and its officers
and employees to treat confidentiality 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.
1.17 This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
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2. FEE.
[INCLUDE IF APPLICABLE:] 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 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 offer 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.
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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 next determined, 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 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.)
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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. 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.
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9.2 The Distributor shall include specific contractual provisions
regarding anti-money laundering compliance obligations in agreements entered
into by the Distributor with any dealer that is 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: _______, with copy to ______________; and if
to Distributor, to it at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Attn:
Broker Dealer Chief Compliance Officer, 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 MASSACHUSETTS
BUSINESS TRUST
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of Massachusetts, 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 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.
* * * * * *
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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.
SKYLINE FUNDS
By:
-----------------------------------------
Name:
Title:
FUNDS DISTRIBUTOR, INC.
By:
-----------------------------------------
Name:
Title:
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SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN SKYLINE FUNDS
AND FUNDS DISTRIBUTOR, INC.
FUNDS
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SERVICE AND DISTRIBUTION PLAN
[IF APPLICABLE]
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