DISTRIBUTION COORDINATION AGREEMENT
Kennedy Capital Management, Inc.
10829 Olive Boulevard
St. Louis, MO 63131
Dear Ladies and Gentlemen:
This Distribution Coordination Agreement is entered into pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act")
by Threshold Advisor Funds, Inc., a Maryland corporation (the "Fund"), as part
of a plan pursuant to Rule 12b-1 (the "Plan"). The Plan has been approved by a
majority of the Directors who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or
any related agreement (the "Independent Directors"), cast in person at a meeting
called for the purpose of voting on such Plan. Such approval included a
determination that, in the exercise of the reasonable business judgment of the
Board of Directors and in light of the Directors' fiduciary duties, there is a
reasonable likelihood that the Plan will benefit the Fund and its shareholders.
1. You agree to act as the Fund's distribution coordinator by
coordinating the distribution of the shares of the Fund's currently existing and
hereinafter created portfolios ("Portfolios") through Unified Financial
Securities, Inc. ("Unified"), the Fund's distributor, and by providing related
shareholder services to accounts that are sold by Unified without the
participation of a dealer ("House Accounts"). For providing these distribution
coordination services to House Accounts, each Portfolio shall pay you an annual
fee, calculated daily and paid monthly, at the rate set forth on Schedule B to
the Plan. We understand that your employees and officers may be registered
broker-dealer representatives of Unified as required under applicable securities
laws.
2. The fees paid to you under the Plan may be used to pay for any
Distribution Expenses, as set forth in the Plan, primarily intended to result in
the coordination of the sale of the Portfolios' shares. Expenses shall be deemed
incurred whether paid directly by you or by a third party to the extent
reimbursed therefor by you.
3. In no event may the aggregate annual fee paid to you by a Portfolio
exceed the amount set forth in Schedule B of the Plan without approval by a
majority of the outstanding shares of that Portfolio.
4. You agree to furnish each Portfolio with such information as shall
reasonably be requested by the Fund's Board of Directors with respect to the
fees paid to you pursuant to this Agreement.
5. You agree to furnish to the Board of Directors of the Fund, and the
Board shall review, at least quarterly, or at such other more frequent intervals
as reasonably requested by the Board, a written report of the amounts expended
under the Plan by you with respect to the Portfolios and the purposes for which
such expenditures were made.
This Agreement may be terminated by us or by you, by the vote of a
majority of the Directors of the Fund who are Independent Directors, or by vote
of a majority of the outstanding shares of a Portfolio, on sixty (60) days'
written notice, all without payment of any penalty. It shall also be terminated
automatically by any act that terminates the Plan.
The provisions of the Plan, insofar as they relate to you, and Schedule
B of the Plan are incorporated herein by reference.
This Agreement shall take effect as of December 7, 2000, and the terms
and provisions thereof are hereby accepted and agreed to by us as evidenced by
our execution hereof.
THRESHOLD ADVISOR FUNDS, INC.
/s/ Charles W. Schweizer
Charles W. Schweizer
President
Agreed and Accepted:
KENNEDY CAPITAL MANAGEMENT, INC.
/s/ Charles W. Schweizer
Charles W. Schweizer
President
