SHAREHOLDER SERVICE PLAN AND AGREEMENT
CRESTFUNDS, INC.
TRUST CLASS
CrestFunds, Inc. (the "Fund") is an open-end investment company registered
under the Investment Company Act of 1940, as amended, and currently consisting
of a number of separately managed portfolios (the "Portfolios"). The Fund
desires to retain SEI Investments Distribution Co. (the "Distributor"), a
Pennsylvania corporation, to itself provide, or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Trust Class shares (the "Shares") of the
following Portfolios of the Fund: Limited Term Bond Fund; Intermediate Bond
Fund; Government Bond Fund; Maryland Municipal Bond Fund; Virginia Intermediate
Municipal Bond Fund; Virginia Municipal Bond Fund; Value Fund; Capital
Appreciation Fund; and Special Equity Fund. The Distributor is willing to
itself provide, or to compensate service providers for providing, such
shareholder services in accordance with the terms and conditions of this
Agreement.
Section 1. The Distributor will provide, or will enter into written
agreements in the form attached hereto as EXHIBIT A with service providers
pursuant to which the service providers will provide, one or more of the
following shareholder services to Clients who may from time to time beneficially
own the Shares;
(i) maintaining sub-accounts relating to Clients that invest in
Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services
performed by the Distributor or any service provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;
(vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Fund and/or the transfer
agent for the Fund;
(viii) assisting Clients in changing dividend options, account
designations, and addresses;
(ix) providing subaccounting with respect to Shares beneficially
owned by Clients;
(x) processing dividend payments from the Fund on behalf of
Clients; and
(xi) providing such other similar services as the Fund may
reasonably request to the extent that the Distributor and/or the
service provider is permitted to do so under applicable laws or
regulations.
Section 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
Section 3. Neither the Distributor nor any of its officers, employees,
or agents is authorized to make any representations concerning the Fund or the
Shares except those contained in the Fund's then-current prospectus or Statement
of Additional Information for the Shares, copies of which will be supplied to
the Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
Section 4. For purposes of this Agreement, the Distributor and each
service provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Fund harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Fund or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.
Section 5. In consideration of the services and facilities to be
provided by the Distributor or any service provider, each Portfolio that has
issued the Shares will pay to the Distributor a fee, as agreed from time to
time, at an annual rate of up to .25% (twenty-five basis points) of the average
net asset value of all of the Shares of each Portfolio, which fee will be
computed daily and paid monthly. The Fund may, in its discretion and without
notice, suspend or withdraw the sale of the Shares of any Portfolio, including
the sale of the Shares to any service provider for the account of any Client or
Clients. The Distributor may waive all or any portion of its fee from time to
time.
Section 6. The Distributor shall provide the Fund, for review by the
Fund's Board of Directors, and the Directors shall review, at least quarterly, a
written report of the amounts expended pursuant to Section 5 of this Agreement
and the purposes for which such expenditures were made. Such written report
shall be in a form satisfactory to the Fund and shall supply all information
necessary for the Board to discharge its responsibilities.
Section 7. The Fund may enter into other similar servicing agreements
with any other person or persons without the Distributor's consent.
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Section 8. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of the Shares.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Fund or its designee and
shall continue until terminated by either party. This Agreement is terminable
with respect to the Shares of any Portfolio, without penalty, at any time by the
Fund or by the Distributor upon written notice to the Fund.
Section 10. All notices and other communications to either the Fund or
to the Distributor will be duly given if mailed, telegraphed, telefaxed, or
transmitted by similar communications device to the appropriate address stated
herein, or to such other address as either party shall so provide the other.
Section 11. This Agreement will be construed in accordance with the laws
of the Commonwealth of Virginia and may not be "assigned" by either party
thereto as that term is defined in the Investment Company Act of 1940.
By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.
CRESTFUNDS, INC.
By: /s/ Xxxxx X. Xxxxxx Date: September 30, 1998
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Name: Xxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ S. Xxxxxxxx X. Xxxxxxx Date: September 30, 1998
--------------------------- ------------------
Name: S. Xxxxxxxx X. Xxxxxxx
Title: Vice President and Assistant Secretary
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EXHIBIT A
SHAREHOLDER SERVICE PROVIDER AGREEMENT
CRESTFUNDS, INC.
TRUST CLASS
SEI Investments Distribution Co. (the "Distributor") is the distributor for
CrestFunds, Inc. (the "Fund"), an open-end investment company registered under
the Investment Company Act of 1940, as amended, and currently consisting of a
number of separately managed portfolios (the "Portfolios"). Pursuant to a
Shareholder Service Plan and Agreement between the Fund and the Distributor, the
Distributor is authorized to retain _________________, a _______________ (the
"Service Provider") to provide the shareholder services described in Section 1
to clients of the Service Provider (the "Clients") who from time to time
beneficially own Trust Class shares (the "Shares") of the following Portfolios
of the Fund: Limited Term Bond Fund; Intermediate Bond Fund; Government Bond
Fund; Maryland Municipal Bond Fund; Virginia Intermediate Municipal Bond Fund;
Virginia Municipal Bond Fund; Value Fund; Capital Appreciation Fund; and Special
Equity Fund. The Service Provider is willing to provide such services in
accordance with the terms and conditions of this Agreement.
Section 1. The Service Provider agrees to provide one or more of the
following shareholder services to Clients who from time to time beneficially own
the Shares:
(i) maintaining sub-accounts relating to Clients that invest in
Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services performed
by the Service Provider;
(v) responding to inquiries from Clients concerning their investments
in Shares;
(vi) forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual financial statements
and dividend, distribution and tax notices) to Clients;
(vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Fund and/or the transfer agent for
the Fund;
(viii) assisting Clients in changing dividend options, account
designations, and addresses;
(ix) providing subaccounting with respect to Shares beneficially owned
by Clients;
(x) processing dividend payments from the Fund on behalf of the
Clients; and
(xi) providing such other similar services as the Fund may, through the
Distributor, reasonably request to the extent that the Service Provider is
permitted to do so under applicable laws or regulations.
Section 2. The Service Provider will provide all office space and
equipment, telephone facilities and personnel (which may be part of the space,
equipment and facilities currently used in the Service Provider's business, or
any personnel employed by the Service Provider) as may be reasonably necessary
or beneficial in order to provide the aforementioned services and assistance to
Clients.
Section 3. Neither the Service Provider nor any of its officers,
employees, or agents are authorized to make any representations concerning the
Fund or the Shares except those contained in the Fund's then-current prospectus
or Statement of Additional Information for the Shares, copies of which will be
supplied to the Service Provider, or in such supplemental literature or
advertising as may be authorized in writing.
Section 4. For purposes of this Agreement, the Service Provider will be
deemed to be an independent contractor, and will have no authority to act as
agent for the Distributor or the Fund in any matter or in any
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respect. By its written acceptance of this Agreement, the Service Provider
agrees to and does release, indemnify, and hold the Distributor and the Fund
harmless from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions, or inactions of or by the Service
Provider or its officers, employees, or agents regarding the Service Provider's
responsibilities hereunder or the purchase, redemption, transfer, or
registration of Shares (or orders relating to the same) by or on behalf of
Clients. The Service Provider and its officers and employees will, upon
request, be available during normal business hours to consult with
representatives of the Distributor or the Fund or their designees concerning the
performance of the Service Provider's responsibilities under this Agreement.
Section 5. In consideration of the services and facilities provided by the
Service Provider hereunder, the Distributor will pay to the Service Provider,
and the Service Provider will accept as full payment therefor, a fee, as agreed
from time to time, at an annual rate of up to .25% (twenty-five basis points) of
the average daily net asset value of the Shares of each Portfolio owned by all
Clients of the Service Provider with whom the Service Provider has a servicing
relationship (the "Clients' Share"), which fee will be computed daily and paid
monthly.
Section 6. The Fund or the Distributor may enter into other similar
servicing agreements with any other person or persons without the Service
Provider's consent.
Section 7. By its written acceptance of this Agreement, the Service
Provider represents, warrants and agrees that: (i) the Service Provider will
disclose to its Clients the compensation payable to it in connection with the
investment of such Clients' assets in Shares, such compensation will be
authorized by its Clients, and such compensation will not be excessive; (ii) the
services provided by the Service Provider under this Agreement will in no event
be primarily intended to result in the sale of Shares; and (iii) if an issue
pertaining to this Agreement is submitted for shareholder approval, the Service
Provider will vote any Shares held for its own account in the same proportion as
the vote of those Shares held for its Clients' accounts.
Section 8. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Distributor or its designee
and shall continue until terminated by either party. This Agreement is
terminable with respect to the Shares of any Portfolio, without penalty, at any
time by the Distributor or by the Service Provider upon written notice to the
Distributor.
Section 9. All notices and other communications to either the Distributor
or to the Service Provider will be duly given if mailed, telegraphed, telefaxed,
or transmitted by similar communications device to the appropriate address
stated herein, or to such other address as either party shall so provide the
other.
Section 10. This Agreement will be construed in accordance with the laws of
the Commonwealth of Virginia and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
By their signatures, the Distributor and the Service Provider agree to the terms
of this Agreement.
SEI INVESTMENTS DISTRIBUTION CO.
By: Date:
------------------------- --------------------
Name:
Title:
------------------------------
(Service Provider)
By: Date:
------------------------- --------------------
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Name:
Title:
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EXHIBIT 1
Pursuant to Section 5 of the Shareholder Service Provider Agreement, Service
Provider shall be entitled to compensation for sales of the Shares as follows:
.05% of the average daily net assets of the bond funds sold by Service Provider.
.10% of the average daily net assets of the equity funds sold by Service
Provider.
This fee shall be calculated daily and paid monthly.
225608.v2
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