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EXHIBIT 15(C)
SHAREHOLDER SERVICING AGREEMENT
With Respect to Shares of the
Aggressive Growth, U.S. Government Securities,
Capital Income, Equity, Fixed Income, Asset Allocation
and California Tax-Exempt Bond Funds
of
PACIFIC HORIZON FUNDS, INC.
Concord Financial Group, Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We wish to enter into this Shareholder Servicing Agreement ("Agreement") with
you concerning the provision of support services to our clients ("Clients") who
may from time to time beneficially own Shares of the Aggressive Growth, U.S.
Government Securities, Capital Income, Equity, Fixed Income, Asset Allocation
and California Tax-Exempt Bond Funds (collectively the "Funds") of Pacific
Horizon Funds, Inc. (the "Company") of which you are the principal underwriter
as defined in the Investment Company Act of 1940 (the "Act") and the exclusive
agent for the continuous distribution of said Xxxxxx. Shares of the seven
Funds named above are hereinafter referred to collectively as "Shares."
The terms and conditions of this Agreement are as follows:
Section 1. We agree to provide the following support services to Clients who
may from time to time acquire and beneficially own Shares(1): (i) establishing
and maintaining accounts and records relating to Clients that invest in Shares;
(ii) processing dividend and distribution payments from the Funds on behalf of
Clients; (iii) providing information periodically to Clients regarding their
positions in Shares; (iv) arranging for bank wires; (v) responding to Client
inquiries concerning their investments in Shares; (vi) providing the
information to the Funds necessary for accounting or subaccounting; (vii) if
required by law, forwarding shareholder communications from the Funds (such as
proxies, shareholder reports, annual and semiannual financial statements and
dividend, distribution and tax notices) to Clients; (viii) assisting in
processing exchange and
____________________
(1) Services may be modified or omitted in the particular case
and items relettered or renumbered.
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redemption requests from Clients; (ix) assisting Clients in changing dividend
options, account designations and addresses; and (x) providing such other
similar services as you may reasonably request to the extent we are permitted
to do so under applicable statutes, rules and regulations.
Section 2. We will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in our business, or any personnel employed by us) as
may be reasonably necessary or beneficial in order to provide the
aforementioned services and assistance to Clients.
Section 3. Neither we nor any of our officers, employees or agents are
authorized to make any representations concerning you or the Shares except
those contained in the Funds' applicable prospectuses and statements of
additional information for the Shares, copies of which will be supplied by you
to us, or in such supplemental literature or advertising as may be authorized
by you in writing.
Section 4. For all purposes of this Agreement we will be deemed to be an
independent contractor, and will have no authority to act as agent for you or
the Funds in any matter or in any respect. We and our employees will, upon
request, be available during normal business hours to consult with you or your
designees concerning the performance of our responsibilities under this
Agreement. We will not engage in activities pursuant to this Agreement which
constitute acting as a broker or dealer under state law unless we have obtained
the licenses required by such law.
Section 5. In consideration of the services and facilities provided by us
hereunder, you will pay to us, and we will accept as full payment therefor, a
fee at the annual rate of ____ of 1% of the average daily net asset value of
the Shares beneficially owned by our Clients for whom we are the dealer of
record or holder of record or with whom we have a servicing relationship (the
"Clients' Shares"). Said fee will be computed daily and payable monthly. For
purposes of determining the fee payable under this Section 5, the average daily
net asset value of the Clients' Shares will be computed in the manner specified
in the Funds' Registration Statement (as the same is in effect from time to
time) in connection with the computation of the net asset value of the
particular Shares involved for purposes of purchases and redemptions. The fee
rate stated above may be prospectively increased or decreased by you, in your
sole discretion, at any time upon notice to us. Further, you may, in your
discretion and without notice, suspend or withdraw the sale of Shares,
including the sale of Shares for the account of any Client or Clients.
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Section 6. We acknowledge that you will provide to the Funds' Board of
Directors, and the Board of Directors will review, at least quarterly, a
written report of the amounts expended pursuant to this Agreement and the
purposes for which such expenditures were made. In connection with such
reviews, we will furnish you or your designees with such information as you or
they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Clients of the services described
herein), and will otherwise cooperate with you and your designees (including,
without limitation, any auditors designated by you), in connection with the
preparation of reports to the Funds' Board of Directors concerning this
Agreement and the monies paid or payable by you pursuant hereto, as well as any
other reports or filings that may be required by law.
Section 7. You may enter into other similar Agreements with any other person
or persons without our consent.
Section 8. We hereby represent, warrant and agree that the compensation
payable to us hereunder, together with any other compensation payable to us by
our Clients in connection with the investment of their assets in Shares of the
Funds, will be disclosed by us to our Clients, will be authorized by our
Clients and will not result in an excessive or unreasonable fee to us. We
hereby further represent, warrant and agree that in no event will any of the
services provided by us hereunder be primarily intended to result in the sale
of Shares.
Section 9. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by you or your designee. Unless sooner
terminated, this Agreement will continue until October 31, 1993, and thereafter
will continue automatically for successive annual periods provided such
continuance is specifically approved at least annually by the Funds in the
manner described in Section 12. This Agreement is terminable with respect to
any class of Shares, without penalty, at any time by the Funds (which
termination may be by a vote of a majority of the Disinterested Directors as
defined in Section 12 or by vote of the holders of a majority of the
outstanding Shares of such class) or by us or you upon notice to the other
party hereto. This Agreement will also terminate automatically in the event of
its assignment (as defined in the Act).
Section 10. All notices and other communications to either you or us will be
duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address stated herein, or to such
other address as either party shall so provide the other.
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Section 11. This Agreement will be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of conflict
of laws.
Section 12. This Agreement has been approved by vote of a majority of (a)
the Funds' Board of Directors and (b) those Directors of the Funds who are not
"interested persons" (as defined in the Act) of the Funds and have no direct or
indirect financial interest in the operation of the Shareholder Service Plan
adopted by the Funds regarding the provision of support services in connection
with the Shares or in any agreement related thereto cast in person at a meeting
called for the purpose of voting on such approval ("Disinterested Directors").
Very truly yours,
_________________________________
Service Organization Name
(Please Print or Type)
_________________________________
Address
_________________________________
City State Zip Code
Date:__________________ By:______________________________
Authorized Signature
NOTE: Please return both signed copies of this Agreement to Concord Financial
Group, Inc. Upon acceptance one countersigned copy will be returned for your
files.
Accepted:
CONCORD FINANCIAL GROUP, INC.
Date:___________________ By:__________________________
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PACIFIC HORIZON FUNDS, INC.
AUTHORIZATION
The following person or persons represent(s) and warrant(s) that he (they) are
fully authorized to purchase or redeem shares on behalf of the beneficial
owners.
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Name Signature
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Title Date
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Name Signature
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Title Date
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Name Signature
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Title Date
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Name Signature
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Title Date
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