EXHIBIT (6)(a)
DISTRIBUTION AGREEMENT
Distribution Agreement made as of February 11, 1997 between THE INFINITY
MUTUAL FUNDS, INC., a Maryland corporation having its principal office and place
of business at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
(herein called the "Fund"), and BISYS FUND SERVICES LIMITED PARTNERSHIP, an Ohio
limited partnership having its principal office and place of business at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000-0000 (herein called the "Distributor").
WHEREAS, the Fund is an open-end, management investment company and is so
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and consisting of the portfolios set forth on Schedule 1 hereto, as such
Schedule may be revised from time to time (each, a "Series"); and
WHEREAS, the Fund desires to retain the Distributor as distributor for
certain Series' shares of common stock, par value $.001 per share (the
"Shares"), and the Distributor is willing to render such services;
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein the parties hereto agree as follows:
I. DELIVERY OF DOCUMENTS
The Fund has delivered to the Distributor copies of the following documents
and will deliver to the Distributor all future amendments and supplements
thereto, if any:
(a) The Fund's Articles of Incorporation and all amendments and supplements
thereto (as presently in effect and as from time to time amended or
supplemented, herein called the "Charter");
(b) The Fund's By-laws (as presently in effect and as from time to time
amended, herein called the "By-laws");
(c) Resolutions of the Board of Directors of the Fund authorizing the
execution and delivery of this Agreement;
(d) The Fund's Registration Statement under the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940 Act on Form N-1A most recently filed with
the Securities and Exchange Commission (the "Commission") relating to the
Shares, and all subsequent amendments or supplements thereto (the "Registration
Statement");
(e) The Fund's Notification of Registration under the 1940 Act on Form N-8A
as filed with the Commission; and
(f) The Fund's current Prospectuses and Statements of Additional
Information of the Series (as presently in effect and as from time to time
amended and supplemented, herein called individually the "Prospectus" and
collectively the "Prospectuses").
II. DISTRIBUTION
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints the Distributor as
principal distributor of the Series' Shares and the Distributor hereby accepts
such appointment and agrees to render the services and duties set forth in this
Section II.
2. SERVICES AND DUTIES.
(a) The Fund agrees to sell through the Distributor, as agent, from time to
time during the term of this Agreement, Shares of the Series (whether authorized
but unissued or treasury shares, in the Fund's sole discretion) upon the terms
and at the current offering price as described in the applicable Prospectus. The
Distributor will act only in its own behalf as principal in making agreements
with selected dealers or others for the sale and redemption of Shares, and shall
sell Shares only at the offering price thereof as set forth in the applicable
Prospectus. The Distributor shall devote its best efforts to effect the sale of
Shares of each Series, but shall not be obligated to sell any certain number of
Shares.
(b) In all matters relating to the sale and redemption of Shares, the
Distributor will act in conformity with the Fund's Charter, By-laws and
Prospectuses and with the instructions and directions of the Fund's Board of
Directors and will conform to and comply with the requirements of the 1933 Act,
the 1940 Act, the regulations of the National Association of Securities Dealers,
Inc. and all other applicable Federal or state laws and regulations. In
connection with the sale of Shares, the Distributor acknowledges and agrees that
it is not authorized to provide any information or make any representation other
than as contained in the Fund's Registration Statement or Prospectuses and any
sales literature specifically approved by the Fund.
(c) Unless the Fund has adopted with respect to the Series a plan pursuant
to Rule 12b-1 under the 1940 Act which provides otherwise, the Distributor will
bear the costs and expenses of (i) printing and distributing to prospective
investors copies of any Prospectus (including any supplement thereto) and annual
and interim reports of the Series (after such items have been prepared and set
in type by the Fund) which are used in connection with the offering of Shares of
a Series; and (ii) preparing, printing and distributing any other literature
used by the Distributor in connection with the sale of the Shares; PROVIDED,
HOWEVER, that the Distributor shall not be obligated to bear the expenses
incurred by the Fund in connection with the preparation and printing
Prospectuses used for regulatory purposes and for distribution to existing
shareholders.
(d) All Shares of the Series offered for sale by the Distributor shall be
offered for sale to the public at a price per Share (the "offering price") equal
to (i) their net asset value (determined in the manner set forth in the Fund's
Charter and then-current Prospectuses) plus, (ii) a sales charge (if any) which
shall be the percentage of the offering price of such Shares as set forth in the
Fund's then-current Prospectuses. The offering price, if not an exact multiple
of one cent, shall be adjusted to the nearest cent. If a sales charge is in
effect, the Distributor shall have the right to pay a portion of the sales
charge to broker-dealers and other persons who have sold shares of the Series.
Concessions by the Distributor to broker- dealers and other persons shall be set
forth in either the selling agreements between the Distributor and such broker-
dealers and persons or, if such concessions are described in the then-current
Prospectuses, shall be as so set forth. No broker- dealer or other person who
enters into a selling agreement with the Distributor shall be authorized to act
as agent for the Fund in connection with the offering or sale of its Shares to
the public or otherwise. The Fund reserves the right to reject any order but
will not do so without reasonable cause.
(e) If any Shares sold by the Distributor under the terms of this Agreement
are redeemed or repurchased by the Fund or by the Distributor as agent or are
tendered for redemption within seven business days after the date of
confirmation of the original purchase of said Shares, the Distributor shall
forfeit the amount (if any) above the net asset value received by it in respect
of such Shares, provided that the portion, if any, of such amount (if any)
re-allowed by the Distributor to broker-dealers or other persons shall be
repayable to the Fund only to the extent recovered by the Distributor from the
broker-dealer or other person concerned. The Distributor shall include in the
forms of agreement with such broker-dealers and 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 Fund or by
the Distributor as agent (or tendered for redemption) within seven business days
after the date of confirmation of such initial purchases.
3. SALES AND REDEMPTIONS.
(a) The Fund shall pay all costs and expenses in connection with the
registration of the Shares under the 1933 Act, and all expenses in connection
with maintaining facilities for the issue and transfer of the Shares and for
supplying information, prices and other data to be furnished by the Fund
hereunder, and all expenses in connection with preparing, printing and
distributing any Prospectus, except as set forth in subsection 2(c) of Section
II hereof.
(b) The Fund shall execute all documents, furnish all information and
otherwise take all actions which may be reasonably necessary in the discretion
of the Fund's officers in connection with the qualification of the Shares for
sale in such states as the Distributor may designate to the Fund and the Fund
may approve, and the Fund shall pay all fees which may be incurred in connection
with such qualification. The Distributor shall pay all expenses connected with
its qualification as a dealer under state or Federal laws and, except as
otherwise specifically provided in this Agreement, all other expenses incurred
by the Distributor in connection with the sale of the Shares as contemplated in
this Agreement. It is understood that certain advertising, marketing,
shareholder servicing, administration and/or distribution expenses to be
incurred in connection with the Shares may be paid as provided in any plan which
may be adopted by the Fund in accordance with Rule 12b-1 under the 1940 Act.
(c) The Fund shall have the right to suspend the sale of Shares of any
Series at any time in response to conditions in the securities markets or
otherwise, and to suspend the redemption of Shares of any Series at any time
permitted by the 1940 Act or the rules of the Commission.
(d) The Fund reserves the right to reject any order for Shares.
(e) No Shares shall be offered by either the Fund or the Distributor under
any of the provisions of this Agreement and no orders for the purchase or sale
of Shares hereunder shall be accepted by the Fund if and so long as the
effectiveness of the Registration Statement shall be suspended under any of the
provisions of the 1933 Act, or if and so long as a Prospectus as required by
Section 10 of the 1933 Act is not on file with the Commission; provided,
however, that nothing contained in this sub-paragraph shall in any way restrict
or have any application to or bearing upon the Fund's obligation to repurchase
any Shares from any shareholder in accordance with the provisions of the Charter
or Prospectuses.
4. CONFIDENTIALITY. The Distributor will treat confidentially and as
proprietary information of the Fund all records and other information relative
to the Fund and each Series' prior or present shareholders or those persons or
entities who respond to inquiries concerning investment in a Series and, except
as provided below, will not use such records or information for any other
purpose other than for the performance of its responsibilities and duties with
regard to the Series which now exist or which may be added in the future. Any
other use by the Distributor of the records and information referred to above
may be made only after prior notification to and approval in writing by the
Fund. Such approval shall not be unreasonably withheld and may not be withheld
where (i) the Distributor may be exposed to civil or criminal contempt
proceedings for failure to divulge such information; (ii) the Distributor is
requested to divulge such information by duly constituted authorities; or (iii)
the Distributor is so requested by the Fund.
III. LIMITATION OF LIABILITY
The Distributor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund or any Series 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 or from reckless disregard by it of its obligations
and duties under this Agreement. Any person, even though also an officer,
director, partner, employee or agent of the Distributor, who may be or become an
officer, director, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or to any Series, or acting on any business of
the Fund or of any Series (other than services or business in connection with
the Distributor's duties as distributor hereunder), to be rendering such
services to or acting solely for the Fund or a Series and not as an officer,
director, partner, employee or agent or one under the control or direction of
the Distributor even though paid by the Distributor.
IV. INDEMNIFICATION
1. FUND REPRESENTATIONS. The Fund represents and warrants to the
Distributor that at all times the Registration Statement and Prospectuses will
in all material respects conform to the applicable requirements of the 1933 Act
and the rules and regulations thereunder and will not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that no
representation or warranty in this subsection shall apply to statements or
omissions made in reliance upon and in conformity with written information
furnished to the Fund by, or on behalf of, and with respect to, the Distributor
expressly for use in the Registration Statement or Prospectuses.
2. DISTRIBUTOR'S REPRESENTATIONS. The Distributor represents and warrants
to the Fund that it is duly organized as a Delaware corporation and is and at
all times will remain duly authorized and licensed to carry out its services as
contemplated herein.
3. FUND INDEMNIFICATION. The Fund will indemnify, defend and hold harmless
the Distributor, its several officers and directors, and any person who controls
the Distributor within the meaning of Section 15 of the 1933 Act, from and
against any losses, claims, damages or liabilities, joint or several, to which
any of them may become subject under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) arise out of, or are based upon, any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the
Prospectuses or in any application or other document executed by or on behalf of
the Fund, or arise out of, or are based upon, information furnished by or on
behalf of the Fund filed in any state in order to qualify the Shares under the
securities or blue sky laws thereof ("Blue Sky Application"), or arise out of,
or are based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse the Distributor, its several officers and
directors, and any person who controls the Distributor within the meaning of
Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred
by any of them in investigating, defending or preparing to defend any such
action, proceeding or claim; PROVIDED, HOWEVER, that the Fund shall not be
liable in any case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, any untrue statement, alleged untrue statement,
or omission or alleged omission made in the Registration Statement, the
Prospectuses, any Blue Sky Application or any application or other document
executed by or on behalf of the Fund in reliance upon and in conformity with
written information furnished to the Fund by or on behalf of and with respect to
the Distributor specifically for inclusion therein.
The Fund shall not indemnify any person pursuant to this subsection 3
unless the court or other body before which the proceeding was brought has
rendered a final decision on the merits that such person was not liable by
reason of his willful misfeasance, bad faith or gross negligence in the
performance of his duties, or his reckless disregard of obligations and duties,
under this Agreement ("disabling conduct") or, in the absence of such a
decision, a reasonable determination (based upon a review of the facts) that
such person was not liable by reason of disabling conduct has been made by the
vote of a majority of a quorum of Directors of the Fund who are neither
"interested persons" of the Fund (as defined in the 0000 Xxx) nor parties to the
proceeding, or by an independent legal counsel in a written opinion.
The Fund shall advance attorneys' fees and other expenses incurred by any
person in defending any claim, demand, action or suit which is the subject of a
claim for indemnification pursuant to this subsection 3, so long as such person
shall: (i) undertake to repay all such advances unless it is ultimately
determined that he is entitled to indemnification hereunder; and (ii) provide
security for such undertaking, or the Series shall be insured against losses
arising by reason of any lawful advances, or a majority of a quorum of the
disinterested, non-party Directors of the Fund (or an independent legal counsel
in a written opinion) shall determine based on a review of readily available
facts (as opposed to a full trial-type inquiry) that there is reason to believe
that such person ultimately will be found entitled to indemnification hereunder.
4. DISTRIBUTOR'S INDEMNIFICATION. The Distributor will indemnify, defend
and hold harmless the Fund, each Series, the Fund's several officers and
Directors and any person who controls the Fund or any Series within the meaning
of Section 15 of the 1933 Act, from and against any losses, claims, damages or
liabilities, joint or several, to which any of them may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions or proceedings in respect hereof) arise out of, or are based upon,
any breach of its representations and warranties in subsection 2 hereof or its
agreements in subsection 2 of Section II of this Agreement, or which arise out
of, or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Prospectuses, any
Blue Sky Application or any application or other document executed by or on
behalf of the Fund, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, which statement or omission was made in reliance upon
and in conformity with information furnished in writing to the Fund or any of
its several officers and Directors by or on behalf of and with respect to the
Distributor specifically for inclusion therein, and will reimburse the Fund,
each Series, the Fund's several officers and Directors, and any person who
controls the Fund or any Series within the meaning of Section 15 of the 1933
Act, for any legal or other expenses reasonably incurred by any of them in
investigating, defending or preparing to defend any such action, proceeding or
claim.
5. GENERAL INDEMNITY PROVISIONS. No indemnifying party shall be liable
under its indemnity agreement contained in subsection 3 or 4 hereof with respect
to any claim made against such indemnifying party unless the indemnified party
shall have notified the indemnifying party in writing 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 indemnified party (or after the
indemnified party shall have received notice of such service on any designated
agent), but failure to notify the indemnifying party of any such claim shall not
relieve it from any liability which it may otherwise have to the indemnified
party. The indemnifying party will 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 liability, and if the indemnifying party elects to assume the
defense, such defense shall be conducted by counsel chosen by it and reasonably
satisfactory to the indemnified party. In the event the indemnifying party
elects to assume the defense of any such suit and retain such counsel, the
indemnified party shall bear the fees and expenses of any additional counsel
retained by the indemnified party.
V. TERM
This Agreement shall continue automatically for successive annual periods
ending on December 31 of each year, provided such continuance is specifically
approved at least annually by (a) the Fund's Board of Directors or (b) vote of a
majority (as defined in the 0000 Xxx) of the Fund's outstanding voting
securities, provided that in either event its continuance also is approved by a
majority of the Fund's Directors who are not "interested persons" (as defined in
the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval. This Agreement is terminable without
penalty, on 60 days' written notice to the Distributor, by vote of a majority of
the Fund's outstanding voting securities or, as to each Series, by the Fund's
Board of Directors or, on 90 days' written notice to the Fund, by the
Distributor. This Agreement will automatically terminate, as to the relevant
Series, in the event of its assignment (as defined in the 1940 Act).
VI. MISCELLANEOUS
1. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated except by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
2. CONSTRUCTION. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Section IV hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by New York law; PROVIDED,
HOWEVER, that nothing herein shall be construed in a manner inconsistent with
the 1940 Act or any rule or regulation thereunder.
3. NOTICE. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund shall be sufficiently given
if addressed to the Fund and mailed or delivered to it at its office at the
address first above written, or at such other place as the Fund may from time to
time designate in writing. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Distributor shall be
sufficiently given if addressed to the Distributor and mailed or delivered to it
at its office at the address first above written, or at such other place as the
Distributor may from time to time designate in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
THE INFINITY MUTUAL FUNDS, INC.
By:___________________________
Xxxxxxx X. Xxxxxxx,
President and Chairman of the Board
Attest:_______________________
Xxxxxx X. Xxxxxxxx,
Secretary
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By:___________________________
Attest:________________________
SCHEDULE 1
NAME OF SERIES DATE ESTABLISHED
Alpha Government
Securities Portfolio April 27, 1990
AmeriStar Capital Growth Portfolio February 15, 1994
AmeriStar Core Income Portfolio February 15, 1994
AmeriStar Dividend Growth Portfolio February 15, 1994
AmeriStar Limited Duration Income
Portfolio February 15, 1994
AmeriStar Limited Duration
Tennessee Tax Free Portfolio February 11, 1997
AmeriStar Limited Duration U.S.
Government Portfolio February 11, 1997
AmeriStar Prime Money Market
Portfolio February 15, 0000
XxxxxXxxx Xxxxxxxxx Tax Exempt
Bond Portfolio February 15, 0000
XxxxxXxxx X.X. Treasury February 15, 1994
Money Market Portfolio
XXX Xxxxx Duration Portfolio April 27, 1990
Correspondent Cash Reserves
Money Market Portfolio October 30, 1990
Correspondent Cash Reserves
Tax Free Money Market Portfolio October 30, 1990
EXHIBIT (6)(b)(iii)
DISTRIBUTION PLAN AGREEMENT
with respect to Investor Shares of
the AmeriStar Portfolios of
THE INFINITY MUTUAL FUNDS, INC.
BISYS Fund Services Limited Partnership
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
Gentlemen:
We wish to enter into this Agreement with you for distribution services
with respect to the Investor Shares of the AmeriStar Portfolios set forth on
Schedule 1 hereto, as such may be revised from time to time (each, a "Series"),
of The Infinity Mutual Funds, Inc. (the "Fund") 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 its shares.
The terms and conditions of this Agreement are as follows:
1. We agree to provide reasonable assistance in connection with the sale of
Investor Shares, which assistance may include distributing sales literature,
marketing and advertising. If we are restricted or unable to provide the
services contemplated above, we agree not to perform such services and not to
accept fees thereafter. Our acceptance of any fees hereunder shall constitute
our representation (which shall survive any payment of such fees and any
termination of this Agreement and shall be reaffirmed each time we accept a fee
hereunder) that our receipt of such fee is lawful.
2. We shall provide such office space and equipment, telephone facilities
and personnel (which may be all or any part of the space, equipment and
facilities currently used in our business, or all or any personnel employed by
us) as is necessary or beneficial for distributing, marketing or advertising
Investor Shares.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning the Investor Shares, except
those contained in the then current Prospectuses and Statements of Additional
Information for the Series, copies of which will be supplied by you to us, or in
such supplemental literature or advertising materials as may be authorized by
you in writing.
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 Fund 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.
5. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees set
forth in Exhibit A hereto. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and the Distribution Plan
adopted by the Fund is in effect.
6. You reserve the right, at your discretion and without notice, to suspend
or withdraw the sale of Investor Shares of any Series.
7. We acknowledge that this Agreement shall become effective only when
approved by vote of a majority of (i) the Fund's Board of Directors, and (ii)
the Fund's Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this Agreement,
cast in person at a meeting called for the purpose of voting on such approval.
8. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year, provided such continuance is approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and (ii)
the Fund's Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval. As to each Series, this Agreement is terminable without penalty, at
any time, by vote of a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, on not more than 60 days' written notice, by vote
of holders of a majority of the such Series' Investor Shares, or, upon 15 days'
notice, by you. Notwithstanding anything contained herein, if the Distribution
Plan adopted by the Fund is terminated by the Fund's Board of Directors, or the
Distribution Plan, or any part thereof, is found invalid or is ordered
terminated by any regulatory or judicial authority, or we fail to perform the
distribution functions contemplated by the Fund or by you, this Agreement shall
be terminable effective upon receipt of notice thereof by us. This Agreement
also shall terminate automatically, as to the relevant Series, in the event of
its assignment (as defined in the Act).
9. We understand that the Fund's 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 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 Fund's 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.
10. All communications to you shall be sent to you at the address set forth
above. Any notice to us shall be duly given if mailed or telegraphed to us at
the address set forth below.
11. This Agreement shall be construed in accordance with the internal laws
of the State of New York, without giving effect to principles of conflict of
laws.
Very truly yours,
------------------------------------------
(Please Print or Type Service Organization's
Name)
------------------------------------------
Address
------------------------------------------
City State Zip Code
Date By:
Authorized Signature
NOTE: Please return both signed copies of this Agreement to
BISYS Fund Services Limited Parternship. Upon
acceptance one countersigned copy will be returned for
your files.
Accepted:
BISYS FUND SERVICES LIMITED PARTNERSHIP
BY: BISYS Fund Services, Inc.
General Partner
Date By:
EXHIBIT A
Distribution Plan Agreement
between
BISYS FUND SERVICES LIMITED PARTNERSHIP
and
Name of Service Organization
The Service Organization will be paid a monthly fee
at the annual rate of _____ of 1% based upon the
average daily value of Investor Shares owned by
shareholders for whom the Service Organization is the
holder of record or dealer
of record.
For purposes of determining the fees payable
hereunder, the average daily net asset value of each
Series' Investor Shares shall be computed in the
manner specified in the Fund's Articles of
Incorporation and such Series' then current
Prospectus and Statement of Additional Information.
Dated: _______________
SCHEDULE 1
NAME OF SERIES
AmeriStar Capital Growth Portfolio
AmeriStar Core Income Portfolio
AmeriStar Dividend Growth Portfolio
AmeriStar Limited Duration Income Portfolio
AmeriStar Limited Duration Tennessee Tax Free Portfolio
AmeriStar Limited Duration U.S. Government Portfolio
AmeriStar Prime Money Market Portfolio
AmeriStar Tennessee Tax Exempt Bond Portfolio
AmeriStar U.S. Treasury Money Market Portfolio
