DISTRIBUTION AND SERVICING AGREEMENT
To: Comerica Investment Service, Inc.
We wish to enter into this Distribution and Servicing
Agreement ("Agreement") with you concerning the provision of
distribution services and, to the extent provided below, support
services to your clients ("Clients") who may from time to time
beneficially own shares of the Retail Class of the Funds (the
"Funds") offered by Ambassador Funds (the "Trust"), of which we
are or will be the principal underwriters as defined in the
Investment Company Act of 1940 (the "Act") and the exclusive agent
for the continuous distribution of said Shares. Shares of the
Retail Class of the Trust are hereinafter referred to collectively
as "Shares."
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide1: (x) reasonable
assistance in connection with the distribution of Shares to
Clients as requested from time to time by us, which assistance may
include forwarding sales literature and advertising provided by us
for Clients; and (y) certain of the following support services to
Clients who may from time to time acquire and beneficially own
Shares: (i) establishing and maintaining accounts and records
relating to Clients that invest in Shares; (ii) processing
dividend and distribution payments from the Trust on behalf of
Clients; (iii) providing information periodically to Clients
showing their positions in Shares: (iv) arranging for bank wires;
(v) responding to Client inquiries relating to the services
performed by you; (vi) responding to routine inquiries from
Clients concerning their investments in Shares; (vii) providing
subaccounting with respect to Shares beneficially owned by Clients
or the information to the Trust necessary for subaccounting;
(viii) if required by law, forwarding shareholder communications
from the Trust (such proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and
tax notices) to Clients; (ix) assisting in processing purchase,
exchange and redemption requests from Clients and in placing such
orders with our service contractors; (x) assisting Clients in
changing dividend options, account designations and addresses;
(xi) providing Clients with a service that invests the assets of
their accounts in Shares pursuant to specific or pre-authorized
instructions; and (xii) providing such other similar services as
we may reasonably request to the extent you are permitted to do so
under applicable statutes, rules and regulations.
Section 2. You 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 your
business, or any personnel employed by you) as may be reasonably
necessary or beneficial in order to provide the aforementioned
services and assistance to Clients.
_________________________
1 Services may be modified or omitted in the particular
case and items relettered or renumbered.
Section 3. Neither you nor any of your officers, employees
or agents are authorized to make any representations concerning us
or the Shares except those contained in the Trust's applicable
prospectuses and statements of additional information for the
Shares, copies of which will supplied by us to you, or in such
supplemental literature or advertising as may be authorized by us
in writing.
Section 4. For all purposes of this Agreement you will be
deemed to be an independent contractor, and will have no authority
to act as agent for us or the Trust in any matter or in any
respect. By your written acceptance of this Agreement, you agree
to and do release, indemnify and hold us harmless and the Trust
harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions
or inactions of or by you or your officers, employees or agents
regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of Shares (or orders relating
to the same) by or on behalf of Clients. You and your employees
will, upon request, be available during normal business hours to
consult with us or our designees concerning the performance of
your responsibilities under this Agreement.
Section 5. In consideration of the services and facilities
provided by you hereunder, we will pay to you, and you will accept
as full payment therefor, a fee at the annual rate of .25 of 1% of
the average daily net asset value of the Shares beneficially owned
by your Clients for whom you are the dealer of record or holder of
record or with whom you have a servicing relationship (the
"Clients' Shares"), which fee will be computed daily and payable
monthly. For purposes of determining the fees payable under this
Section 5, the average daily net asset value of the Clients'
Shares will be computed in the manner specified in the Trust's
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. By your acceptance of this Agreement, you agree to
and do waive such portion of any fee payable to you hereunder to
the extent necessary to assure that such fee and other expenses
required to be accrued hereunder on any day with respect to the
Clients' Shares in any Fund that declares its net investment
income as a dividend to shareholder on a daily basis does not
exceed the income to be accrued by the Trust to such Shares on
that day. The fee rate stated above may be prospectively
increased or decreased by us, in our sole discretion, at any time
upon notice to you. Further, we may, in our discretion and
without notice, suspend or withdraw the sale of Shares, including
the sale of Shares for the account of any Client or Clients.
Section 6. Any person authorized to direct the disposition
of monies paid or payable by us pursuant to this Agreement will
provide to us and the Trust, and the Trust's trustees will review,
at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made. In
addition, you will furnish us or our designees with such
information as we 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 us and our designees (including, without
limitation, any auditors designated by us), in connection with the
preparation of reports to the Trust's Board of Trustees concerning
this Agreement and the monies paid or payable by us pursuant
hereto, as well as any other reports or filings that may be
required by law.
Section 7. We may enter into other similar Agreements with
any other person or persons without your consent.
Section 8. By your written acceptance of this Agreement,
you represent, warrant and agree that the compensation payable to
you hereunder, together with any other compensation you receive
from Clients for services contemplated by this Agreement, will be
disclosed by you to your Clients, will be authorized by your
Clients and will not be excessive or unreasonable under the laws
and instruments governing your relationships with Clients. In
addition, you understand that this Agreement has been entered into
pursuant to Rule 12b-1 under the Act, and is subject to the
provisions of said Rule, as well as any other applicable rules or
regulations promulgated by the Securities and Exchange Commission.
Section 9. This Agreement will become effective on the date
a fully executed copy of this Agreement is received by us or our
designee. Unless sooner terminated, this Agreement will continue
until November 20, 1994, and thereafter will continue
automatically for successive annual periods provided such
continuance is specifically approved at least annually by the
Trust 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 Trust (which termination may be by vote of a
majority of the Disinterested Trustees 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 by 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.
Section 11. This Agreement will be construed in accordance
with the laws of the Commonwealth of Massachusetts.
Section 12. This Agreement has been approved by vote of a
majority of (i) the Trust's Board of Trustees and (ii) those
Trustees of the Trust who are not "interested persons" (as defined
in the Act) of the Trust and have no direct or indirect financial
interest in the operation of the Distribution and Service Plan
adopted by the Trust regarding the provision of distribution and
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 of such approval ("Disinterested Trustees").
If you agree to be legally bound by the provisions of this
Agreement, please sign a copy of this letter where indicated below
and promptly return it to us, at the following address: Xxx
Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
Very truly yours,
FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Date: 2/10/94 (Authorized Officer)
Accepted and Agreed to:
COMERICA INVESTMENT SERVICE, INC.
By: /s/ Illegible
Illegible
Date: _____________________ (Authorized Officer)
Address of Shareholder Organization:
___________________________
___________________________
___________________________
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