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Exhibit (9)(b)
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CONSULTING AGREEMENT
BETWEEN
ASSOCIATION OF SCHOOL BUSINESS
OFFICIALS INTERNATIONAL
AND
CADRE FINANCIAL SERVICES, INC.
_______, 1997
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CONSULTING AGREEMENT
This Agreement, executed on _______, 1997, is made by and between
ASSOCIATION OF SCHOOL BUSINESS OFFICIALS INTERNATIONAL ("ASBO"), and CADRE
FINANCIAL SERVICES, INC., a New York corporation ("Cadre"):
RECITALS
Investment Services for Education Associations Trust (the
"Trust") is registered with the Securities and Exchange Commission as
an open-end, diversified investment company under the Investment
Company Act of 1940 and the Fund's Shares are registered under the
Securities Act of 1933;
Xxxxx has entered into an Investment Advisory Agreement and an
Administration Agreement (collectively, the "Cadre Agreements") with
the Trust dated _______, 1997, to provide investment adviser to the
Fund, which will operate as a money market mutual fund; and
Cadre desires to avail itself of the experience, and
consulting assistance of ASBO in providing the services required under
the Cadre Agreements.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
APPOINTMENT, DUTIES AND
COMPENSATION OF CONSULTANT
1.1 APPOINTMENT AS CONSULTANT. Cadre hereby retains ASBO as a
consultant on the terms and for the period set forth in this Agreement, and ASBO
hereby accepts such appointment and agrees to provide consulting services for
the compensation set forth in this Agreement.
1.2 SERVICES AS CONSULTANT. ASBO shall:
(a) Consult with, advise and provide Cadre and its affiliate,
Cadre Securities, Inc. ("Cadre Securities'), information about the members of
ASBO Council of Northern and Central California and others who are eligible to
invest in the Fund in order to assist Cadre and its affiliate in providing
services to the Fund and its shareholders;
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(b) Schedule and announce through its publications,
informational meetings and seminars at which representatives of Cadre
Securities, who are licensed as securities salesmen, will discuss the Fund and
related matters;
(c) Consult with Cadre as to local facilities to be used in
connection with the administration and operation of the Fund;
(d) Assist in the preparation and dissemination of information
with respect to the existence of the Fund;
(e) Allow the use of its publications to give information on
how to obtain materials concerning the Fund;
(f) Consult with the Fund and Cadre regarding coordination of
efforts and the resolution of operational difficulties that may arise between
the Fund and persons that are or may become participants in the Fund;
(g) Provide Cadre Securities with mailing lists of potential
participants in the Fund;
(h) Permit the use of its logos in informational materials
prepared regarding the Fund; and
(i) Retain education industry associations and others to
assist ASBO in providing the consulting services required under this Agreement.
1.3 LIMITATIONS ON ACTIONS OF CONSULTANT. XXXX understands that neither
it nor any other person whom it may retain as provided in Section 1.2(i) shall
have any discretion to accept or reject the application of any person to become
a shareholder in the Fund. It will forward all requests for information
regarding the Fund received by it directly to Cadre for appropriate action. XXXX
further understands and agrees that neither it nor any person it retains as a
consultant as provided in Section 1.2(i) will:
(a) Accept application or registration forms from persons
seeking to become participants by buying Shares of the Fund;
(b) Accept any cash, checks, wire transfers, or other forms of
payment from any person that may be remitted for the purchase of Shares in the
Fund;
(c) Deliver any Prospectus, Statement of Additional
Information or other informational or advertising document prepared in
connection with the offering of Shares by the Fund to any person or potential
participant in the Fund;
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(d) Engage in the offer or sale of Shares of the Fund; or
(e) Permit its employees and agents, or the employees and
agents of any other person retained to provide consulting services pursuant to
Section 1.2(i), to engage in, and will take reasonable action to prevent such
employees and agents from engaging in, the activities described in this Section
1.3 or any other activity primarily intended to result in sales of Shares of the
Fund.
1.4 COMPENSATION AS CONSULTANT. Cadre Consulting agrees to pay to ASBO
for its services as consultant a fee, which shall be calculated daily, payable
monthly and computed at an annual percentage rate of the Fund's average daily
net assets, in an amount equal to .02% of the Fund's average daily net assets
and .05% of the average daily net assets of shareholders who are members of
ASBO.
Notwithstanding the foregoing, ASBO shall not be paid any fees during the ___
month period following the date on which the Fund commences operations following
the initial declaration by the Securities and Exchange Commission of the
effectiveness of the Fund's registration statement.
ASBO may, in its discretion, assign and pay, or direct Cadre to pay, to
any person retained as a consultant as permitted by Section 1.2(i) a portion of
the fees payable under this Section 1.4, and Xxxxx agrees that it will pay such
portion of the fees as may be directed in writing by XXXX.
ARTICLE 2
LIMITATION OF LIABILITY
ASBO shall not be liable for any error in judgement or mistake of law
or for any loss suffered by Cadre in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
gross negligence or negligence, on its part in the performance of its duties
under this Agreement; provided, the foregoing shall not limit ASBO's liability
with respect to any breaches by it of this Agreement. ASBO shall not be liable
for the payment of any of the administrative costs of the Fund.
ARTICLE 3
DURATION, TERMINATION AND AMENDMENT
3.1 DURATION OF AGREEMENT. This Agreement shall become effective
immediately upon approval by a majority of the outstanding shares of the Fund
and by a majority of the members of the Board of Trustees of the Trust who are
not parties to this Agreement or "interested persons" of any such party (as that
term is used in the Investment Company Act
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of 1940, as amended (the "1940 Act")), cast in person at a meeting of the Board
of Trustees called for the purpose of voting on the approval of this Agreement.
This Agreement shall remain in effect for two years from the date of its
execution and shall continue from year to year thereafter, but only so long as
such continuance is approved at least annually either by the vote of a majority
of the Board of Trustees consisting of members who are not parties to this
Agreement or "interested persons" of any such party (as that term is used in the
1940 Act) or by vote of a majority of the outstanding shares of the Fund.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Board of Trustees or by vote of a majority of the Fund's
outstanding shares, on sixty (60) days' written notice to ASBO or by ASBO on
sixty (60) days' written notice to Xxxxx. The Agreement may not be terminated by
Cadre.
This Agreement shall automatically terminate either in the event of its
assignment within the meaning of Section 15(a) (4) of the 1940 Act or on the
date that the Investment Advisory Agreement or the Administration Agreement
described in the Recitals terminates.
If ASBO ceases to act as a consultant under this Agreement, Xxxxx
agrees that, at ASBO's request, it will take all necessary steps to discontinue
use of any logo of ASBO or other indication of ASBO's support of the Fund.
3.2 AMENDMENTS, ETC. No provision of this Agreement may be waived,
amended or terminated except by an instrument in writing signed by Xxxxx and
ASBO, and no amendment of Trustees in the manner required by Section 3.1 and, if
required by the 1940 Act, by vote of a majority of the outstanding shares of the
Fund.
ARTICLE 4
MISCELLANEOUS
4.1 AMENDMENTS. This Agreement shall not be modified or amended without
the consent of both parties hereto, which consent must be evidenced by an
instrument in writing executed by each party hereto.
4.2 CAPTIONS. The captions in this Agreement are included for
convenience of reference only and shall in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
4.3 SEVERABILITY. If any provision of this Agreement shall be held
invalid under any applicable statute or regulation or by a decision of a court
of competent jurisdiction, such
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invalidity shall not affect any other provision of this Agreement that can be
given effect without the invalid provision, and, to this end, the provisions
hereof are severable.
4.4 BINDING EFFECT. This Agreement shall be binding upon and shall
insure to the benefit of the parties hereto and their respective successors and
permitted assigns.
4.5 NOTICES. Notices or consent of any kind required or permitted under
this Agreement shall be in writing and shall be deemed duly delivered if
delivered in person or if mailed by certified mail, return receipt requested,
postage prepaid, to the appropriate party as follows:
a. If to Cadre:
_______________________________
_______________________________
_______________________________
with a copy to;
Xxxxxxx X. Xxxxxx, Esquire
Drinker Xxxxxx & Xxxxx
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
b. If to ASBO:
_______________________________
_______________________________
_______________________________
or at such other address as shall be specified by either party by notice given
in the manner required by this Section 4.5.
4.6 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof.
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4.7 APPLICABLE LAW. This Agreement shall be deemed to have been
executed in the State of Delaware and the substantive laws of the State of
Delaware shall govern the construction of this Agreement and the rights and
remedies of the respective parties hereto.
4.8 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.
ASSOCIATION OF SCHOOL BUSINESS
OFFICIALS INTERNATIONAL
By_____________________________________
Its______________________________
CADRE FINANCIAL SERVICES, INC.
By_____________________________________
Its______________________________
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