EX-99.B(6)(d)
FLAG INVESTORS FAMILY OF FUNDS
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
SHAREHOLDER SERVICING AGREEMENT
_________________, 19__
Gentlemen:
We wish to enter into this Shareholder Servicing Agreement with you
concerning the provision of support services to your clients and customers
("Customers") who may from time to time beneficially own shares of our common
stock ("Shares").
The terms and conditions of this Servicing Agreement are as
follows:
Section 1. (a) You agree to provide the following services to
Customers who may from time to time beneficially own Shares: (i) aggregating
and processing purchase and redemption requests for Shares from Customers and
placing net purchase and redemption orders with our distributor; (ii)
processing dividend payments from us on behalf of Customers; (iii) providing
information periodically to Customers showing their positions in Shares; (iv)
arranging for bank wires; (v) responding to Customer inquiries relating to
the services performed by you; (vi) providing subaccounting with respect to
Shares beneficially owned by Customers; (vii) as required by law, forwarding
shareholder communications from us (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and
tax notices) to Customers; and (viii) providing such other similar services
as we may reasonably request to the extent you are permitted to do so under
applicable statutes, rules or regulations. You will provide to Customers a
schedule of any fees that you may charge directly to them for such services.
You hereby represent that such fees are not unreasonable or excessive.
Shares purchased by you on behalf of Customers will be registered with our
transfer agent in your name or in the name of your nominee. The Customer
will be the beneficial owner of Shares purchased and held by you in
accordance with the Customer's instructions ("Customers' Shares") and the
Customer may exercise all rights of a shareholder of the Fund.
(b) You agree that you will (i) maintain all records required
by law relating to transactions in Shares and, upon our request, promptly
make such of these records available to us as we may reasonably request in
connection with our operations, and (ii) promptly notify us if you experience
any difficulty in maintaining the records described in the foregoing clauses
in an accurate and complete manner.
Section 2. You will provide such office space and equipment,
telephone facilities and personnel (which may be a 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 to Customers.
Section 3. Neither you nor any of your officers, employees, agents
or assignees are authorized to make any representations concerning us or
Shares except those contained in our then current prospectus for such Shares,
copies of which will be 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 in any matter or in any respect. You may, upon prior written notice
to us, delegate your responsibilities hereunder to another person or persons;
provided, however, that notwithstanding any such delegation, you will remain
responsible for the performance of all of your responsibilities under this
Agreement. By your written acceptance of this Agreement, you agree to and do
release, indemnify and hold us 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, agents or
assignees regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of Shares by or on behalf of Customers.
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 cause our distributor pay to you, and you
will accept as full payment therefor, a fee (as we may determine from time to
time in writing) computed as a percentage of the average daily net assets of
the Customers' Shares held of record by you from time to time, which fee will
be computed daily and payable no less often than annually. For purposes of
determining the fees payable under this Section 5, the average daily net
assets of the Customers' Shares will be computed in the manner specified in
our registration statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of Shares for purposes
of purchases and redemptions. The fee rate stated above may be prospectively
increased or decreased by us or by our distributor, 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 such shares to you for the
account of any Customer or Customers.
Section 6. You will furnish us or our designees with such
information relating to your performance under this Agreement as we or they
may reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services
described herein), and shall otherwise cooperate with us and our designees
(including, without limitation, any auditors designated by us), in connection
with the preparation of reports to our Board of Directors 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 services agreements
with any other person or persons without your consent.
Section 8. This Agreement will become effective on the date a
fully executed copy of this Agreement is received by us or our distributor,
and is terminable, without penalty, at any time by us or by you upon ten
days' notice to the other party hereto and shall automatically terminate in
the event of its assignment, as that term is defined in the Investment
Company Act of 1940, as amended.
Section 9. This Agreement will be construed in accordance with the
laws of the State of Maryland.
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, if to us at the address below, and if to
you, at the address specified by you after your signature below:
Flag Investors Family of Funds
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
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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 address set forth in Section 10 above.
Very truly yours,
ALEX. XXXXX & SONS INCORPORATED
Date:__________________ By:_________________________________________
Authorized Officer
Confirmed and Accepted:
Firm Name: _________________________________
By: _________________________________
Address: _________________________________
_________________________________
Date: _________________________________
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