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Exhibit 15(b)
DISTRIBUTION AGREEMENT
This Agreement, entered into as of the day and date first written
below, by and between Gradison Cash Reserves Trust ("GCR") with respect to its
Xxxxxxxx-XxXxxxxx U.S. Government Reserves series ("GM-US") and XxXxxxxx &
Company Securities, Inc. ("McDonald").
WITNESSETH
WHEREAS, GCR is an open-end diversified management investment company
registered under the Investment Company Act of 1940 and GM-US is a series of
GCR; and
WHEREAS, GM-US has in effect a Distribution Expense Plan ("Plan")
pursuant to which it may make payments as provided therein;
WHEREAS, McDonald wishes to provide assistance in connection with the
distribution of shares of GM-US and receive payments as described below;
NOW THEREFORE, GCR and McDonald agree as follows:
1. McDonald will act as the distributor of shares of GM-US. As agent
for GM-US, McDonald will arrange for sale of shares of GM-US. McDonald shall not
receive a fee for arranging for such sales other than as set forth below.
2. McDonald shall receive from GM-US a service fee in the annual amount
of .10 of 1% of the average daily net assets of GM-US for providing personal
services to shareholders of GM-US, including shareholder liaison services such
as responding to shareholder inquiries and providing information to customers
about their GM-US accounts.
3. GCR's obligation to make payments hereunder is contingent upon the
continuance of GM-US' Plan.
4. This Agreement shall remain in effect for one year from its adoption
date and may be continued from year to year thereafter only if it is approved at
least annually by a majority vote of the trustees of GCR, including a majority
of the trustees who are not "interested persons" of GCR and who have no direct
or indirect financial interest in the operation of the Plan or in any related
agreement ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on agreement.
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5. This Agreement may be terminated without penalty at any time by a
majority vote of the Independent Trustees or by vote of a majority of the
outstanding voting securities of GM-US.
6. No payment shall be made to McDonald to the extent that when added
to any other payments made pursuant to Section 2 of GM-US' Plan, the total
payments under the Plan would exceed .20% of the Fund's average daily assets on
an annualized basis or such lower amount as may be established by a majority of
the Independent Trustees of GCR any time by five days' written notice to
McDonald. Any reduction in the maximum amount of payments to be made pursuant to
this Agreement shall be effective immediately but shall not affect any sums owed
to McDonald for any time period preceding such reduction.
7. This Agreement may be terminated by McDonald by written notice to
GCR.
8. All notices to be delivered pursuant to this Agreement shall be
delivered in person or by registered or certified mail to the addresses of the
parties as specified below.
9. In the event of termination of this Agreement, any sums due McDonald
prior to termination will be paid within ten days after the end of the month in
which such termination occurs.
10. This Agreement shall terminate automatically in the event of its
assignment (within the meaning of the Investment Company Act of 1940, as
amended) unless such automatic termination shall be prevented by an order of
exemption from the Securities and Exchange Commission. This Agreement shall be
construed in accordance with the laws of the State of Ohio.
11. The obligations set forth in this Agreement as having been made by
GCR have been made by the trustees of GCR, acting as such trustees pursuant to
the authority vested in them under the laws of the State of Massachusetts and
the Declaration of Trust dated October 20, 1981. This Agreement has been
executed by officers of GCR as officers under the Declaration of Trust, not
individually, and the trustees, officers, employees, agents of GCR and
shareholders of GM-US shall not be personally bound or liable hereunder, but
only the trust estate of GCR, as provided in the Declaration of Trust, shall be
bound or liable hereunder. No resort shall be had to the private property of any
trustee, officer, employee, agent of GCR or shareholder of GM-US for
satisfaction of any obligation or claim relating to this Agreement.
IN WITNESS WHEREOF, GCR and McDonald have each caused this Agreement to
be executed on its behalf as of the 24th day of September, 1993.
XxXxxxxx & Company Securities, Inc.
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000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
BY Xxxxxxx Xxxxxxx
Xxxxxxxx Cash Reserves Trust
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
BY Xxxxxx X. Xxxxxx
