[MEMORIAL FUNDS LOGO] MEMORIAL
FUNDS
SHAREHOLDER SERVICE AND
DISTRIBUTION AGREEMENT
AGREEMENT made this January 30, 2004, between Memorial Funds (the
"Trust"), a Delaware Trust with its principal place of business at 000 Xxxxx
Xxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 and Parkway Advisors Group,
Inc. d/b/a Parkway Solutions ("Parkway"), a Nevada corporation organized under
the laws of the State of Nevada with its registered place of business at 0000
Xxxxxxxx'x Xxxxxxx, Xxxxxxx, Xxxxx 00000.
WHEREAS, the Trust has adopted a Shareholder Service and Distribution Plan
(the "Service Plan") pursuant to Rule 12b-1 under the Investment Company Act of
1940 with respect to each series of the Trust (each a "Fund" and collectively
the "Funds") that authorizes the Trust to pay various persons for "distribution"
and "Non-distribution" services; and
WHEREAS, Parkway has, pursuant to a Shareholder Service Agreement, dated
October 1, 2002, received fees from the Trust for maintaining and providing
non-distribution services to shareholder accounts of each series of the Trust;
and
WHEREAS, Parkway is willing to continue performing those non-distribution
services plus the services required by the Service Plan on the terms and
conditions set forth in this Agreement.
SECTION 1. SERVICES
Pursuant to the Service Plan, the Board of Trustees has appointed Parkway
as the person responsible for the administering the Service Plan. Parkway shall
review and administer the Service Plan. As called for by the Service Plan,
Parkway will determine if a use of plan proceeds is for "distribution" or
"non-distribution" services, disburse monies accordingly, and report to the
Board.
SECTION 2. COMPENSATION
(a) The amount of fees associated with the services to be performed
pursuant to the Service Plan are set forth in the Service Plan -
essentially they shall be assessed at an annual rate of 0.25 percent
of the average daily net assets of the Funds.
(b) No special compensation shall be paid to Parkway; however, to the
extent the Service Plan proceeds are not disbursed to other service
providers, Parkway is entitled to retain the balance as compensation
for its services.
SHAREHOLDER SERVICE AND DISTRIBUTION AGREEMENT PAGE 1 OF 4
SECTION 3. SERVICE AND DISTRIBUTION ACTIVITIES
Distribution and non-distribution service activities are detailed in the
Service Plan. In the event Parkway has questions concerning whether a particular
service comes within the allowed activities, it shall consult with Trust counsel
and, if necessary, obtain guidance from the Board of Trustees.
SECTION 4. REPRESENTATIONS OF PARKWAY
Parkway represents that:
(a) the compensation payable to it under this Agreement in connection
with the investment of its customers' assets in a fund (i) will be
disclosed by Parkway to its customers, (ii) will be authorized by
its customers, (iii) will not result in an excessive fee to Parkway,
and (iv) will not result in fees to Parkway in violation of
applicable federal and state laws and regulations;
(b) if it is a member of the NASD, it shall abide by the Rules of Fair
practice of the NASD;
(c) in connection with sales and offers to sell shares of a Fund, it
will furnish to or otherwise ensure that each person to whom any
such sale or offer is made, a copy of the Fund's then current
prospectus;
(d) the performance of all its obligation hereunder will comply with all
applicable laws and regulations, including any applicable Federal
securities law and any requirements to deliver confirmations to its
customers, the provision of its customers, the provisions of it
charter documents and by laws and all material contractual
obligations binding upon Parkway; and
(e) after Parkway becomes so aware, it will promptly inform Parkway of
any change in applicable laws or regulations (or interpretations
thereof) or in its charter or by-laws or material contracts which
would prevent or impair full performance of any of its obligations
hereunder.
SECTION 5. TRUST LITERATURE
Parkway is not authorized to make any representations concerning shares of
any Fund except those contained in the current prospectus and statement of
additional information ("SAI") and printed information issued by the Trust as
information supplemental to the prospectus. Parkway will supply Parkway upon its
request with Prospectuses, SAIs, reasonable quantities of supplemental sales
literature and additional information. Parkway agrees not to use other
advertising or sales material relating to a Fund unless approved in writing by
Parkway in advance of such use. Any printed information furnished by Parkway
other than the then current prospectus and SAI, periodic reports and proxy
solicitation materials are Parkway's sole responsibility and are not the
responsibility of the Trust and the Trust shall have no liability or
responsibility to Parkway in these respects unless expressly assumed in
connection therewith. Parkway shall have no responsibility with regard to the
accuracy or completeness of any of the printed information furnished by Parkway
and shall be held harmless by Parkway from and against any cost or loss arising
therefrom.
SHAREHOLDER SERVICE AND DISTRIBUTION AGREEMENT PAGE 2 OF 4
SECTION 6. REPORTS
Parkway shall prepare and furnish to the Trust all reports required by the
Service Plan -- setting forth all amounts expended by Parkway and identifying
the activities for which the expenditures were made.
SECTION 7. INDEMNIFICATION
Parkway agrees to indemnify and hold harmless the Trust from any claims,
expenses, or liabilities incurred by Parkway as a result of any act or omission
of Parkway.
SECTION 8. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date hereof and upon
its effectiveness, shall supersede all previous agreements between
the parties covering the subject matter hereof.
(b) This Agreement shall continue in effect indefinitely.
(c) This Agreement may be terminated upon thirty (30) days' notice,
written notice, without payment of any penalty, by any party hereto.
SECTION 9. NOTICES
Any notice under this Agreement shall be in writing and shall be addressed
and delivered, or mailed, postage prepaid to the other party's principal place
of business, or to such other place as shall have been previously specified by
written notice given to the other party.
SECTION 10. AMENDMENTS
This Agreement may be amended by the parties at any time.
SECTION 11. USE OF THE TRUST'S NAME
Parkway shall not use the name of the Trust or a Fund on any checks, bank
drafts, Bank statements or forms for other than internal use in manner not
approved by the Trust prior thereto in writing; providing however, that the
approval of the Trust shall not be required for the use of the Trust's or Fund's
name which merely refers in accurate and factual terms to the Trust or Fund in
connection with Parkway's role hereunder or which is required by appropriate
regulatory, governmental or judicial authority; provided, further, that in no
event shall such approval be unreasonable withheld or delayed.
SHAREHOLDER SERVICE AND DISTRIBUTION AGREEMENT PAGE 3 OF 4
SECTION 12. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of the
State of Texas.
(b) If any provision of this Agreement shall be held invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
(c) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed all as of the day and year first above written.
MEMORIAL FUNDS: PARKWAY ADVISORS GROUP, INC.
"PARKWAY SOLUTIONS"
BY: /s/ Xxxx X. Xxxxxxx BY: /s/ Xxxx X. Xxxxxxxx
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XXXX X. XXXXXXX, VICE PRESIDENT XXXX X. XXXXXXXX, PRESIDENT
SHAREHOLDER SERVICE AND DISTRIBUTION AGREEMENT PAGE 4 OF 4
