1
EXHIBIT 15(b)
BISYS FUND SERVICES LIMITED PARTNERSHIP
d/b/a BISYS FUND SERVICES
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
SHAREHOLDER SERVICING AGREEMENT
-------------------------------
Ladies and Gentlemen:
BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services (the
"Distributor") serves as the distributor to the _____________________ (the
"Company"), an open-end management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940 (the "1940
Act"). Pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1"), but subject to
the provisions of Section 4.1 hereof, the holders of the units of beneficial
interest ("Shares") of each of the investment portfolios (currently existing or
hereafter created) of the Company identified on Schedule A hereto (individually,
a "Fund"; collectively, the "Funds") have adopted or may adopt a Distribution
and Shareholder Servicing Plan (the "Plan") which, among other things,
authorizes the Distributor to enter into this Shareholder Servicing Agreement
with ______________________________ (the "Participating Organization"), with its
principal office located at ______________________, concerning the provision of
support services to the Participating Organization's customers ("Customers") who
may from time to time beneficially own Fund Shares. The terms and conditions of
this Agreement are as follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1 Reference is made to the prospectuses of the Funds (individually, a
"Prospectus"; collectively, the "Prospectuses") as from time to time are
effective under the Securities Act of 1933 (the "1933 Act"). Terms defined
therein and not otherwise defined herein are used herein with the meaning so
defined.
2. SERVICES AS PARTICIPATING ORGANIZATION.
2.1 The Participating Organization shall provide any combination of the
following support services, as agreed upon by the parties from time to time, to
Customers who may from time to time beneficially own Shares of a Fund: (i)
aggregating and processing purchase and redemption requests for a Fund's Shares
from Customers and placing net purchase and redemption orders with the
Distributor; (ii) processing dividend payments from the Company on behalf of
Customers; (iii) arranging for bank wire transfer of funds to or from a
Customer's account; (iv) responding to inquiries from Customers relating to the
services performed by the Participating Organization under this Agreement; (v)
providing subaccounting with respect to a Fund's Shares
2
beneficially owned by Customers or the information to the Company necessary for
subaccounting; (vi) if required by law, forwarding Shareholder communications
from the Company (such as proxies, Shareholders reports, annual and semi-annual
financial statements, and dividend, distribution, and tax notices) to Customers;
(vii) forwarding to Customers proxy statements and proxies containing any
proposals regarding this Agreement or a Fund's Plan; (viii) providing such other
similar services as the Distributor may reasonably request to the extent the
Participating Organization is permitted to do so under applicable statutes,
rules, or regulations.
2.2 The Participating Organization 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 the Participating
Organization's business, or any personnel employed by the Participating
Organization) as may be reasonably necessary or beneficial in order to provide
such services to Customers.
2.3 All orders for a Fund's Shares are subject to acceptance or
rejection by the Company in its sole discretion, and the Company may, in its
discretion and without notice, suspend or withdraw the sale of a Fund's Shares,
including the sale of such Shares to the Participating Organization for the
account of any Customer or Customers.
2.4 The Participating Organization shall act solely for, upon the order
of, and for the account of, its Customers. For all purposes of this Agreement,
the Participating Organization will be deemed to be an independent contractor,
and will have no authority to act as agent for the Distributor in any matter or
in any respect. No person is authorized to make any representations concerning
the Distributor, the Company, or a Fund's Shares except those representations
contained in the Fund's then-current Prospectus and the Company's Statement of
Additional Information and in such printed information as the Distributor or the
Company may subsequently prepare. The Participating Organization further agrees
to deliver to Customers, upon the request of the Distributor, copies of any
amended Prospectus and Statement of Additional Information.
2.5 The Participating Organization and its employees will, upon
request, be available during normal business hours to consult with the
Distributor or its designees concerning the performance of the Participating
Organization's responsibilities under this Agreement. In addition, the
Participating Organization will furnish to the Distributor, the Company or their
designees such information as the Distributor, the Company or their designees
may reasonably request (including, without limitation, periodic certifications
confirming the provision to Customers of the services described herein), and
will otherwise cooperate with the Distributor, the Company and their designees
(including, without limitation, any auditors designated by the Company), in the
preparation of reports to the Company's Board of Trustees concerning this
Agreement, as well as any other reports or filings that may be required by law.
2
3
3. COMPENSATION.
3.1 The Distributor shall pay the Participating Organization for the
services to be provided by the Participating Organization under this Agreement
in accordance with, and in the manner set forth in, Schedule B hereto, as such
Schedule may be amended from time to time.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1 By written acceptance of this Agreement, the Participating
Organization further represents, warrants, and agrees that: (i) the
Participating Organization believes that it possesses the legal authority to
perform the services contemplated by this Agreement without violation of
applicable Federal banking laws (including the Xxxxx-Xxxxxxxx Act) and
regulations.
5. EXCULPATION; INDEMNIFICATION.
5.1 The Distributor shall not be liable to the Participating
Organization and the Participating Organization shall not be liable to the
Distributor except for acts or failures to act which constitute lack of good
faith or gross negligence and for obligations expressly assumed by either party
hereunder. Nothing contained in this Agreement is intended to operate as a
waiver by the Distributor or by the Participating Organization of compliance
with any applicable federal or state law, rule, or regulation and the rules and
regulations promulgated by the National Association of Securities Dealers, Inc.
6. EFFECTIVE DATE; TERMINATION.
6.1 This Agreement will become effective with respect to each Fund on
the date a fully executed copy of this Agreement is received by the Distributor
or its designee. Unless sooner terminated with respect to any Fund, this
Agreement will continue with respect to a Fund until
___________________________, 19__, and thereafter will continue automatically
for successive annual periods ending on _________________ of each year, provided
such continuance is specifically approved at least annually by the vote of a
majority of the members of the Board of Trustees of the Company who are not
"interested persons" (as such term is defined in the 0000 Xxx) and who have no
direct or indirect financial interest in the Plan relating to such Fund or any
agreement relating to such Plan, including this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6.2 This Agreement will automatically terminate with respect to a Fund
in the event of its assignment (as such term is defined in the 0000 Xxx) with
respect to such Fund. This Agreement may be terminated with respect to any Fund
by the Distributor or by the Participating Organization, without penalty, upon
ten days' prior written notice to the other party. This Agreement may also be
terminated with respect to any Fund at any time without penalty by the vote of a
majority of the members of the Board of Trustees of the Company who are not
"interested persons" (as such term is defined in the 0000 Xxx) and who have no
direct or indirect
3
4
financial interest in the Plan relating to such Fund or any agreement relating
to such Plan, including this Agreement, or by a vote of a majority of the Shares
of such Fund on ten days' written notice.
7. GENERAL.
7.1 All notices and other communications to either the Participating
Organization or the Distributor will be duly given if mailed, telegraphed or
telecopied to the appropriate address set forth on page 1 hereof, or at such
other address as either party may provide in writing to the other party.
7.2 The Distributor may enter into other similar agreements for the
provision of Shareholder services with any other person or persons without the
Participating Organization's consent.
7.3 This Agreement supersedes any other agreement between the
Distributor and the Participating Organization relating to the provision of
support services to the Participating Organization's Customers who beneficially
own a Fund's Shares and relating to any other matters discussed herein. All
covenants, agreements, representations, and warranties made herein shall be
deemed to have been material and relied on by each party, notwithstanding any
investigation made by either party or on behalf of either party, and shall
survive the execution and delivery of this Agreement. The invalidity or
unenforceability of any term or provision hereof shall not affect the validity
or enforceability of any other term or provision hereof. The headings in this
Agreement are for convenience of reference only and shall not alter or otherwise
affect the meaning hereof. This Agreement may be executed in any number of
counterparts which together shall constitute one instrument and shall be
governed by and construed in accordance with the laws (other than the conflict
of laws rules) of the State of Ohio and shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.
4
5
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated.
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By:
---------------------------
Title:
------------------------
Date:
-------------------------
ACCEPTED AND AGREED TO:
------------------------------
By:
---------------------------
Title:
------------------------
Date:
-------------------------
5
6
Schedule A
to the
Shareholder Servicing Agreement with Respect to
Distribution Assistance and Shareholder Services
between BISYS Fund Services Limited Partnership
and ______________________________________
FUNDS
-----
This Agreement shall apply to (i) all Funds of the Company that have
adopted a Distribution and Shareholder Servicing Plan (the "Plan") as of the
effective date of this Agreement and (ii) all Funds hereafter created that adopt
the Plan. The current Funds that have adopted the Plan are set forth below:
BISYS FUND SERVICES
LIMITED PARTNERSHIP ACCEPTED AND AGREED TO:
By: BISYS Fund Services, Inc., -------------------------------
General Partner
By: By:
------------------------ ----------------------------
Title: Title:
--------------------- -------------------------
Date: Date:
---------------------- --------------------------
X-0
0
Xxxxxxxx X
to the
Shareholder Servicing Agreement with Respect to
Distribution Assistance and Shareholder Services
between BISYS Fund Services Limited Partnership
and ______________________________________
COMPENSATION(1)
---------------
The Participating Organization shall receive a fee calculated at an
annual rate of _______ one-hundredths of one percent (.____%) of each Fund's
average daily net assets attributable to Shares beneficially owned by the
Participating Organization's Customers.
BISYS FUND SERVICES
LIMITED PARTNERSHIP ACCEPTED AND AGREED TO:
By: BISYS Fund Services, Inc., -------------------------------
General Partner
By: By:
------------------------ ----------------------------
Title: Title:
--------------------- -------------------------
Date: Date:
---------------------- --------------------------
--------
(1) All fees are computed daily and paid periodically.
B-1
8
[BISYS LOGO]
BISYS FUND SERVICES LIMITED PARTNERSHIP, SERVICING AGENT
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
SHAREHOLDER SERVICES AGREEMENT
Ladies and Gentlemen:
As the servicing agent for the principal underwriter of the shares ("Shares") of
each investment company portfolio ("Fund") of ____________________________ (the
"Trust"), BISYS Fund Services Limited Partnership ("BISYS") hereby agrees that
you, the undersigned broker-dealer, shall provide the shareholder services that
are more fully described below.
1. We represent and warrant to you that the shareholder services described
herein have been authorized pursuant to a Distribution and Shareholder
Services Plan (the "Plan") adopted by the shareholders ("Shareholders")
of each Fund. The Plan has been adopted pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (the "1940 Act"). It is intended
that you shall provide such shareholder services to your customers
("Customers") who may, from time to time, beneficially own a Fund's
Shares.
2. You represent and warrant to us that (i) you are and will be at all
times relevant to this Agreement a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"), and (ii)
you are and will be at all times relevant to this Agreement a
broker-dealer properly registered and qualified under all applicable
federal, state and local laws to engage in the business and
transactions described in this Agreement. You agree to comply with all
applicable laws, including federal and state securities laws, the Rules
and Regulations of the Securities and Exchange Commission and the Rules
of Fair Practice of the NASD. We have furnished you with a list of the
states or other jurisdictions in which Shares of the Funds have been
registered for sale under, or are otherwise qualified for sale pursuant
to, the respective securities laws of such states and jurisdictions.
You agree that you will not offer a Fund's Shares to persons in any
jurisdiction in which such Shares are not registered or otherwise
qualified for sale. You further agree that you will maintain all
records required by applicable law or otherwise reasonably requested by
us relating to Fund transactions that you have executed.
3. You agree to provide various types of distribution assistance and
Shareholder support services with respect to a Fund's Shares. Such
distribution assistance and Shareholder support services may include
those items that are enumerated in Schedule A attached hereto and such
other similar services that we may reasonably request to the extent you
are permitted to do so under applicable statutes, rules and
regulations.
4. For all purposes of this Agreement, you shall be deemed to be an
independent contractor, and shall have no authority to act as agent for
us or for the Trust in any matter or in any respect. No person is
authorized to make any representations concerning us, the Trust, or a
Fund's Shares except those representations contained in the Fund's
then-current Prospectus and the Trust's Statement of Additional
Information and in such printed information as we or the Trust may
subsequently prepare. You are specifically authorized to distribute to
Customers a Fund's Prospectus (including any supplements to such
Prospectus), the Trust's Statement of Additional Information and sales
material
9
received from us. No person is authorized to distribute any other sales
material relating to the Trust without our prior written approval. You
further agree to deliver to Customers, upon our request, copies of
amended Prospectuses and Statements of Additional Information.
5. You and your employees will, upon request, be available during normal
business hours to consult with us concerning the performance of your
responsibilities under this Agreement. In addition, you will furnish to
us or to the Trust such information as we or the Trust may reasonably
request (including, without limitation, periodic certifications
confirming the rendering of distribution assistance and support
services with respect to Shares described herein), and will otherwise
cooperate with us and the Trust in the preparation of reports to the
Trust's Board of Trustees concerning this Agreement and the monies paid
or payable by us under this Agreement, as well as any other reports or
filings that may be required by law.
6. The minimum dollar purchase of a Fund's Shares (including Shares being
acquired by Customers pursuant to the exchange privileges described in
the Fund's Prospectus) shall be the applicable minimum amount set forth
in the Prospectus of such Fund, and no order for less than such amount
shall be accepted by you. The procedures relating to the handling of
orders shall be subject to instructions which we shall forward to you
from time to time. All orders for a Fund's Shares are subject to
acceptance or rejection by the Trust in its sole discretion, and the
Trust may, in its discretion and without notice, suspend or withdraw
the sale of a Fund's Shares, including the sale of such Shares to you
for the account of any Customer or Customers. You acknowledge that it
is your responsibility to date and time stamp all orders received by
you and to transmit such orders promptly to us. You further acknowledge
that any failure to promptly transmit such orders to us that causes a
purchaser of Shares to be disadvantaged, based upon the pricing
requirements of Rule 22c-1 under the 1940 Act, shall be your sole
responsibility. We reserve the right to cancel this Agreement at any
time without notice if any Shares shall be offered for sale by you at
less than the then-current offering price determined by or for the
applicable Fund.
7. For the services provided under this Agreement, you shall receive a fee
calculated at the applicable annual rate set forth on Schedule B hereto
with respect to the average daily net asset value of each Fund's Shares
which are owned of record by you as nominee for Customers or which are
owned by Customers whose records, as maintained by such Fund or its
agent, designate you as the Customer's dealer of record, which fee will
be computed daily and paid monthly. The fee rate stated on Schedule B
hereto may be prospectively increased or decreased by us in our sole
discretion, at any time upon notice to you. Such fee shall be subject
to the limitations on the payment of asset-based sales charges that are
set forth in Article III, Section 26 of the NASD's Rules of Fair
Practice.
8. Neither of us shall be liable to the other except for (1) acts or
failures to act which constitute a lack of good faith or negligence and
(2) obligations expressly assumed under this Agreement. In addition,
you agree to indemnify us and hold us harmless from any claims or
assertions relating to the lawfulness of your participation in this
Agreement and the transactions contemplated hereby or relating to any
activities of any persons or entities affiliated with your organization
which are performed in connection with the discharge of your
responsibilities under this Agreement. If such claims are asserted, we
shall have the right to manage our own defense, including the selection
and engagement of legal counsel, and all costs of such defense shall be
borne by you.
9. This Agreement will automatically terminate in the event of its
assignment. This Agreement may be terminated by either of us, without
penalty, upon ten days' prior written notice to the other party. This
Agreement may also be terminated at any time without penalty by the
vote of a majority of the members of a Fund's Board of Trustees who are
not "interested persons" (as such term is defined in the 1940 Act), or
(with respect to a Fund) by a vote of a majority of the outstanding
voting securities of that Fund on ten days' written notice.
2
10
10. All communications to us shall be sent to the address set forth on page
1 hereof or at such other address as we may designate in writing. Any
notice to you shall be duly given if mailed or telecopied to you at the
address set forth below or at such other address as you may provide in
writing.
------------------------------------------
------------------------------------------
------------------------------------------
11. You hereby represent that all requisite corporate proceedings have been
undertaken to authorize you to enter into this Agreement and to perform
the services contemplated herein. You further represent that the
individual that has signed this Agreement below is a duly elected
officer that has been empowered to act for and on behalf of your
organization with respect to the execution of this Agreement.
12. This Agreement supersedes any other agreement between us with respect
to the offer and sale of Shares and relating to any other matters
discussed herein. All covenants, agreements, representations and
warranties made herein shall be deemed to have been material and relied
on by each party. The invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of any
other term or provision thereof. This Agreement may be executed in any
number of counterparts, which together shall constitute one instrument,
and shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the State of Ohio and shall
bind and insure to the benefit of the parties hereto and their
respective successors and assigns.
If the foregoing corresponds with your understanding of our agreement, please
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to us, whereupon this Agreement shall be binding upon
each of us, effective as of the date of execution.
BISYS FUND SERVICES LIMITED PARTNERSHIP The foregoing Agreement is hereby
BY: BISYS FUND SERVICES, INC., accepted:
GENERAL PARTNER
----------------------------
Company Name
By By
------------------------------------- ------------------------------
Xxxxxxx X. Xxxxxx Date Date
Executive Vice President
Title:
--------------------------
3
11
Dated: As of _____________
Schedule A
to the
Shareholder Services Agreement
Shareholder Services
--------------------
In accordance with Section 3 of the Shareholder Services Agreement, you agree to
provide various types of distribution assistance and shareholder support
services that we may reasonably request with respect to Fund Shares that are
beneficially owned by your Customers. Such distribution assistance and
shareholder support services may include the following.
Distribution Assistance
-----------------------
(i) placing orders with the Trust for the purchase or exchange of a Fund's
Shares and tendering a Fund's Shares to the Trust for redemption; (ii) promoting
the purchase of Shares by Customers; (iii) responding to inquiries from
Customers concerning their investments in Fund Shares; (iv) engaging in
advertising with respect to a Fund's Shares; and (v) distributing Fund
prospectuses, reports and sales literature.
Shareholder Support Services
----------------------------
(i) providing Customers with a service that invests the assets of their accounts
in a Fund's Shares pursuant to specific or pre-authorized instructions; (ii)
processing dividend payments from the Trust on behalf of Customers; (iii)
providing information periodically to Customers showing their positions in a
Fund's Shares; (iv) arranging for bank wire transfers of funds to or from a
Customer's account; (v) responding to inquiries from Customers relating to the
services performed by the Participating Organization under this Agreement; (vi)
providing subaccounting, in the case of omnibus accounts, with respect to a
Fund's Shares beneficially owned by Customers or the information to the Trust
necessary for subaccounting; (vii) if required by law, forwarding Shareholder
communications from the Trust (such as proxies, Shareholder reports, annual and
semi-annual financial statements, and dividend, distribution, and tax notices)
to Customers; (viii) forwarding to Customers proxy statements and proxies
containing any proposals regarding this Agreement or a Fund's Plan; and (ix)
rendering ongoing advice respecting the suitability of particular investment
opportunities offered by the Trust in light of the Customer's need.
A-1
12
Dated: As of _____________
Schedule B
to the
Shareholder Services Agreement
Compensation
------------
Annual rate of up to _____ one-hundredths of one percent (____%) of the
average daily net asset value of each Fund's Shares held of record by
you from time to time on behalf of Customers.
----------
* All fees are computed daily and paid monthly.
B-1
