1
EXHIBIT 15(e)
SHAREHOLDER SERVICING AGREEMENT
With Respect to Shares
of the
PACIFIC HORIZON FUNDS, INC.
Concord Financial Group, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing employees will, upon request, be available during
Agreement ("Agreement") with you concerning the normal business hours to consult with you or your
provision of support services to our clients designees concerning the performance of our
("Clients") who may from time to time beneficially responsibilities under this Agreement. We will
own Shares of the current and future non Money not engage in activities pursuant to this
Market Funds (collectively the "Funds") of the Agreement which constitute acting as a broker or
Pacific Horizon Funds, Inc. (the "Company") that dealer under state law unless we have obtained the
are covered by the Company's Shareholder Servicing licenses required by such law.
Plan as amended from time to time of which you are
the principal underwriter as defined in the 5. In consideration of the services and
Investment Company Act of 1940 (the "Act") and the facilities provided by us hereunder, you will pay
exclusive agent for the continuous distribution of to us, and we will accept as full payment thereof,
said Shares. Shares of the Funds above are a fee at the annual rate of .25 of 1% of the
hereinafter referred to collectively as "Shares". average daily net asset value of the Shares
beneficially owned by our Clients for whom we are
The terms and conditions of this Agreement are as the dealer of record or holder of record or with
follows: whom we have a servicing relationship (the
"Clients' Shares"). Said fee will be computed
1. We agree to provide the following support daily and payable monthly. For purposes of
services to Clients who may from time to time determining the fee payable under Paragraph 5, the
acquire and beneficially own Shares1: (i) average daily net asset value of the Clients'
establishing and maintaining accounts and records Shares will be computed in the manner specified in
relating to clients that invest in Shares; (ii) the Funds' Registration Statement (as the same is
processing dividend and distribution payments from in effect from time to time) in connection with
the Funds on behalf of Clients; (iii) providing the computation of the net asset value of the
information periodically to Clients regarding particular Shares involved for purposes of
their positions in Shares; (iv) arranging for bank purchases and redemptions. The fee rate stated
wires; (v) responding to Client inquiries above may be prospectively increased or decreased
concerning their investments in Shares; (vi) by you, in your sole discretion, at any time upon
providing the information to the Funds necessary notice to us. Further, you may, in your
for accounting or subaccounting; (vii) if required discretion and without notice, suspend or withdraw
by law, forwarding shareholder communications from the sale of Shares, including the sale of Shares
the Funds (such as proxies, shareholder reports, for the account of any Client or Clients.
annual and semi-annual financial statements and
dividend, distribution and tax notices) to 6. We acknowledge that you will provide to the
Clients; (viii) assisting in processing exchange Funds' Board of Directors, and the Board of
and redemption requests from Clients; (ix) Directors will review, at least quarterly, a
assisting Clients in changing dividend options, written report of the amounts expended pursuant to
accounts designations and addresses and (x) this Agreement and the purposes for which such
providing such other similar services as you may expenditures were made. In connection with such
reasonably request to the extent we are permitted reviews, we will furnish you or your designs with
to do so under applicable statutes, rules and such information as you or they may reasonably
regulations. request (including, without limitation, periodic
certifications confirming the provision to Clients
2. We will provide such office space and of the services describe herein), and will
equipment, telephone facilities and personnel otherwise cooperate with you and your designee
(which may be any part of the space, equipment and (including, without limitation, any auditors
facilities currently used in our business, or any designated by you), in connection with the
personnel employed by us) as may be reasonably preparation of reports to the Funds' Board of
necessary or beneficial in order to provide the Directors concerning this Agreement and the monies
aforementioned services and assistance to Clients. paid or payable by you pursuant hereto, as well as
any other reports or filings that may be required
3. Neither we nor any of our officers, employees by law.
or agents are authorized to make any
representations concerning you or the Shares 7. You may enter into other similar Agreements
except those contained in the Funds' applicable with any other person or persons without our
prospectuses and statements of additional consent.
information for the Shares, copies of which will
be supplied by you to us, or in such supplemental 8. We hereby represent, warrant and agree that
literature or advertising as may be authorized by the compensation payable to us hereunder, together
you in writing. with any other compensation payable to us by our
Clients in connection with the investment of their
4. For all purposes of this Agreement we will be assets in Shares of the Funds, will be disclosed
deemed to be an independent contractor, and will by us to our Clients, will authorized by our
have no authority to act as agent for you or the Clients and will not result in an excessive or
Funds in any matter or in any respect. We and our unreasonable fee to us, We hereby further
represent, warrant and agree that in no event will
______________________
1 Services may be modified or omitted in the particular case and items
relettered or renumbered. PHTRANS:70058_1.WP5
2
any of the services provided by us hereunder
primarily intended to result in the sale of
Shares.
9. This Agreement will become effective on the
date a fully executed copy of this Agreement is
received by you or your designee. Unless soon
terminated, this Agreement will continue until
October 31, 1993, an thereafter will continue
automatically for successive annual period
provided such continuance is specifically approved
at least annually the Funds in the manner
described in Paragraph 12. This Agreement is
terminable with respect to any class of Shares,
without penalty, at a time by the Funds (which
termination may be by a vote of a majority of the
Disinterested Directors as deemed in Paragraph 12
or by vote of the holders of a majority of the
outstanding Shares of such class) or by us you
upon notice to the other party hereto. This
Agreement will at terminate automatically in the
event of its assignment (as deemed in the Act).
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 to the appropriate
address stated herein, or such other address as
either party shall so provide the other.
11. This Agreement will be construed in
accordance with the internal laws of the State of
New York, without giving effect to principles of
conflict of laws.
12. This Agreement has been approved by vote of
a majority of (a) the Funds' Board of Directors
and (b) those Directors of the Funds who are not
"interest persons" (as defined in the Act) of the
Funds and have no direct or indirect financial
interest in the operation of the Shareholder
Service Plan adopted by the Funds regarding the
provision of support services in connection with
the Shares or in any agreement related thereto
cast in person at a meeting called for the purpose
of voting on such approval ("Disinterested
Directors").
-2-
3
Very truly yours,
_________________________________________________________________
Service Organization Name (Please Print or Type)
_________________________________________________________________
Address
_________________________________________________________________
City State Zip Code
Dated:___________________________________________________________
By:______________________________________________________________
Authorized Signature
NOTE:
Please return both signed copies of this Agreement to Concord Financial Group,
Inc. Upon acceptance one countersigned copy will be returned for your files.
Accepted
Concord Financial Group, Inc.
Dated:___________________________________________________________
By:______________________________________________________________
Authorized Signature
-3-
4
PACIFIC HORIZON FUNDS INC.
AUTHORIZATION
The following person or persons represent(s) and warrant(s) that he (they) are
fully authorized to purchase or redeem shares on behalf of the beneficial
owners.
______________________________ ______________________________
Name Signature
______________________________ ______________________________
Title Date
______________________________ ______________________________
Name Signature
______________________________ ______________________________
Title Date
______________________________ ______________________________
Name Signature
______________________________ ______________________________
Title Date
______________________________ ______________________________
Name Signature
______________________________ ______________________________
Title Date
