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EXHIBIT 15(D)
SHAREHOLDER SERVICE AGREEMENT
With Respect to Horizon Service Shares of
PACIFIC HORIZON FUNDS, INC.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We wish to enter into this Shareholder Service Agreement with you concerning
the provision of support services to your clients ("Clients") who may from time
to time beneficially own Horizon Service Shares of our Prime, Treasury,
Treasury Only, Government, Horizon Tax-Exempt Money, or California Tax-Exempt
Money Market or Prime Value Funds (the "Funds"). The terms and conditions of
this Agreement are as follows:*
1. You agree to provide the following support services to Clients who
may from time to time beneficially own Horizon Service Shares: (i)
aggregating and processing purchase and redemption requests for Horizon
Service Shares from Clients and placing net purchase and redemption orders
with our distributor; (ii) providing Clients with a service that invests
the assets of their accounts in Horizon Service Shares pursuant to specific
or pre-authorized instructions; (iii) processing dividend payments from us
on behalf of Clients; (iv) providing information periodically to Clients
showing their positions in Horizon Service Shares; (v) arranging for bank
wires; (vi) responding to Client inquiries relating to the services
performed by you; (vii) providing subaccounting with respect to Horizon
Service Shares beneficially owned by Clients or the information to us
necessary for subaccounting; (viii) if required by law, forwarding
shareholder communications from us (such as proxies, shareholder reports,
annual and semiannual financial statements and dividend, distribution and
tax notices) to Clients; (ix) forwarding to Clients proxy statements and
proxies containing any proposals regarding this Agreement or the
Shareholder Services Plan related hereto; and (x) 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.
2. We recognize that you may be subject to the provisions of the
Xxxxx-Xxxxxxxx Act and other laws
____________________
* Services may be modified or omitted in the particular case and items
renumbered.
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governing, among other things, the conduct of activities by Federally
chartered and supervised banks and other banking organizations. As such,
you are restricted in the activities you may undertake and for which you
may be paid and, therefore, you will perform only those activities which
are consistent with your statutory and regulatory obligations. You will
act solely as agent for, upon the order of, and for the account of, your
Clients.
3. You 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 your business, or any personnel employed by
you) as may be reasonably necessary or beneficial in order to provide such
services to Clients.
4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us or Horizon Service
Shares except those contained in our then current prospectuses 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.
5. 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. 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 or agents regarding your responsibilities hereunder or
the purchase, redemption, transfer or registration of Horizon Service
Shares by or on behalf of Clients. 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.
6. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payment
therefor, a fee at the annual rate of .25 of 1% of the average daily net
asset value of the Horizon Service Shares beneficially owned by your
Clients for whom you are the dealer of record or holder of record or with
whom you have a servicing relationship (the "Clients Shares"), which fee
will be computed daily and payable monthly. By your written acceptance of
this Agreement, you agree to and do waive such portion of the fee payable
under this Section 6 as is necessary to assure that the amount of such fee
which is required to be accrued on any day with respect to your Clients
does not exceed the income to be
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accrued to your Clients Shares on that day. For purposes of determining
the fees payable under this Section 6, the average daily net asset value of
the Clients 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 Horizon Service
Shares for purposes of purchases and redemptions. The fee rate stated
above may be prospectively increased or decreased by us, in our sole
discretion, at any time upon notice to you. Further we may, in our
discretion and without notice, suspend or withdraw the sale of Service
Shares, including the sale of such shares to you for the account of any
Client or Clients.
7. Any person authorized to direct the disposition of monies paid or
payable by us pursuant to this Agreement will provide to our Board of
Directors, and our Directors will review, at least quarterly, a written
report of the amounts so expended and the purposes for which such
expenditures were made. In addition, you will furnish us or our designees
with such information as we or they may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Clients of the services described herein), and will 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. You will be responsible for promptly reporting to us and
our Board of Directors any potential or existing conflicts with respect to
the investments of your customers in the Funds.
8. We may enter into other similar Shareholder Service Agreements with
any other person or persons without your consent.
9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided
by you hereunder be primarily intended to result in the sale of any shares
issued by us: (ii) the compensation payable to you hereunder, together
with any other compensation payable to you by Clients in connection with
the investment of their assets in the Funds, will be disclosed by you to
your Clients, will be authorized by your Clients and will not result in an
excessive or unreasonable fee to you; (iii) you will not advertise or
otherwise promote your Client accounts primarily as a means of investing in
Horizon Service Shares or establish or maintain Client accounts for the
primary purpose of investing in Horizon Service Shares; (iv) in the event
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issue pertaining to this Agreement or our Shareholder Services Plan related
hereto is submitted for shareholder approval, you will vote any Horizon
Service Shares held for your own account in the same proportion as the vote
of the Horizon Service Shares held for your Clients' benefit: and (v) you
will not engage in activities pursuant to this Agreement which constitute
acting as a broker or dealer under state law unless you have obtained the
licenses required by such law.
10. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue until October 31, 1990, and
thereafter will continue automatically for successive annual periods ending
on October 31 provided such continuance is specifically approved at least
annually by us in the manner described in Section 13. This Agreement is
terminable with respect to the Horizon Service Shares of any Fund without
penalty, at any time by us (which termination may be by vote of a majority
of our Disinterested Directors as defined in Section 13) or by you upon
notice to the other party hereto.
11. 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 shown above, or to
such other address as either party shall so provide the other.
12. This Agreement shall be construed in accordance with the laws of
the internal laws of New York without giving effect to principles of
conflict of laws, and is non-assignable by the parties hereto.
13. This Agreement has been approved by vote of a majority of (i) our
Board of Directors and (ii) those Directors who are not "interested
persons" (as defined in the Investment Company Act of 1940) of us and have
no direct or indirect financial interest in the operation of the
Shareholder Services Plan adopted by us regarding the provision of support
services to the beneficial owners of Horizon Service Shares or in any
agreements related thereto ("Disinterested Directors"), cast in person at a
meeting called for the purpose of voting on such approval.
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 first stated above.
(SIGNATURE LINES OMITTED)
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