SHAREHOLDER SERVICE PLAN AND AGREEMENT
REMBRANDT FUNDS
INVESTOR CLASS
Rembrandt Funds (the "Fund") is an open-end investment company registered
under the Investment Company Act of 1940, as amended, and currently consisting
of a number of separately managed portfolios (the "Porfolios"). The Fund
desires to retain Rembrandt Financial Services Company (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Investor Class shares ("Shares") of any
Portfolio of the Fund. The Distributor is willing to itself provide or to
compensate service providers for providing, such shareholder services in
accordance with the terms and conditions of this Agreement.
SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service pursuant to which the service providers
will provide, one or more of the following shareholder services to Clients who
may from time to time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest in Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services performed by
the Distributor or any service provider;
(v) responding to inquiries from Clients concerning their investments in
Shares;
(vi) forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual statements and
dividend, distribution and tax notices) to Clients;
(vii) processing purchases, exchange and redemption requests from Clients
and placing such orders with the Fund or its service providers;
(viii) assisting Clients in changing dividend options, account
designations, and addresses;
(ix) providing subaccounting with respect to Shares beneficially owned by
Clients;
(x) processing dividend payments from the Fund on behalf of Clients; and
(xi) providing such other similar services as the Fund may reasonably
request to the extent that the Distributor and/or the service
provider is permitted to do so under applicable laws or regulations.
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees, or
agents is authorized to make any representations concerning the Fund or the
Shares except those contained in the Fund's then-current prospectus or Statement
of Additional Information for the Shares, copies of which will be supplied to
the Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Fund harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Fund or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.
SECTION 5. In consideration of the services and facilities to be provided by
the Distributor or any service provider, each Portfolio that has issued Investor
Class shares will pay to the Distributor a fee, as agreed from time to time, at
an annual rate of up to .25% (twenty-five basis points) of the average net asset
value of all Investor shares of each Portfolio, which fee will be computed daily
and paid monthly. The Fund may, in its discretion and without notice, suspend
or withdraw the sale of Investor Class shares of any Portfolio, including the
sale of Investor Class shares to any service provider for the account of any
Client or Clients. The Distributor may waive all or any portion of its fee from
time to time.
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SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Investor Class shares of any Portfolio, without penalty, at any
time by the Fund or by the Distributor upon written notice to the Fund.
SECTION 9. All notices and other communications to either the Fund or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
SECTION 11. References to the "Rembrandt Funds" the "Fund," and the "Trustees"
of the Fund refer respectively to the Trust created and the Trustees as
trustees, but not individually or personally, acting from time to time under the
Declaration of Trust of the Fund dated September 17, 1992, a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Fund's principal office. The obligations of the Fund entered into in the name
or on behalf thereof by any of the Trustees, officers, representatives, or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, officers, representatives, or agents of
the Fund personally. Further, any obligations of the Fund with respect to any
one Portfolio shall not be binding upon any other Portfolio.
By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.
REMBRANDT FUNDS
By: /s/ Xxxx Xxxxxxxxx Date: August 4, 1997
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Xxxx Xxxxxxxxx
SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Xxxx Xxxx Date: August 4, 1997
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Xxxx Xxxx
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