[DRAFT]
SHAREHOLDER SERVICING AGREEMENT
AMERINDO TECHNOLOGY FUND
A series of Amerindo Funds Inc. (the "Fund")
Class C Shares
Xxx Xxxxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
SEI Investments Distribution Co.
Xxx Xxxxxxx Xxxxxx Xxxxx,
Xxxx, XX 00000
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, the Distributor, pursuant to the
Distribution and Service Plan dated _____________, 1999 adopted by us in
accordance with Rule 12b-l (the "Plan") under the Investment Company Act of
1940, as amended (the "1940 Act"), to provide the services listed below:
(a) You will perform, or arrange for others including
broker-dealers, banks, savings and loans and other financial institutions with
which you have written agreements and whose clients are Class C Fund
shareholders (each institution a "Shareholder Servicing Agent") to perform, all
shareholder servicing functions not performed by us, by the Distributor or by
our Transfer Agent.
(b) In consideration of the foregoing we will pay you a fee at the
annual rate of one quarter of one percent (0.25%) of the Fund's Class C shares'
(the "Class C Shares") average daily net assets to compensate you for providing
shareholder services to our Class C shareholders. Your payment will be accrued
by us daily, and will be payable on the last day of each calendar month for
services performed hereunder during that month or on such other schedule as you
shall request us in writing. You may waive your right to any fee or payment to
which you are entitled hereunder, provided such waiver is delivered to us in
writing.
(c) You may make payments from time to time from your Shareholder
Servicing Fee to defray the costs of, and to compensate other Shareholder
Servicing Agents with whom
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you shall enter into a written agreement for performing shareholder servicing
and related administrative functions on behalf of the Class C Shares.
You will in your sole discretion determine the amount of any
payments made by you pursuant to this Agreement, and you may from time to time
in your sole discretion increase or decrease the amount of such payments;
provided, however, that no such payment will increase the amount which we are
required to pay to you under this Agreement.
2. Except as otherwise provided herein, you will be responsible
for the payment of all expenses incurred by you in rendering the foregoing
services, except that we will pay (i) telecommunications expenses, including the
cost of dedicated lines and CRT terminals, incurred by you, the Distributor, the
Broker-Dealers (as defined in our Distribution Agreement with our distributor)
and Shareholder Servicing Agents in rendering such services, and (ii) the cost
of typesetting, printing and delivering our prospectus to existing Class C
shareholders of the Fund and of preparing and printing subscription application
forms for Class C shareholder accounts.
3. (a) The written agreements between you and Shareholder
Servicing Agents may only be made with Shareholder Servicing Agents who maintain
a servicing relationship, and will, as agents for their customers, perform the
following services for Class C Shareholders, including but not limited to:
answer customer inquiries regarding account status and history, the manner in
which purchases and redemptions of shares of the Fund may be effected and
certain other matters pertaining to the Fund; assist shareholders in designating
and changing dividend options, account designations and addressees; provide
necessary personnel and facilities to establish and maintain shareholder
accounts and records; assist in processing purchase and redemption transactions;
arrange for the wiring of funds; transmit and receive funds in connection with
customer orders to purchase or redeem shares; verify and guarantee shareholder
signatures in connection with redemption orders and transfers and changes in
shareholder designated accounts; furnish (either separately or on an integrated
basis with other reports sent to a Class C shareholder by the Fund) monthly and
year-end statements and confirmation of purchases and redemptions; transmit, on
behalf of the Fund, proxy statements, annual reports, updating prospectuses and
other communications from the Fund to Class C shareholders of the Fund; receive,
tabulate and transmit to the Fund proxies executed by shareholders with respect
to meeting of Class C shareholders of the Fund; and provide such other related
services as the Fund or a Class C shareholder may request. Shareholder Servicing
Agents may waive all or a portion of their Shareholder Servicing Fees.
(b) Payments to Shareholder Servicing Agents to compensate them
for providing shareholder servicing and related administrative functions are
subject to compliance by them with the terms of written agreements satisfactory
to our Board of Directors to be entered into between you and the Shareholder
Servicing Agents.
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(c) Shareholder Servicing Agents will be compensated directly by
you. We shall have no obligation or liability to you, them or any Shareholder
Servicing Agent for any such payments under such agreements with Shareholder
Servicing Agents. Our obligation is solely to make payments to you under this
Shareholder Servicing Agreement, to the Advisor under the Advisory Agreement and
to the Distributor under the Distribution Agreement.
4. We will expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our Class C
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
5. This Agreement will become effective on the date hereof and
will remain in effect until [November 31, 2000] and thereafter for successive
twelve-month periods (computed from each [December 1st]) provided that such
continuation is specifically approved at least annually by vote of our Board of
Directors and of a majority of those of our directors who are not interested
persons (as defined in the 0000 Xxx) and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan,
cast in person at a meeting called for the purpose of voting on this Agreement.
This Agreement may be terminated at any time, without the payment of any
penalty, by vote of a majority of our entire Board of Directors, and by a vote
of a majority of our Directors who are not interested persons (as defined in the
0000 Xxx) and who have no direct or indirect financial interest in the operation
of the Plan or in any agreement related to the Plan, or by vote of a majority of
our outstanding Class C voting securities, as defined in the 1940 Act, on sixty
days' written notice to you, or by you on sixty days' written notice to us.
6. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you, and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing law and in
applicable rules or regulations of the Securities and Exchange Commission
thereunder.
7. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the 1940 Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to another
corporation, firm, individual or association.
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If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
AMERINDO FUNDS INC.,
AMERINDO TECHNOLOGY FUND
By:
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Name:
Title:
ACCEPTED:
, 1999
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SEI INVESTMENTS DISTRIBUTION CO.
By:
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Name:
Title:
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