EXHIBIT 23(e)(3)
THE INFINITY MUTUAL FUNDS, INC.
DISTRIBUTION PLAN AGREEMENT
BISYS Fund Services Limited Partnership
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
Gentlemen:
We wish to enter into this Agreement with you for distribution
services with respect to shares of certain classes (each, a "Class") of the
portfolios (the "Portfolios") set forth on Schedule 1 hereto, as such may be
revised from time to time, of The Infinity Mutual Funds, Inc. (the "Fund") of
which you are the principal underwriter as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), and the exclusive agent for the continuous
distribution of its shares.
The terms and conditions of this Agreement are as follows:
1. We agree to provide reasonable assistance in connection with the
sale of shares of each Class, which assistance may include distributing sales
literature, marketing and advertising. If we are restricted or unable to provide
the services contemplated above, we agree not to perform such services and not
to accept fees thereafter. Our acceptance of any fees hereunder shall constitute
our representation (which shall survive any payment of such fees and any
termination of this Agreement and shall be reaffirmed each time we accept a fee
hereunder) that our receipt of such fee is lawful.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space, equipment
and facilities currently used in our business, or all or any personnel employed
by us) as is necessary or beneficial for distributing, marketing or advertising
shares of each Class.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Class, except
those contained in the then current Prospectus and Statement of Additional
Information for the Portfolios, copies of which will be supplied by you to us,
or in such supplemental literature or advertising materials as may be authorized
by you in writing.
4. For all purposes of this Agreement we will be deemed to be an
independent contractor, and will have no authority to act as agent for you or
the Fund in any matter or in any respect. We and our employees will, upon
request, be available during normal business hours to consult with you or your
designees concerning the performance of our responsibilities under this
Agreement.
5. In consideration of the services and facilities described herein,
we shall be entitled to receive from you, and you agree to pay to us, the fee
set forth in Exhibit A hereto. We understand that any payments pursuant to this
Agreement shall be paid only so long as this Agreement and the Distribution Plan
adopted by the Fund is in effect.
6. You reserve the right, at your discretion and without notice, to
suspend or withdraw the sale of any Class's shares.
7. We acknowledge that this Agreement shall become effective only when
approved by vote of a majority of (i) the Fund's Board of Directors, and (ii)
the Fund's Directors who are not "interested persons" (as defined in the 0000
Xxx) of the Fund and have no direct or indirect financial interest in this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval.
8. This Agreement shall continue until the last day of the calendar
year next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year, provided such continuance is approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and (ii)
the Fund's Directors who are not "interested persons" (as defined in the 0000
Xxx) of the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. As to each Class, this Agreement is terminable without
penalty, at any time, by vote of a majority of the Fund's Directors who are not
"interested persons" (as defined in the 0000 Xxx) and have no direct or indirect
financial interest in this Agreement or, on not more than 60 days' written
notice, by vote of holders of a majority of the shares of such Class, or, upon
15 days' notice, by you. Notwithstanding anything contained herein, if the
Distribution Plan adopted by the Fund is terminated by the Fund's Board of
Directors, or the Distribution Plan, or any part thereof, is found invalid or is
ordered terminated by any regulatory or judicial authority, or we fail to
perform the distribution functions contemplated by the Fund or by you, this
Agreement shall be terminable effective upon receipt of notice thereof by us.
This Agreement also shall terminate automatically, as to the relevant Class, in
the event of its assignment (as defined in the 1940 Act).
9. We understand that the Fund's Board of Directors will review, at
least quarterly, a written report of the amounts expended pursuant to this
Agreement and the purposes for which such expenditures were made. In connection
with such reviews, we will furnish you or your designees with such information
as you or they may reasonably request and will otherwise cooperate with you and
your designees (including, without limitation, any auditors designated by you),
in connection with the preparation of reports to the Fund's Board of Directors
concerning this Agreement and the monies paid or payable by you pursuant hereto,
as well as any other reports or filings that may be required by law.
10. All communications to you shall be sent to you at the address set
forth above. Any notice to us shall be duly given if mailed or telegraphed to us
at the address set forth below.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of conflict
of laws.
Very truly yours,
------------------------------------------
(Please Print or Type Service
Organization's Name)
------------------------------------------
Address
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City State Zip Code
Date _____________________________ By:______________________________________
Authorized Signature
NOTE: Please return both signed copies of this Agreement to BISYS
Fund Services Limited Partnership. Upon acceptance one
countersigned copy will be returned for your files.
Accepted:
BISYS FUND SERVICES LIMITED
PARTNERSHIP
BY: BISYS Fund Services, Inc.
General Partner
Date _______________________ By:____________________________
EXHIBIT A
Distribution Plan Agreement
between
BISYS FUND SERVICES LIMITED PARTNERSHIP
and
---------------------------------------
Name of Service Organization
The Service Organization will be paid a monthly fee based
upon the average daily value of the shares of the Class owned by
shareholders for whom the Service Organization is the holder of
record or dealer of record at the following annual rate:
.__ of 1% of Class A Shares
.__ of 1% of Class B Shares
.__ of 1% of DG Class Shares
For purposes of determining the fees payable hereunder, the
average daily net asset value of each Class of shares shall be
computed in the manner specified in the Fund's Articles of
Incorporation and the Portfolios' then current Prospectus and
Statement of Additional Information.
Dated: _______________
SCHEDULE 1
NAME OF PORTFOLIO AND CLASSES
ISG Aggressive Growth Portfolio
Class A Shares
Class B Shares
ISG Capital Growth Fund
Class A Shares
Class B Shares
ISG Income Fund
Class A Shares
Class B Shares
ISG Current Income Portfolio
Class A Shares
Class B Shares
ISG Equity Income Fund
Class A Shares
Class B Shares
ISG Equity Value Fund
Class A Shares
Class B Shares
ISG Government Income Fund
Class A Shares
Class B Shares
DG Class Shares
ISG Growth Portfolio
Class A Shares
Class B Shares
ISG Growth & Income Portfolio
Class A Shares
Class B Shares
ISG International Equity Fund
Class A Shares
Class B Shares
DG Class Shares
ISG Large-Cap Equity Fund
Class A Shares
Class B Shares
DG Class Shares
ISG Limited Term Income Fund
Class A Shares
Class B Shares
ISG Limited Term Tennessee Tax-Exempt Fund
Class A Shares
Class B Shares
ISG Limited Term U.S. Government Fund
Class A Shares
Class B Shares
DG Class Shares
ISG Mid-Cap Fund
Class A Shares
Class B Shares
ISG Moderate Growth & Income Portfolio
Class A Shares
Class B Shares
ISG Municipal Income Fund
Class A Shares
Class B Shares
DG Class Shares
ISG Small-Cap Opportunity Fund
Class A Shares
Class B Shares
DG Class Shares
ISG Tennessee Tax-Exempt Fund
Class A Shares
Class B Shares
ISG Tax-Exempt Money Market Fund
Class B Shares
ISG Government Money Market Fund
Class B Shares
ISG Prime Money Market Fund
Class B Shares
Stewardship Large-Cap Equity Fund
Class A Shares
Class B Shares
Stewardship Small-Cap Equity Fund
Class A Shares
Class B Shares
Stewardship Mid-Cap Equity Fund
Class A Shares
Class B Shares
