EXHIBIT 23H6
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made the ___ day of ____________, 2001 by and
between Cadre Securities, Inc. (the "CSI"), and [Name of Dealer] (the
"Organization").
CSI serves as Shareholder Servicing Agent of with respect to
shares of beneficial interest ("Shares") of CMG Advisor Series (the "Fund"), a
series of Cadre Institutional Investors Trust (the "Trust"), and desires to
obtain certain services from the Organization which CSI believes will be of
benefit to the Fund and its shareholders who are customers of the Organization.
Pursuant to the terms of this Agreement, CSI agrees to pay a fee to the
Organization in consideration of such services. Payment of the fee is subject to
the following terms and conditions which CSI may revise from time to time:
1. QUALIFICATION REQUIREMENTS
(a) The Organization has entered into a Dealer Agreement with
CSI with respect to the sale of Shares.
(b) The Organization is the "selling agent of record" for one
or more accounts in the Trust which own shares of the Fund ("Accounts").
(c) For each Account registered in the name of one of the
Organization's customers, the Organization will advise CSI promptly of the Fund
account number. The Organization agrees that CSI will be entitled to rely on the
accuracy of such information in updating CSI's records for determining the
service fees payable to the Organization under the terms of this Agreement. The
Organization understands and agrees that such payments will be based solely on
CSI's records.
2. FEE
(a) If the Organization meets the qualification requirements
set forth in Paragraph 1, it will be paid a fee on assets of the Accounts for
services relating to the Fund. Payments to the Organization will be made monthly
at the annual rate of 0.25% of the average daily net assets of the Accounts
(excluding any Accounts for the Organization's own retirement plans) during such
month. Amounts due to the Organization hereunder shall be paid not more than 30
days after the end of the applicable month.
(b) The Organization understands and agrees that its failure
to provide the services required to be provided under this Agreement or
otherwise to comply with the terms of this Agreement, will render the
Organization ineligible to receive the fees set forth above.
3. SERVICES
The Organization will assist CSI by providing the following
services to Organization customers who are shareholders of or potential
investors in the Fund:
(a) maintaining regular contact with shareholders having
Accounts and answering their inquiries concerning the Fund and their Accounts;
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(b) maintaining records showing the number of Shares owned by
shareholders having Accounts; and
(c) sending, or arranging to be sent, all shareholder
communications of the Fund and the Trust to shareholders having Accounts.
4. AMENDMENT
This Agreement shall be deemed amended as provided in any
written notice delivered by CSI to the Organization.
5. EFFECTIVE PERIOD AND TERMINATION
This Agreement shall become effective as of the date set forth
above and shall continue in effect until terminated in accordance with the terms
hereof. It is terminable. without penalty, at any time by CSI or the
Organization, upon written notice to the other party. This Agreement shall not
be assigned by either party hereto, except to a successor of such party, without
the written consent of CSI.
6. REPORTS
The Organization shall :from time to time provide CSI such
information and reports as CSI may reasonably request to enable CSI to monitor
and evaluate the services provided by the Organization hereunder .
7. INDEMNIFICATION
Each party to this Agreement agrees to indemnify, defend and
hold the other party harmless from and against any and all claims, actions,
causes of action, damages, costs, and expenses (including reasonable attorneys'
fees) that it may incur, to the extent that such liability or expense arises out
of the acts or omissions of the other party or the other party's failure to
comply with its responsibilities and duties under this Agreement. This paragraph
shall survive any termination of this Agreement.
8. MISCELLANEOUS
(a) All communications mailed to the parties should be sent to
the addresses set forth below (or such other address as a party may specify in a
notice given to the other party) and shall be deemed given if mailed or
delivered to the other party.
(b) The provisions of this Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
(c) This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes any
prior dated agreements.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
CADRE SECURITIES, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
By:
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Name:
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Title:
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Name of ORGANIZATION
Address:
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By:
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Name:
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Title:
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