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EXHIBIT 15.(f)
PLAN AND AGREEMENT
PURSUANT TO RULE 12b-1
This Plan and Agreement made and entered into as of September 1, 1990,
by and between Asset Management Fund for Financial Institutions, Inc., a
Maryland corporation (the "Fund"), and Shay Financial Services Co., an Illinois
general partnership (the "Sponsor");
W I T N E S S E T H:
WHEREAS, the Fund engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act");
WHEREAS, the Fund acts as a distributor of its shares of common stock
of the classes known as Short-Term Liquidity Portfolio Shares,
Intermediate-Term Portfolio Shares, Mortgage Securities Performance Portfolio
Shares and Corporate Bond Portfolio Shares (the "Shares") in accordance with
Rule 12b-1 under the Act and desires to adopt a plan pursuant to Rule 12b-1
(the "Plan"), and the Board of Directors of the Fund has determined there is a
reasonable likelihood that the Plan will benefit the Fund and its stockholders;
WHEREAS, the Fund desires to retain the Sponsor to provide facilities
and personnel and perform services for the Fund in accordance with the Plan in
the manner and on the terms and conditions hereinafter set forth; and
WHEREAS, the Sponsor desires to be so retained.
NOW, THEREFORE, the Fund hereby adopts a Plan in accordance with Rule
12b-1 under the Act and the Fund and the Sponsor hereby enter into this
Agreement, all on the terms and conditions hereinafter set forth.
1. Distribution. The Fund will engage in the distribution,
romotion, and marketing of its Shares.
2. Responsibilities of Sponsor. Subject to the general
supervision of the Fund's Board of Directors, the Sponsor will provide
services, facilities, personnel, and assistance in respect to marketing and
promotional activities of the Fund in distributing the Shares. The Sponsor
will, but not by way of limitation:
(a) Formulate and implement marketing and promotional
activities, including seminars, group meetings, other personal
contacts, mail promotions and industry advertising directed at savings
and loan associations and other organizations eligible to own Shares
of the Fund.
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(b) Provide special office space and equipment, telephone
facilities and dedicated personnel to whatever extent is necessary to
discharge the responsibilities of the Sponsor described herein.
(c) Obtain and evaluate and provide to the Fund such
information, analyses, and opinion in respect to marketing and
promotional activities as the Fund may reasonably request from time to
time.
(d) At its sole expense, register and qualify as a
securities broker to whatever extent is necessary to discharge the
responsibilities of the Sponsor described herein, under the Securities
Exchange Act of 1934, as amended, any applicable state securities
laws, and related regulations; and cause its employees who engage in
the business of effecting transactions in Shares of the Fund to be
registered, licensed, and qualified as securities brokers, principals
and agents.
(e) Bear the costs and expenses of printing and
distributing copies of prospectuses and annual and interim reports of
the Fund (after such materials have been prepared and set in type)
that are used in connection with the offering of Shares for sale to
investors, and the costs and expenses of preparing, setting in type,
printing and distributing any other literature used by the Sponsor in
connection with its activities hereunder. It is understood and agreed
that the Fund will bear the costs and expenses of preparing and
setting in type prospectuses, proxy material, reports, and notices and
the printing and distributing of the same to the Fund's stockholders
and regulatory authorities. The Sponsor will bear all other costs and
expenses of the services, facilities, personnel, and assistance to be
provided by it under this Plan and Agreement, including but not
limited to the compensation of personnel and all other costs and
expenses for office space, facilities, equipment, printing, telephone
service, heat, light, power and other utilities.
It is understood and agreed that the Sponsor will not as principal
purchase Shares from the Fund or as agent sell any Shares of the Fund to any
dealer or to the public, or otherwise engage in any activity that would result
in the Sponsor's being a "principal underwriter" of the Fund under the Act. In
discharging its responsibilities described herein, the Sponsor will take
whatever action is appropriate to assure that its actions do not violate any
provision of the Act, applicable federal or state securities laws, or related
regulations.
3. Fund Information. The Fund from time to time will furnish or
otherwise make available to the Sponsor such financial reports, proxy
statements, and other information relating to the business and affairs of the
Fund as the Sponsor may reasonably require in order to discharge its duties and
obligations hereunder.
4. Compensation of Sponsor. As full compensation for the
services, facilities, personnel and assistance to be provided by the Sponsor
hereunder, the Fund will pay the Sponsor a fee at an annual rate equal to 0.15
of 1% per annum of the combined average daily net assets
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of the Short-Term Portfolio and Intermediate-Term Portfolio of the Fund (the
"Combined Assets") up to and including $0.5 billion; at an annual rate equal to
0.125 of 1% per annum of the Combined Assets between $0.5 billion and $1.0
billion; at an annual rate equal to 0.10 of 1% per annum of the Combined Assets
between $1.0 billion and $2.0 billion; and at an annual rate equal to 0.075 of
1% per annum of the Combined Assets over $2.0 billion. The Fund will pay the
Sponsor a fee with respect to each of the Mortgage Securities Performance
Portfolio and the Corporate Bond Portfolio at an annual rate equal to 0.15 of
1% per annum of the average daily net assets of each Portfolio up to and
including $0.5 billion; at an annual rate equal to 0.125 of 1% per annum of the
average daily net assets between $0.5 billion and $1.0 billion; at an annual
rate equal to 0.10 of 1% per annum of the average daily net assets between $1.0
billion and $1.5 billion; and 0.075 of 1% per annum of the average daily net
assets over $1.5 billion. This fee for each month will be paid to the Sponsor
during the succeeding month in the event this Agreement becomes effective
subsequent to the first day of a month or terminates before the last day of a
month, the fee for the part of the month the Agreement is in effect will be
prorated in a manner consistent with the calculation of fees set forth above.
5. Standards. The Sponsor will use its best efforts in
performing services for the Fund, but in the absence of the willful
misfeasance, bad faith, gross negligence, or reckless disregard of its
obligations hereunder, the Sponsor will not be liable to the Fund or any of its
stockholders for any error of judgment or mistake of law, for any act or
omission, or for any losses sustained by the Fund or its stockholders.
6. Indemnification. The Fund will indemnify and hold harmless
the Sponsor and the officers, directors, and employees of the Sponsor (together
the "Persons Indemnified") against any loss, claim, damage, or liability, joint
or several, to which the Persons Indemnified may become subject, under the Act
or otherwise, insofar as such loss, claim, damage or liability (or actions in
respect thereof) arises out of or is based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
or Prospectus of the Fund relating to the Shares or any amendment or supplement
thereto, or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; and will reimburse the Persons
Indemnified for any legal or other expenses reasonably incurred by the Persons
Indemnified in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Fund will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any of such documents
relating to the Sponsor or in reliance upon and in conformity with information
furnished to the Fund by any Persons Indemnified specifically for use therein.
It is understood, however, that nothing in this Paragraph 6 will protect any
Persons Indemnified against, or entitle any Person Indemnified to
indemnification against, any loss, claim, damage, or liability (or actions in
respect thereof) to an extent or in a manner inconsistent with the Act.
7. Similar Services for Others. Nothing contained in this Plan
and Agreement will prevent the Sponsor or any affiliated person of the Sponsor
from performing services similar to
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those to be performed hereunder for any other person, firm or corporation or
for its or their own accounts or for the accounts of others.
8. Reports. At least quarterly, the Sponsor will provide the
Treasurer of the Fund for submission to and review by the Fund's Board of
Directors, the Treasurer of the Fund will submit to the Fund's Board of
Directors, and the Fund's Board of Directors will review, a written report of
the amounts expended under this Plan and Agreement and the purposes for which
the expenditures were made.
9. Approval. This Plan and Agreement will become effective upon
approval by at least a majority of the outstanding voting shares (as defined in
the Act) of the Fund and upon approval by a vote of the Board of Directors of
the Fund and of the directors who are not interested persons (as defined in the
Act) of the Fund and who have no direct or indirect financial interest in the
Plan and Agreement ("Qualified Directors"), cast in person at a meeting called
for the purpose of voting on the Plan and Agreement.
10. Duration and Termination. This Plan and Agreement will be
submitted for approval at a meeting of stockholders of the Fund. The Plan and
Agreement will continue in effect until March 1, 1991 and shall continue in
effect from year to year thereafter, subject to automatic termination if not
approved at such meeting of stockholders and subject to termination as
hereinafter provided, if approved at least annually by a vote of the Board of
Directors of the Fund and of the Qualified Directors, cast in person at a
meeting called for the purpose of voting on the Plan and Agreement or by a
majority of the outstanding shares (as defined in the Act) of the Fund. The
Plan and Agreement will terminate automatically upon assignment (as defined in
the Act) and is terminable at any time without penalty by a majority of the
Fund's Qualified Directors or by at least a majority of the outstanding voting
shares (as defined in the Act) of the Fund on 60 days' written notice to the
Sponsor, or by the Sponsor on 90 days' written notice to the Fund.
11. Amendment. This Plan and Agreement may not be amended to
increase materially the amount to be spent for the services, facilities,
personnel and assistance of the Sponsor described herein without approval of
the stockholders of the Fund, and all material amendments of the Plan and
Agreement must be approved by a vote of the Board of Directors of the Fund and
of the Qualified Directors, cast in person at a meeting called for the purpose
of voting on the amendment.
12. Directors. So long as this Plan and Agreement is in effect,
the selection and nomination of Fund directors who are not interested person
(as defined in the Act) of the Fund will be committed to the discretion of Fund
directors who are themselves not interested persons (as so defined) of the
Fund.
13. Records. The Fund will preserve copies of this Plan and
Agreement and all reports made pursuant to Paragraph 8 above for a period of
not less than six years from the date
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of the Plan and Agreement or any such report, as the case may be, the first two
years in an easily accessible place.
14. Assistance in Marketing and Promotion. It is anticipated that
various organizations will assist the Sponsor in marketing and promoting the
Fund, including but not limited to state leagues of savings and loan
associations. No such organization will engage in the business of effecting
transactions in Shares of the Fund for the account of others, however, unless
registered as a securities broker under the Securities Exchange Act of 1934, as
amended, and applicable state securities laws, and related regulations. The
Sponsor will be solely responsible for any payments in respect to assistance in
so marketing and promoting the Fund, and the payments will be limited to
reasonable and necessary amounts.
15. Controlling Law. This Plan and Agreement will be construed in
accordance with the laws of the State of Illinois and applicable provisions of
the Act. To the extent the applicable laws of the State of Illinois or any of
the provisions herein conflict with provisions of the Act, the latter will
control.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Plan and Agreement as of September 1, 1990.
ASSET MANAGEMENT FUND FOR FINANCIAL
INSTITUTIONS, INC.
By:/s/
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Its:President
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ATTEST:
By:/s/
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Its:Secretary
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SHAY FINANCIAL SERVICES CO.
By:/s/
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Its:Executive Vice President
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ATTEST:
By:/s/
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Its:Secretary
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