EXHIBIT (m)(2)
LMCG FUNDS
FORM OF SHAREHOLDER SERVICE AGREEMENT
This SHAREHOLDER SERVICE AGREEMENT is being entered into this ____
day of _______, 2000 between LMCG Funds (the "Trust"), in respect of certain
classes of shares of certain of its Funds set forth on Schedule A hereto, and
Funds Distributor, Inc. (the "Service Agent"). In consideration of the mutual
covenants hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. Pursuant to the terms of this Agreement, the Service Agent,
itself, or through other financial institutions or other intermediaries, will
provide shareholder support services (including personal services and the
maintenance of shareholder accounts) to the Trust and the holders of the
classes of shares of its Funds set forth on Schedule A hereto. These services
may include, but are not limited to, the following functions: providing
office space, equipment, telephone facilities and various personnel,
including clerical, supervisory and computer personnel, as necessary or
beneficial to establish and maintain shareholder accounts and records;
providing information periodically to shareholders showing their positions in
a Fund's shares; delivery of current Trust prospectuses, reports, notices,
proxies, and proxy statements and other informational materials; processing
purchase and redemption transactions; processing dividend payments; providing
support services, including providing information about the Trust and its
Funds and answering routine shareholder inquiries regarding the Trust and its
Funds; assisting shareholders in changing dividend options, account
designations, and addresses; training personnel to provide such services; and
providing such other shareholder services as the Trust reasonably requests.
2. To compensate the Service Agent for the services it provides and
the expenses it bears hereunder, the Trust will, on behalf of each Fund
listed on Schedule A, pay the Service Agent a service fee (the "Service Fee")
accrued daily and paid promptly (but in any event within three business days)
after the last day of each calendar month, at the applicable annual rate set
forth on Schedule A of the average daily net assets of the class or classes
of shares of such Funds listed on such Schedule A (determined as provided
from time to time in the prospectus of the Trust or as otherwise specified
from time to time by the Board of Trustees). The Service Fee paid under this
Agreement is intended to qualify as a "service fee" as defined in Section
2830 of the Conduct Rules of the National Association of Securities Dealers,
Inc. (or any successor provision) as in effect from time to time. The Service
Agent may retain such other financial institutions or other intermediaries as
it deems necessary to aid it in the provision of the shareholder support
services required to be provided hereunder, and in connection with any such
retention may compensate such financial institutions or other intermediaries
as it deems appropriate. In no event, however, will the Trust have any
liability for payment of the Service Fee to any person other than the Service
Agent.
If this Agreement is terminated as of any date not the last day of a
calendar month, then the fee payable to the Service Agent shall be paid
promptly (but in any event within three business days) after such date of
termination.
3. This Agreement shall continue in effect for one year from the
date of its execution, and thereafter for successive periods of one year if
this Agreement is approved at least annually by the Trustees, including a
majority of the Trustees who are not interested persons of the Trust and have
no direct or indirect financial interest in the operation of this Agreement
(the "Disinterested Trustees").
4. Notwithstanding paragraph 3, this Agreement may be terminated at
any time, without the payment of any penalty, by the Service Agent, on the
one hand, or by the vote of a majority of the Disinterested Trustees, on the
other, on not more than thirty (60) days written notice.
5. Any agreement entered into pursuant to this Agreement shall be in
writing and shall be subject to termination as provided in Section 4.
6. This Agreement may be amended at any time (including for the
purpose of making modifications to Schedule A hereto) by a written instrument
executed by the Service Agent and the Trust.
7. This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts.
8. A copy of the Agreement and Declaration of Trust of the Trust is
on file with the Secretary of State of The Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the
obligations of or arising out of this instrument are not binding upon any of
the Trustees or holders of beneficial interest in the Trust individually but
are binding only upon the assets and property attributable to the respective
classes of shares of the respective Funds indicated on Schedule A.
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SCHEDULE A
to the
Shareholder Service Agreement
LMCG FUNDS
Shares of the following Funds:
Annual Rate
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LMCG Small Cap Growth Fund 0.25%
LMCG Internet Fund 0.25%
LMCG Mid Cap Growth Fund 0.25%
LMCG Small Cap Tax-Sensitive Fund 0.25%
LMCG Technology Fund 0.25%
This Agreement is entered into by the Trust and the Service Agent with
respect to the Classes of shares of the Funds set forth above.
Witness the due execution hereof this ____ day of _______, 2000.
LMCG FUNDS
By:______________________________
Name:
Title:
FUNDS DISTRIBUTOR, INC.
By:______________________________
Name:
Title:
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