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SERVICING ORGANIZATION AGREEMENT
SERVICE ORGANIZATION AGREEMENT, dated as of ________________, 1998, by
and between INTRUST FUNDS Trust (the "Trust"), a Delaware business trust, and
__________________________ (the "Financial Institution"), as a shareholder
servicing agent hereunder (the "Agent") relating to transactions in shares of
capital stock, $.001 par value (the "Shares"), of any of the existing investment
portfolios offered by the Trust (the "Funds"). In the event that the Trust
establishes one or more portfolios other than the Funds with respect to which it
decides to retain the Financial Institution hereunder, the Trust shall promptly
notify the Financial Institution in writing. If the Financial Institution is
willing to render such services, it shall notify the Trust in writing whereupon
such portfolio shall become a Fund hereunder.
The Trust and the Financial Institution hereby agree as follows:
1. Appointment. The Financial Institution, as Agent, hereby agrees to
perform certain services for its customers (the "Customers") as hereinafter set
forth. The Agent's appointment hereunder is non-exclusive, and the parties
recognize and agree that, from time to time, the Trust may enter into other
shareholder servicing agreements, in writing, with other financial institutions.
2. Services to be Performed. The Agent, as agent for its Customers,
shall be responsible for performing shareholder administrative support services,
which will include the following: (i) answering customer inquiries regarding
account status and history, the manner in which purchases, exchanges and
redemptions of shares of the Funds may be effected and certain other matters
pertaining to the Funds; (ii) assisting shareholders in designating and changing
dividend options, account designations and addresses; (iii) providing necessary
personnel and facilities to establish and maintain shareholder accounts and
records; (iv) assisting in aggregating and processing purchase, exchange and
redemption transactions; (v) placing net purchase and redemption orders with the
Trust's distributor; (vi) arranging for wiring of funds; (vii) transmitting and
receiving funds in connection with customer orders to purchase or redeem shares;
(viii) processing dividend payments; (ix) verifying and guaranteeing shareholder
signatures in connection with redemption orders and transfers and changes in
shareholder-designated accounts, as necessary; (x) providing periodic statements
showing a customer's account balance and, to the extent practicable, integrating
such information with other customer transactions otherwise effected through or
with the Shareholder Servicing Agent; (xi) furnishing (either separately or on
an integrated basis with other reports sent to a shareholder by a Shareholder
Servicing Agent) monthly and year-end statement and confirmations of purchases,
exchanges and redemptions; (xii) transmitting on behalf of the Trust, proxy
statements annual reports, updating prospectuses and other
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communications from the Trust to the shareholders of the Funds; (xiii)
receiving, tabulating and transmitting to the Trust proxies executed by
shareholders with respect to meetings of shareholders of the Funds; and (xiv)
providing such other related services as the Trust or a shareholder may request.
The Agent shall provide all personnel and facilities necessary in order
for it to perform the functions described in this paragraph with respect to its
Customers.
3. Fees.
3.1 Fees from the Trust. In consideration for the services described in
Section 2 hereof and the incurring of expenses in connection therewith, the
Agent shall receive a fee, computed daily and payable monthly, at the annual
rate of 0.25% of the daily net asset value of Shares of the Institutional
Service Class and Institutional Premium Class of each Fund.
3.2. Fees from Customers. It is agreed that the Financial Institution
may impose certain conditions on Customers, in addition to or different from
those imposed by the Trust, such as requiring a minimum initial investment or
imposing limitations on the amounts of transactions. It is also understood that
the Financial Institution may directly credit or charge fees to Customers in
connection with an investment in the Funds. The Financial Institution shall
credit or xxxx Customers directly for such credits or fees. In the event the
Financial Institution charges Customers such fees, it shall make appropriate
prior written disclosure (such disclosure to be in accordance with all
applicable laws) to Customers both of any direct fees charged to the Customer
and of the fees received or to be received by it from the Trust pursuant to
Section 3.1 of this Agreement. It is understood however, that in no event shall
the Financial Institution have recourse or access as Agent or otherwise to the
account of any shareholder of the Trust except to the extent expressly
authorized by law or by such shareholder, or to any assets of the Trust, for
payment of any direct fees referred to in this Section 3.2.
4. Approval of Materials to be Circulated. Advance copies or proofs of
all materials which are to be generally circulated or disseminated by the Agent
to Customers or prospective Customers which identify or describe the Trust shall
be provided to the Trust at least 10 days prior to such circulation or
dissemination (unless the Trust consents in writing to a shorter period), and
such materials shall not be circulated or disseminated or further circulated or
disseminated at any time after the Trust shall have given written notice to the
Agent of any objection thereto.
Nothing in this Section 4 shall be construed to make the Trust liable
for the use of any information about the Trust which is disseminated by the
Agent.
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5. Compliance with Laws, etc. The Agent shall comply with all
applicable federal and state laws and regulations in the performance of its
duties under this Agreement, including securities laws.
6. Limitation of Agent's Liability. In consideration of the Agent's
undertaking to render the services described in this Agreement, the Trust agrees
that the Agent shall not be liable under this Agreement for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the performance of this Agreement, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Agent against any liability
to the Trust or its shareholders to which the Agent would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Agent's duties under this Agreement or by reason of the
Agent's reckless disregard of its obligations and duties hereunder.
7. Indemnification. The Trust agrees to indemnify and hold harmless the
Agent from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the
Investment Trust Act of 1940, as amended, and any state and foreign securities
and blue sky laws, all as or to be amended from time to time) and expenses,
including attorneys' fees and disbursements arising directly or indirectly from
(i) any misstatements or omissions in the Trust's Prospectus, or (ii) any action
or thing which the Agent takes or does or omits to take or do reasonably
believed by the Agent to be at the request or direction or in reliance on the
advice or instructions, whether oral or written, of the Trust provided, that the
Agent shall not be indemnified against any liability to the Trust or to its
shareholders (or any expenses incident to such liability) arising out of the
Agent's own willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder or by reason of its reckless disregard of
its obligations and duties hereunder. In order that the indemnification
provision contained in this paragraph shall apply, it is understood that if in
any case the Trust may be asked to indemnify or save the Agent harmless, the
Trust shall be fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the Agent will use all
reasonable care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the Trust. The Trust shall have the option to
defend the Agent against any claim which may be the subject of this
indemnification and, in the event that the Trust so elects, it will so notify
the Agent and thereupon the Trust shall take over complete defense for the
claim, and the Agent shall in such situation incur no further legal or other
expenses for which it shall seek indemnification under this paragraph. The Agent
shall in no case confess any claim or make any compromise or settlement in any
case in which the Trust will be asked to indemnify the Agent, except with the
Trust's prior written consent.
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8. Limitation of Shareholder Liability, etc. The Agent hereby agrees
that obligations assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the Trust and its assets and that the Agent shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Trust. It is further agreed that the Agent shall not seek
satisfaction of any such obligations from the Board of Trustees or any
individual Trustee of the Trust.
9. Notices. All notices or other communications hereunder to either
party shall be in writing or by confirming telegram, cable, telex or facsimile
sending device. Notices shall be addressed (a) if to the Trust, at the address
of the Trust, or (b) if to the Agent, at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000.
10. Further Assurances. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
11. Termination. This Agreement will continue in effect with respect to
a particular Fund automatically for successive one-year terms, provided such
Agreement is not terminated. This Agreement may be terminated at any time,
without the payment of any penalty, by a vote of a majority of the Trust's
outstanding voting securities (as defined in the 0000 Xxx) or by a vote of a
majority of the Trust's entire Board of Trustees on 60 days' written notice to
the Agent or by the Agent on (60) days' written notice to the Trust.
12. Changes; Amendments. This Agreement may be changed or amended only
by written instrument signed by both Parties.
13. Reports. The Agent will provide the Trust or its designees such
information as the Trust or its designees may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Customers of the services described herein), and will otherwise cooperate with
the Trust and its designees (including, without limitation, any auditors
designated by the Trust), in connection with the preparation of reports to its
Board of Trustees concerning this Agreement and the monies paid or payable under
this Agreement, as well as any other reports or filings that may be required by
law.
14. Subcontracting by Agent. The Agent may subcontract for the
performance of the Agent's obligations hereunder with any one or more persons,
including but not limited to any one or more persons which is an affiliate of
the Agent; provided, however, that the Agent shall be as fully responsible to
the Trust for the acts and omissions of any subcontractor as it would be for its
own acts or omissions. The Agent shall notify the Trust of any such arrangements
no later than the next meeting of the Trust's Board of Trustees following
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the entry by the Agent into such arrangements. Notwithstanding this paragraph or
paragraph 11 of this Agreement, the Trust reserves the right to terminate this
Agreement immediately or upon such notice as the Trust, in its sole discretion,
determines to give, and without payment of any penalty, if the Trust notifies
the Agent that any subcontractor of the Agent is unacceptable to the Trust for
any reason and the Agent does not terminate its arrangements with such
subcontractor as promptly as reasonably practicable.
15. Governing Law. This Agreement shall be governed by the laws of the
State of New York.
16. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement has been executed on behalf of the Trust by the undersigned not
individually, but in the capacity indicated.
INTRUST FUNDS TRUST
By:
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Title:
Financial Institution
By:
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Title:
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