Exhibit 99.B6(f)
SHAREHOLDER SERVICE AGREEMENT
FOR SALE OF SHARES
OF PBHG ADVISOR FUNDS, INC.
This Shareholder Service Agreement (the "Agreement") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act")
by each of the series of the PBHG Advisor Funds, Inc. (or designated classes of
such funds) listed on Schedule A to this Agreement (the "Funds"), under a
Distribution Plan (the "Plan") adopted pursuant to said Rule. This Agreement,
being made between PBHG Fund Distributors (the "Distributor"), solely as agent
for the Funds, and the undersigned authorized dealer or financial institution,
defines the services to be provided by the authorized dealer or financial
institution for which it is to receive payments pursuant to the Plan adopted by
each of the Funds. The Plan and the Agreement have been approved by a majority
of the directors of each of the Funds, including a majority of the directors who
are not interested persons of such Funds, and who have no direct or indirect
financial interest in the operation of the Plan or related agreements (the
"Disinterested Directors"), by votes cast in person at a meeting called for the
purpose of voting on the Plan. Such approval included a determination that in
the exercise of their reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
such Fund and its shareholders.
1. To the extent that you provide continuing personal shareholder services to
customers who may, from time to time, directly or beneficially own shares
of the Funds, including but not limited to, distributing sales literature,
answering routine customer inquiries regarding the Funds, assisting
customers in changing dividend options, account designations and addresses,
and in enrolling into any of several special investment plans offered in
connection with the purchase of the Funds' shares, assisting in the
establishment and maintenance of customer accounts and records and in the
processing of purchase and redemption transactions, investing dividends and
capital gains distributions automatically in shares and providing such
other services as the Funds or the customer may reasonably request, we, as
agent for the Funds, shall pay you a fee periodically or arrange for such
fee to be paid to you.
2. The fee paid with respect to each Fund will be calculated at the end of
each payment period (as indicated in Schedule A) for each business day of
the Fund during such payment period at the annual rate set forth in
Schedule A as applied to the average net asset value of the shares of such
Fund purchased or acquired through exchange on or after the Plan
Calculation Date shown for such Fund on Schedule A. Fees calculated in this
manner
shall be paid to you only if your firm is the dealer of record at the
close of business on the last business day of the applicable payment
period, for the account in which such shares are held (the "Subject
Shares"). In cases where the Distributor has advanced payment to you of
the first year's fee for shares sold at net asset value and subject to
a contingent deferred sales charge, no additional payments will be made
to you during the first year the Subject Shares are held.
3. The total of the fees calculated for all of the Funds listed on Schedule A
for any period with respect to which calculations are made shall be paid to
you within 45 days after the close of such period.
4. We reserve the right to withhold payment with respect to the Subject Shares
purchased by you and redeemed or repurchased by the Fund or by us as Agent
within seven (7) business days after the date of our confirmation of such
purchase. We reserve the right at anytime to impose minimum fee payment
requirements before any periodic payments will be made to you hereunder.
5. You shall furnish us and the Funds with such information as shall
reasonably be requested either by the directors of the Funds or by us with
respect to the fees paid to you pursuant to this Agreement.
6. We shall furnish the directors of the Funds, for their review on a
quarterly basis, a written report of the amounts expended under the Plan by
us and the purposes for which such expenditures were made.
7. Neither you nor any of your employees or agents are authorized to make any
representation concerning shares of the Funds except those contained in the
then current Prospectus for the Funds, and you shall have no authority to
act as agent for the Funds or for the Distributor.
8. We may enter into other similar Shareholder Service Agreements with any
other person without your consent.
9. This Agreement and Schedule A may be amended at any time without your
consent by the Distributor mailing a copy of an amendment to you at the
address set forth below. Such amendment shall become effective on the date
specified in such amendment unless you elect to terminate this Agreement
within thirty (30) days of your receipt of such amendment.
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10. This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the directors
of such Fund who are Disinterested Directors or by a vote of a majority of
the Fund's outstanding shares, on sixty (60) days' written notice. It will
be terminated by any act which terminates either the Selected Dealer
Agreement or Agency Agreement, as the case may be, between your firm and us
or the Fund's Distribution Plan, and in any event, it shall terminate
automatically in the event of its assignment as that phrase is used in Rule
12b-1 under the 0000 Xxx.
11. The provisions of the Distribution Agreement between any Fund and us,
insofar as they relate to the Plan, are incorporated herein by reference.
This Agreement shall become effective upon execution and delivery hereof
and shall continue in full force and effect as long as the continuance of
the Plan and this Agreement and agreements related to the Plan are approved
at least annually by a vote of the directors, including a majority of the
Disinterested Directors, cast in person at a meeting called for the purpose
of voting thereon. All communications to us should be sent to the address
of the Distributor as shown at the bottom of this Agreement. Any notice to
you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
12. You represent that you provide to your customers who own shares of the
Funds personal services as defined from time to time in applicable
regulations of the National Association of Securities Dealers, Inc., and
that you will continue to accept payments under this Agreement only so long
as you provide such services.
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13. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.
PBHG ADVISOR FUNDS, INC.
By: PBHG FUND DISTRIBUTORS
Date: ______________________ By:________________________________
The undersigned agrees to abide by the foregoing terms and conditions:
Date:_______________________ By:____________________________________________
Signature
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Print Name Title
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Dealer's or Financial Institution's Name
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Address
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City State Zip
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Telephone
Please sign both copies and return one copy of each to:
PBHG FUND DISTRIBUTORS
000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
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