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EXHIBIT e.4
DISTRIBUTION SERVICES AGREEMENT
OF
TIME HORIZON FUNDS
[NAME OF SERVICE ORGANIZATION]
Ladies and Gentlemen:
We wish to enter into this Distribution Services Agreement with you
concerning the provision of distribution services and administrative support
services to your clients ("Clients") who may from time to time own of record or
beneficially Class B shares ("Shares") of one or more of the investment
portfolios ("Portfolios") of the Time Horizon Funds (the "Company"). The terms
and conditions of this Agreement are as follows:
1. You agree to provide distribution services to Clients who may
from time to time own shares of record or beneficially including (i)
advertising and marketing of Shares, including but not limited to, advertising
or marketing via radio, television, newspapers, magazines, telemarketing or
direct mail solicitations; (ii) preparing, printing and distributing
prospectuses for Shares (except those used for regulatory purposes or
distribution to existing shareholders of the Company; which is considered a
non-12b-1 expense); (iii) aggregating and processing purchase, exchange, and
redemption orders for Clients; (iv) establishing and maintaining accounts and
records relating to Clients that invest in Shares; and (v) other similar
services that we may reasonably request to the extent permitted under
applicable law.
2. You will act solely as agent for, upon the order of, and for
the account of, your Clients.
3. You will provide at your own expense such office space and
equipment, telephone facilities and personnel (which may be any part of the
space, equipment and facilities currently used in your business, or any
personnel employed by you) as may be reasonably necessary or beneficial in
order to provide such services to Clients.
4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us or the Portfolios except
those contained in the Company's then current prospectuses for such shares,
copies of which will be supplied by us to you, or in such supplemental
literature or advertising as may be authorized by us in writing.
5. For all purposes of this Agreement you will be deemed to be an
independent contractor and will have no authority to act as agent for us or the
Company in any matter or in any respect. You and your employees will, upon
request, be available during normal business hours to consult with us or our
designees concerning the performance of your responsibilities under this
Agreement.
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6. In consideration of the services and facilities provided by
you hereunder, we will pay to you and you will accept as full payment
therefore, a fee at the annual rate of .75 of 1% of the average daily net asset
value of a Portfolio's shares owned of record or beneficially by your Clients
for whom you are the dealer of record or holder of record or with whom you have
a servicing relationship (the "Clients Shares"), which fee will be computed
daily and payable monthly. For purposes of determining the fees payable under
this Section 6, the average daily net asset value of the Clients Shares will be
computed in the manner specified in the Company's registration statement (as
the same is in effect from time to time) in connection with the computation of
the net asset value of the Portfolio's shares for purposes of purchases and
redemptions. The fee rate stated above may be prospectively increased or
decreased by us, in our sole discretion, at any time upon notice to you.
Further, we may, in our discretion and without notice, suspend or withdraw the
sale of share of the Portfolios, including the sale of such shares to you for
the account of any Client or Clients.
7. You acknowledge that you will provide to the Company's Board
of Trustees, at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made. In connection with
such reviews, you will furnish us or our designees with such information as we
or they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Clients of some or all of the
services described herein), and will otherwise cooperate with us and our
designees (including, without limitation, any auditors designated by us), in
connection with the preparation of reports to the Company's Board of Trustees
concerning this Agreement and the monies paid or payable by us pursuant hereto,
as well as any other reports or filings that may be required by law.
8. We may enter into other similar Distribution Services
Agreements with any other person or persons without your consent.
9. By your written acceptance of this Agreement, you represent,
warrant and agree that (i) the compensation payable to you hereunder and the
receipt of such compensation by you hereunder, together with any other
compensation you receive from Clients in connection with the investment of
their assets in shares of the Portfolios, is permissible under applicable law,
including without limitation the Employee Retirement Income Security Act of
1974, as amended, ("ERISA"), will be disclosed to your Clients, will be
authorized by your Clients and will not be excessive or unreasonable; (ii) all
authorizations (if any) required for your lawful execution of this Agreement
and your performance hereunder have been obtained; and (iii) you are either
registered as a transfer agent or broker-dealer pursuant to the Securities
Exchange Act of 1934, as amended, and any applicable state securities law, or
are not required to do so. You further agree to abide by all applicable laws,
including without limitation, all applicable provisions of the Investment
Company Act of 1940, as amended, the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended and all applicable rules and
regulations thereunder.
10. This Agreement will become effective as of the date you accept
this Agreement as set forth below. Unless sooner terminated, this Agreement
will continue until October 31, 1998, and thereafter will continue
automatically for successive annual periods, provided such continuance is
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specifically approved at least annually by the Company in a manner described in
Section 13. This Agreement is terminable with respect to any Portfolio without
penalty, at any time by the Company (which termination may be by vote of a
majority of our Disinterested Trustees as defined in Section 13 or by vote of
the holders of a majority of the outstanding shares of the Portfolio), by us or
by you upon notice to the other party hereto. This Agreement will terminate in
the event of its assignment (as defined in the Investment Company Act of 1940).
11. All notices and other communications to either you or us will
be effective upon receipt at such address provided by each party for such
purpose.
12. This Agreement shall be construed in accordance with the
internal laws of the State of Delaware without giving effect to principles of
conflict of laws.
13. This Agreement has been approved by vote of a majority of (i)
the Company's Board of Trustees and (ii) those Trustees who are not "interested
persons" (as defined in the Investment Company Act of 1940) and have no direct
or indirect financial interest in the operation of the Distribution Services
Plan regarding the provision of distribution services to the record or
beneficial owners of shares or in any agreements related thereto
("Disinterested Trustees") cast in person at a meeting called for the purpose
of voting on such approval.
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If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to Bank of America National Trust and Savings Association.
Very truly yours,
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
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Name:
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Its:
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ACCEPTED:
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Name of Institution
By:
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Name:
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Its:
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Date:
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