XXXXXX INSIGHT(R) FUNDS
FINANCIAL SERVICES PROGRAM ADMINISTRATION AGREEMENT
AGREEMENT, dated as of _____________, by and among Xxxxxx Insight Funds
Trust (the "Company"), PFPC Distributors, Inc. (the "Distributor"), and
_____________________, as a financial services administration agent hereunder
(the "Agent"), relating to services provided to holders of shares of beneficial
interest of the Service Shares class (the "Shares") of each of the Xxxxxx
Insight Money Market Fund, Xxxxxx Insight Government Money Market Fund, and
Xxxxxx Insight Tax-Exempt Money Market Fund (the "Funds") offered by the
Company.
The Company, the Distributor, and the Agent hereby agree as follows:
1. Appointment. The Agent hereby agrees to provide certain services for its
customers who have shareholder accounts with the Funds, directly or indirectly
(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 Company and the Distributor may enter into other financial services
administration agreements with other institutions.
2. Services to be Performed. The Agent, as agent for its Customers, shall
be responsible for providing (a) checkwriting, (b) debit or credit card, (c)
xxxx payment, and/or (d) other ancillary services ("Financial Services") to
Customers who participate in cash management account programs offered by
broker-dealers. The Agent shall, itself or through third parties paid solely by
the Agent, provide all personnel and facilities necessary in order for it to
provide the Financial Services with respect to its Customers.
3. Fees
3.1 Fees from the Company and the Distributor. In consideration for the
Financial Services described in Section 2 hereof and the incurring of expenses
in connection therewith, the Agent shall receive a fee from the Distributor,
computed daily and payable monthly, at an annual rate of 0.__ of 1% of the
average daily net asset value of Shares of each Fund held of record by the Agent
from time to time on behalf of Customers. For purposes of determining the fees
payable to the Agent hereunder, the value of the Fund's net assets shall be
computed in the manner specified in the Company's then-current prospectus and
statement of additional information (the "Prospectus") for computation of the
net asset value of Service Shares.
3.2 Fees from Customers. It is agreed that the Agent may impose certain
conditions on Customers, in addition to or more restrictive than those imposed
by the Company, such as requiring a minimum balance or imposing limitations on
the amounts of transactions. It is also understood that the Agent may directly
credit or charge fees to Customers in connection with an investment in the
Funds. The Agent shall credit or xxxx Customers directly for such credits or
fees. In the event the Agent charges Customers such fees, it shall make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws and regulations) to Customers both of any direct fees
charged to the Customer and of the fees received or to be received by it from
the Company pursuant to Section 3.1 of this Agreement. It is understood,
however, that in no event shall the Agent have recourse or access as Agent or
otherwise to the account of any shareholder of the Company except to the extent
expressly authorized by law or by such shareholder, or to any assets of the
Company, 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 that are to be generally circulated or disseminated by the Agent to
Customers or prospective Customers that identify or describe the Company shall
be provided to the Company at least 10 days prior to such circulation or
dissemination (unless the Company 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 Company shall have given written notice to
the Agent of any objection thereto.
The Agent is not authorized to make any representations concerning the
Distributor or the Company except those contained in the current Prospectus and
Statement of Additional Information for the Funds, or in such supplemental
literature or advertising as may be authorized by the Distributor or the Company
in writing.
Nothing in this Section 4 shall be construed to make the Distributor or the
Company liable for the use of any information about the Company which is
disseminated by the Agent.
5. Compliance with Laws. 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. Limitations of Shareholder, Officer and Trustee Liability. The Agent
hereby agrees that obligations of the Company, any Fund, or the Distributor
pursuant to this Agreement shall be limited in all cases to the Fund or the
Distributor and its respective assets and that the Agent shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of
the Company. It is further agreed that the Agent shall not seek satisfaction of
any such obligations from the Board of Trustees, any individual Trustee or any
officer of the Company.
7. Notices. All notices or other communications hereunder to either party
shall be in writing or by confirming facsimile transmission. Notices shall be
addressed:
(a) if to the Company:
Xxxxxx Insight Funds Trust
0000 Xxxxxxx Xxxxx
Xxxx xx Xxxxxxx, XX 00000
Attention: ________________________
with a copy to:
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx - 0X
Xxxxxxx, XX 00000
Attention: ________________________
(b) if to the Distributor:
PFPF Distributors, Inc.
0000 Xxxxxxx Xxxxx
Xxxx xx Xxxxxxx, XX 00000
Attention: ________________________
(c) if to the Agent,
[name] ______________________
[address] ______________________
Attention: ______________________
8. Further Assurance. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
9. Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding voting securities of the Company, on not
more than 60 days' written notice to any other party to this Agreement. This
Agreement shall terminate automatically in the event of its assignment, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). As
used in this Agreement, "Qualified Trustees" means the Trustees of the Company
who are not "interested persons," as that term is defined in the 1940 Act, of
the Company.
10. Changes; Amendments. This Agreement may be changed or amended only by
written instrument signed by both parties.
11. Reports. The Agent will provide the Company, the Distributor, or their
respective designees such information as the Company, the Distributor or their
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 Company and its designees
(including, without limitation, any auditors designated by the Company), in
connection with the preparation of reports to the Company's 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.
12. Independent Contractor/Liabilities. For purposes of this Agreement, the
Agent will be deemed to be an independent contractor, and will have no authority
to act as agent for the Distributor or the Company in any matter or in any
respect. By the Agent's written acceptance of this Agreement, the Agent agrees
to and does release, indemnify and hold harmless the Distributor and the
Company, and their respective trustees, directors, officers, and controlling
persons, from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by the Agent or
its officers, employees or agents regarding its responsibilities hereunder or
the purchase, redemption, transfer or registration of Shares by or on behalf of
Customers.
13. Privacy. Notwithstanding any other term of this Agreement, the Agent
acknowledges that it is a financial institution subject to the requirements of
the Financial Services Modernization Act (the "Act") and Securities and Exchange
Commission Regulation S-P ("Regulation S-P") promulgated pursuant thereto, and
agrees that any Nonpublic Personal Information, as that term is defined in
Section 248.3(t) of "Regulation S-P", disclosed hereunder is for the specific
purpose of permitting the Agent to perform the services set forth in this
Agreement. The Agent further agrees that, with respect to such information, it
will comply with Regulation S-P, the Act, and any other applicable laws and
regulations, and that it will not disclose any Nonpublic Personal Information
received in connection with this Agreement to any other party except to the
extent necessary to carry out the services to be performed hereunder or as
otherwise permitted by Regulation S-P, the Act, or other applicable law or
regulation.
14. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
15. 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.
XXXXXX INSIGHT FUNDS TRUST PFPC DISTRIBUTORS, INC.
By: By:
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Title: Title:
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[AGENT:]
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By:
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Title:
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