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Exhibit (9)(d)
THE RIVERFRONT FUNDS
(the "Fund")
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
SERVICING AGREEMENT
to
SHAREHOLDER SERVICES PLAN
Ladies and Gentlemen:
The Riverfront Funds (the "Fund") wishes to enter into this Servicing
Agreement with you concerning the provisions of administrative support services
to your customers who may from time to time be the record or beneficial owners
of shares (such shares referred to herein as the "Shares") of one or more of the
Fund's investment portfolios (individually, a "Portfolio" and collectively, the
"Portfolios"), which are listed on Appendix A.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide administrative support services to your
customers who may from time to time own of record or beneficially a Portfolio's
Shares. Services provided may include some or all of the following:
(a) sending periodic information to service organizations that
track investment company information;
(b) answering shareholder inquiries regarding account status and
history;
(c) collecting information from shareholders regarding changes in
option and account designation and addresses and transmitting
the same to the Portfolio's transfer agent;
(d) collecting the same type of information as referred to in sub-
paragraph (c) from independent account executives and brokers
and transmitting it to the Portfolio's transfer agent;
(e) supplying other information to the Portfolio's transfer agent
so that the transfer agent can properly maintain account
records; and
(f) providing facilities, equipment and personnel in connection
with the provision of other services described herein; and
(g) performing such additional shareholder services as may be agreed upon
by the Fund and the Shareholder Servicing Agent, which shall be
approved in accordance with the 1940 Act.
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Section 2. You will provide 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 the aforementioned
services to customers.
Section 3. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning the Fund, a Portfolio or
its Shares except those contained in our then current prospectus for such
Shares, copies of which will be supplied by BISYS Fund Services Limited
Partnership ("BISYS"), the Fund's distributor and administrator, to you, or in
such supplemental literature or advertising as may be authorized by the Fund in
writing.
Section 4. 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 the
Fund in any matter or in any respect. By your written acceptance of this
Agreement, you agree to and do release, indemnify and hold us harmless from and
against any and all direct or indirect liabilities or losses resulting from
requests, directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of the Shares by or on behalf of customers.
You and your employees will, upon request, be available during normal business
hours to consult with the Fund or its designees concerning the performance of
your responsibilities under this Agreement.
Section 5. In consideration for the services and facilities provided by
you hereunder, the Fund will pay to you, and you will accept as full payment
therefore, a fee at the annual rate of up to .25% (25 basis points) of the
average daily net assets of a Portfolio's Shares owned of record or beneficially
by your customers from time to time for which you provide services hereunder,
which fee will be computed daily and payable monthly. The fee rate stated above
may be prospectively increased or decreased by the Fund, in its sole discretion,
as any time upon notice to you. Further, the Fund may, in its discretion and
without notice, suspend or withdraw the sale of such Shares, including the sale
of such Shares to you for the account of any customer(s).
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Agreement will provide to the
Fund's Board of Trustees, and the Trustees will review, at least quarterly, a
written report of the amounts so expended and the entities to whom such
expenditures were made. In addition, you will furnish the Fund or its designees
with such information at the Fund or its designees may reasonably request
(including, without limitation, periodic certifications confirming
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the provision to customers of some or all of the services described herein), and
will otherwise cooperate with the Fund and its designees (including, without
limitation any auditors designated by the Fund), in connection with the
preparation of reports to the Fund's Board of Trustees concerning this Agreement
and the monies paid or payable by the Fund pursuant hereto, as well as any other
reports or filings that may be required by law.
Section 7. We may enter into other similar Servicing Agreements with
any other person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any Shares issued by
the Fund; (ii) the compensation payable to you hereunder, together with any
other compensation you receive from customers for services contemplated by this
Agreement, will be fully disclosed to your customers, and will not be excessive
or unreasonable under the laws and instruments governing your relationships with
your customers; and (iii) if you are subject to the provisions of the
Xxxxx-Xxxxxxxx Act and other laws governing, among other things, the conduct of
activities by federally charted and supervised banks and other affiliated
banking organizations, you will perform only those activities which are
consistent with your statutory and regulatory obligations and will act solely as
agent for, upon the order of, and for the account of, your customers.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Fund or its designee. This
Agreement may be terminated at any time, without the payment of any penalty by
the vote of a majority of the members of the Board of Trustees of the Fund and
who have no direct or indirect financial interest in the operation of the
Shareholder Servicing Plan or in any related agreements to the Shareholder
Servicing Plan ("Disinterested Trustees") or by a majority of the votes
attributable to the outstanding voting securities of the Fund on not more than
sixty (60) days written notice to the paries to this Agreement.
Section 10. All notices and other communications to either you or the
Fund will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address shown given in this
Agreement.
Section 11. This Agreement will be construed in accordance with the
laws of the State of Ohio and is non-assignable by the parties hereto.
Section 12. This Agreement has been approved by vote of a
majority of (i) the Fund's Board of Trustees and (ii) the
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Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on such approval.
If you agree to be legally bound by the provisions of this Agreement,
please sign two copies of this letter where indicated below and promptly return
one copy to us, and one to the Fund's designee, BISYS, c/o Xxxxxx X. Xxxxx at
0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
Very truly yours,
THE RIVERFRONT FUNDS
BY
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Authorized Officer
DATE
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Accepted and Agreed to:
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BY:
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ITS:
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DATE:
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Taxpayer Identification Number
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APPENDIX A
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Please provide administrative support services for the following funds:
Fund
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Fund
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Fund
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Dated:
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Approval:
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Company
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Authorized Signer
The Riverfront Funds
By
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Authorized Signer (Name) (Title)
