BROKER-DEALER AGREEMENT
(The Victory Portfolios)
BISYS Fund Services Limited Partnership
0000 Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx, Xxxx 00000-0000
Attn: Regulatory Services
Ladies and Gentlemen:
We desire to enter into an Agreement with you for the sale of shares of
beneficial interest or common stock of open-end registered investment
companies (hereinafter referred to individually as a "Fund" and collectively
as the "Funds") of which you are the principal underwriter as such term is
defined in the Investment Company Act of 1940, as amended, and for which you
are the exclusive agent for the continuous distribution of shares pursuant to
the terms of a Distribution Agreement between you and each Fund. Unless the
context otherwise requires, as used herein the term "Prospectus" shall mean
the prospectus and related statement of additional information (the
"Statement of Additional Information") incorporated therein by reference as
amended and supplemented of each of the respective Funds included in the then
currently effective registration statement (or post-effective amendment
thereto) of each such Fund, as filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the
"Registration Statement").
In consideration for the mutual covenants contained herein, it is hereby
agreed that our respective rights and obligations shall be as follows:
1. In all sales of Fund shares to the public, we shall act as dealer for our
own account and in no transaction shall we have any authority to act as agent
for any Fund, for you or for any other dealer.
2. All orders for the purchase of any Fund shares shall be executed at the
then current public offering price per share (i.e., the net asset value per
share plus the applicable sales load, if any) and all orders for the
redemption of any Fund shares shall be executed at the net asset value per
share, in each case as described in the Prospectus of such Fund. The minimum
initial purchase order and minimum subsequent purchase order shall be as set
forth in the Prospectus of such Fund. All orders are subject to acceptance
or rejection by you at your sole discretion. You reserve the right, at your
discretion and without notice, to suspend the sale of shares or withdraw
entirely the sale of shares of any or all of the Funds.
3. In ordering shares of any Fund, we shall rely solely and conclusively on
the representations contained in the Prospectus of such Fund. We agree that
we shall not offer or sell shares of any Fund except in compliance with all
applicable federal and state securities laws and the rules and regulations of
applicable regulatory agencies or authorities. In connection with offers to
sell and sales of shares of each Fund, we agree to deliver or cause to be
delivered to each person to whom any such offer or sale is made, at or prior
to time of such offer or sale, a copy of the Prospectus and, upon request,
the Statement of Additional Information of such Fund. We further agree to
obtain from each customer to whom we sell Fund shares any taxpayer
identification number certification required under Section 3406 of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
promulgated thereunder, and to provide you or your designee with timely
written notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required backup
withholding in accordance with Section 3406 of the Code and the regulations
thereunder. Unless otherwise mutually agreed in writing, you shall deliver or
cause to be delivered to each customer who purchases shares of any Funds from
or through us copies of all annual and interim reports, proxy solicitation
materials, and any other information and materials relating to such Funds and
prepared by or on behalf of you, the Fund or its investment adviser,
custodian, transfer agent or dividend disbursing agent for distribution to
each such customer. You agree to supply us with copies of the Prospectus,
Statement of Additional Information, annual reports, interim reports, proxy
solicitation materials and any such other information and materials relating
to each Fund in reasonable quantities upon request.
4. We shall not knowingly make any representations concerning any Fund shares
other than those contained in the Prospectus of such Fund or in any
promotional materials or sales literature furnished to us by you or the Fund.
Except as otherwise provided in Paragraph 3 of this Agreement, we shall not
furnish or cause to be furnished to any person or display or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials and sales literature, advertisements, press releases,
announcements, statements, posters, signs or other similar material), except
such information and materials as may be furnished to us by you or the Fund,
and such other information and materials as may be approved in writing by
you, such approval not to be unreasonably withheld.
5. In determining the amount of any dealer reallowance payable to us
hereunder, you reserve the right to exclude any sales which you reasonably
determine are not made in accordance with the terms of the applicable Fund
Prospectuses and the provisions of the Agreement. Unless at the time of
transmitting an order we advise you to the contrary, the shares ordered will
be deemed to be the specified investor(s) total holdings of Fund shares.
6. (a) In the case of any Fund shares sold with a sales load, customers may
be entitled to a reduction in sales load on purchases made from a Fund which
utilizes a letter of intent ("Letter of Intent") in accordance with such
Fund(s) Prospectus. In such case, our dealer reallowance will be paid based
upon the reduced sales load, but adjustment to a higher dealer reallowance
will be made in accordance with the Prospectus of the applicable Fund to
reflect the investor(s) actual purchases if he should fail to fulfill his
Letter of Intent. The sales load and/or dealer reallowance may be changed at
any time in your sole discretion upon written notice to us.
(b) Subject to and in accordance with the terms of the Prospectus of each
Fund sold with a sales load, a reduced sales load may be applicable with
respect to customer accounts through a right of accumulation under which
customers are permitted to purchase shares of a Fund at the then current
public offering price per share applicable to the total of (i) the dollar
amount of shares then being purchased plus (ii) an amount equal to the then
current net asset value or public offering price originally paid per share,
whichever is higher, of the customer(s) combined holdings of the shares of
such Fund and of any other open-end registered investment companies may be
permitted by the applicable Fund prospectus. In such case, we agree to
furnish to you if orders are made by wire, or to the transfer agent as such
term is defined in the Prospectus of each Fund (the "Transfer Agent") if
orders are made by mail, sufficient information to permit your confirmation
of qualification for a reduced sales load; acceptance of the purchase order
is subject to such confirmation.
(c) With respect to Fund shares sold with a sales load, we agree to advise
you promptly at your request as to amounts of any and all sales by us
qualifying for a reduced sales load.
(d) Exchanges (i.e., the investment of the proceeds from the liquidation of
shares of one open-end registered investment company distributed by BISYS
Fund Services Limited Partnership or its affiliates in the shares of another
open-end registered investment company distributed by BISYS Fund Services
Limited Partnership or its affiliates) shall, where available, be made
subject to and in accordance with the terms of each Fund Prospectus.
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7. Subject to and in accordance with the terms of each Fund Prospectus and
Distribution and Service Plan, if any, adopted by resolution of the board of
directors or trustees and shareholders of any Fund pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended, we understand that you
may pay to certain financial institutions (which may include banks),
securities dealers and other industry professionals with which you have
entered into a Rule 12b-1 Fee Agreement in substantially the form annexed
hereto as Appendix A (or such other form as may be approved from time to time
by the board of directors of trustees of the Fund) such fees as may be
determined by you in accordance with such Agreement for distribution and
shareholder services as described therein.
8. The procedures relating to all orders and the handling thereof will be
subject to the terms of the Prospectus of each Fund and your written
instructions to us from time to time. No conditional orders will be accepted.
We agree to place orders with you immediately for the same number of shares
and at the same price as any sales by us. We shall not withhold placing
orders received from customers so as to profit ourselves as a result of such
withholding by a change in the net asset value from that used in determining
the offering price to such customers, or otherwise; provided, however, that
the foregoing shall not prevent the purchase of shares of any Fund by us for
our own bona fide investment. We agree that: (a) we shall not effect any
transactions (including, without limitation, any purchases and redemptions)
in any Fund shares registered in the name of, or beneficially owned by, any
customer unless such customer has granted us full right, power and authority
to effect such transactions on his behalf and (b) you, each Fund, each
Transfer Agent and your and their respective officers, directors or trustees,
agents, employees and affiliates shall not be liable for, and shall be fully
indemnified and held harmless by us from and against, any and all claims,
demands, liabilities and expenses (including without limitation, reasonable
attorneys fees) which may be incurred by you or any of the foregoing persons
entitled to indemnification from us hereunder arising out of or in connection
with the execution of any transactions in Fund shares registered in the name
of, or beneficially owned by, any customer in reliance upon any oral or
written instructions believed to be genuine and to have been given by or on
behalf of us.
9. (a) We agree to pay for purchase orders of any Fund shares from us in
accordance with the terms of the Prospectus of the applicable Fund. On or
before the settlement date of each purchase order for shares of any Fund, we
shall either (i) remit to an account designated by you with the Transfer
Agent an amount equal to the then current public offering price of the shares
of such Fund being purchased less our dealer reallowance, if any, with
respect to such purchase order as determined by you in accordance with the
terms of the applicable Fund Prospectus, or (ii) remit to an account
designated by you with the Transfer Agent an amount equal to the then current
public offering price of the shares of such Fund being purchased without
deduction for our dealer reallowance, if any, with respect to such purchase
order as determined by you in accordance with the terms of the applicable
Fund Prospectus, in which case our dealer reallowance, if any, shall be
payable to us on at least a monthly basis. If payment for any purchase order
is not received in accordance with the terms of the applicable Fund
Prospectus, you reserve the right, without notice, to cancel the sale and to
hold us responsible for any loss sustained as a result thereof.
(b) If any shares sold to us under the terms of this Agreement are sold with
a sales load and are redeemed for the account of the Fund or are tendered for
redemption within seven (7) days after confirmation of our purchase order for
such shares: (i) we shall forthwith refund to you the full dealer reallowance
received by us on the sale; and (ii) you shall forthwith pay to the Fund your
portion of the sales load on the sale which had been retained by you and
shall also pay to the Fund the amount refunded by us.
10. Certificates for shares sold to us hereunder shall only be issued in
accordance with the terms of each Fund Prospectus upon our customer(s)
specific request and, upon such request, shall be promptly delivered to us by
the Transfer Agent unless we make other arrangements. However, in making
delivery of such share certificates to us, the Transfer Agent shall have
adequate time to clear any checks drawn for the payment of Fund shares.
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11. We hereby represent and warrant to you that:
(a) we are a corporation, partnership or other entity duly organized and
validly existing in good standing under the laws of the jurisdiction in which
we were organized;
(b) the execution and delivery of this Agreement and the performance of the
transactions contemplated hereby have been duly authorized by all necessary
action and all other authorization and approvals (if any) required for our
lawful execution and delivery of this Agreement and our performance hereunder
have been obtained; and
(c) upon execution and delivery by us, and assuming due and valid execution
and delivery by you, this Agreement will constitute a valid and binding
agreement, enforceable against us in accordance with its terms.
12. We further represent and warrant to you that we are a member of the NASD
and, with respect to any sales in the United States, we agree to abide by all
of the rules and regulations of the NASD, including, without limitation, its
Rules of Fair Practice. We agree to comply with all applicable federal and
state laws, rules and regulations. You agree to inform us, upon our request,
as to the states in which you believe the shares of the Funds have qualified
for sale under, or are exempt from the requirements of the respective
securities laws of such states, but you shall have no obligation or
responsibility as to our right to sell shares in any jurisdiction. We agree
to notify you immediately in the event of (a) our expulsion or suspension
from the NASD, or (b) our violation of any applicable federal or state law,
rule or regulation arising out of or in connection with this Agreement or
which may otherwise affect in any material way our ability to act as a dealer
in accordance with the terms of this Agreement. Our expulsion from the NASD
will automatically terminate this Agreement immediately without notice. Our
suspension from the NASD for violation of any applicable federal or state
law, rule or regulation will terminate this Agreement effective immediately
upon your written notice to us of termination.
13. (a) You agree to indemnify, defend and hold us, our several officers and
directors, and any person who controls us within the meaning of Section 15 of
the Securities Act of 1933, as amended, free and harmless for and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which we, our officers and
directors, or any such controlling person, may incur under the Securities Act
of 1933, as amended, or under common law or otherwise, arising out of or
based upon (i) any breach of any representation, warranty or covenant made by
you herein, or (ii) any failure by you to perform your obligations as set
forth herein, or (iii) any untrue statement, or alleged untrue statement of a
material fact contained in any Registration Statement or any Prospectus, or
arising out of or based upon any omission, or alleged omission, to state a
material fact required to be stated in either any Registration Statement or
any Prospectus, or necessary to make the statements in any thereof not
misleading; provided, however, that your agreement to indemnify us, our
officers and directors, and any such controlling person shall not be deemed
to cover any claims, demands, liabilities or expenses arising out of any
untrue statement or alleged untrue statement or omission or alleged omission
made in any Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to you or the Fund by us
specifically for use in the preparation thereof. Your agreement to indemnify
us, our officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon your being notified any action
brought against our officers or directors, or any such controlling person,
such notification to be given by letter or by telex, telegram or similar
means of same day delivery received by you at your address as specified in
Paragraph 18 of this Agreement within seven (7) days after the summons or
4
other first legal process shall have been served. The failure so to notify
you of any such action shall not relieve you from any liability which you may
have to the person against whom such action is brought by reason of any such
breach, failure or untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than an account of your indemnity agreement
contained in this Paragraph 13(a). You will be entitled to assume the
defense of any suit brought to enforce any such claim, demand, liability or
expense. In the event that you elect to assume the defense of any such suit
and retain counsel, the defendant in such suit, shall bear the fees and
expenses of any additional counsel retained by any of them; but in case you
do not elect to assume the defense of any such suit, you will reimburse us,
our officers and directors, or controlling persons named as defendants in
such suit, for the fees and expenses of any counsel retained by us or them.
Your indemnification agreement contained in this Paragraph 13(a) shall remain
operative and in full force and effect regardless of any investigation made
by or on behalf of us, our officers and directors, or any controlling person,
and shall survive the delivery of any Fund shares and termination of this
Agreement. This agreement of indemnity will inure exclusively our benefit,
to the benefit of our several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their successors.
(b) We agree to indemnify, defend and hold you and your several officers and
directors, and each Fund and its several officers and directors or trustees,
and any person who controls you and/or each Fund within the meaning of
Section 15 of the Securities Act of 1933, as amended, free and harmless from
and against any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or liabilities
and any counsel fees incurred in connection therewith) which you and your
several officers and directors, or the Fund and its officers and directors or
trustees, or any such controlling person, may incur under the Securities Act
of 1933, as amended, or under common law or otherwise, arising out of or
based upon (i) any breach of any representation, warranty or covenant made by
us herein, or (ii) any failure by us to perform our obligations as set forth
herein, or (iii) any untrue, or alleged untrue, statement of a material fact
contained in the information furnished in writing by us to you or any Fund
specifically for use in such Fund(s) Registration Statement or Prospectus, or
used in the answers to any of the items of the Registration Statement or in
the corresponding statements made in the Prospectus, or arising out of or
based upon any omission, or alleged omission to state a material fact in
connection with such information furnished in writing by us to you or the
Fund and required to be stated in such answers or necessary to make such
information not misleading. Our agreement to indemnify you and your officers
and directors, and the fund and its officers and directors or trustees, and
any such controlling person, as aforesaid, is expressly conditioned upon our
being notified of any action brought against any person or entity entitled to
indemnification hereunder, such notification to be given by letter or by
telex, telegram or similar means of same day delivery received by us at our
address as specified in Paragraph 18 of this Agreement within seven (7) days
after the summons or other first legal process shall have been served. We
shall have the right to control the defense of such action, with counsel of
our own choosing satisfactory to you and the Fund, if such action is based
solely upon such alleged misstatement or omission on our part and in any
other event each person or entity entitled to indemnification hereunder shall
have the right to participate in the defense or preparation of the defense of
any such action. The failure so to notify us of any such action shall not
relieve us from any liability which we may have to you or your officers and
directors, or the Fund or its officers and directors or trustees, or to any
such controlling person, by reason of any such breach, failure or untrue, or
alleged untrue statement or omission, or alleged omission, otherwise than on
account of our indemnity agreement contained in this Paragraph 13(b). Our
indemnification agreements contained in Paragraph 8 above and in this
Paragraph 13(b) shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any person entitled
to indemnification pursuant to Paragraph 8 above or this Paragraph 13(b), and
shall survive the delivery of any Fund shares and termination of this
Agreement. Such agreements of indemnity will inure exclusively to the benefit
of the persons entitled to indemnification from us pursuant to this Agreement
and their respective estates, successors and assigns.
5
14. The names and addresses and other information concerning our customers
are and shall remain our sole property, and neither you nor your affiliates
shall use such names, addresses or other information for any purpose except
in connection with the performance of your duties and responsibilities
hereunder and except for servicing and informational mailings relating to the
Funds. Notwithstanding the foregoing, this Paragraph 14 shall not prohibit
you or any of your affiliates from utilizing for any purposes the names,
addresses or other information concerning any of our customers if such names,
addresses or other information is obtained in any manner other than from us
pursuant to this Agreement. The provisions of this Paragraph 14 shall survive
the termination of this Agreement.
15. We agree to serve as a service organization, in accordance with the terms
of the form of Rule 12b-1 Fee Agreement annexed hereto as Appendix A, for all
of our customers who purchase shares of any and all Funds whose Prospectuses
provide for these types of service organizations. By executing such Rule
12b-1 Agreement, each of the parties hereto agrees to be bound by all terms,
conditions, rights and obligations set forth in the form of agreement annexed
hereto as Appendix A and further agrees that such form of agreement
supersedes any and all prior Rule 12b-1 related agreements between the
parties hereto.
16. By requesting expedited redemption, we agree that you, each mutual fund
with respect to which you permit us to exercise an expedited redemption
privilege, the transfer agent of each such fund, and your and their
respective officers, directors or trustees, agents, employees and affiliates
shall not be liable for and shall be fully indemnified and held harmless by
us from and against any and all claims, demands, liabilities and expenses
(including, without limitation, reasonable attorneys fees) arising out of or
in connection with any expedited redemption payments.
17. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture between
you and us. Neither party hereto shall be, act as, or represent itself as,
the agent or representative of the other, nor shall either party have the
right or authority to assume, create or incur any liability or any obligation
of any kind, express or implied, against or in the name of, or on behalf of,
the other party. This Agreement is not intended to, and shall not, create any
rights against either party hereto by any third party solely on account of
this Agreement. Neither party hereto shall use the name of the other party in
any manner without the other party's prior written consent such consent not
to be unreasonably withheld, except as required by any applicable federal or
state law, rule or regulation, and except pursuant to any promotional
programs mutually agreed upon in writing by the parties hereto.
18. Except as otherwise specifically provided herein, all notices required or
permitted to be given pursuant to this Agreement shall be given in writing
and delivered by personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt requested, or by
telex, telegram or similar means of same day delivery (with a confirming copy
by mail as provided herein). Unless otherwise notified in writing, all
notices to you shall be given or sent to you at your offices, located at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 and all notices to us shall be given or
sent to us at our address shown below.
19. This Agreement shall become effective only when accepted and signed by
you, and may be terminated at any time by either party hereto upon fifteen
(15) days prior written notice to the other party. All unfulfilled
obligations, duties and liabilities of either party to the other as of the
date of termination including, without limitation, all obligations of
indemnification of either to the other shall survive termination of this
agreement. This Agreement may not be assigned by either party without the
prior written consent of the other party, such consent not to be unreasonably
withheld. This agreement constitutes the entire agreement and understanding
between the parties hereto relating to the subject matter hereof and
supersedes any and all prior agreements between the parties hereto relating
to the subject matter hereof.
6
20. This Agreement may be amended by you from time to time by the following
procedure. You will mail a copy of the amendment to us at our address shown
below or as registered from time to time with the National Association of
Securities Dealers, Inc. If we do not object to the amendment within fifteen
(15) days after its receipt, the amendment will become a part of the
Agreement. Our objection must be in writing and be received by you within
such fifteen days.
21. Each party hereto agrees that any Nonpublic Personal Information, as the
term is defined in Securities and Exchange Commission Regulation S-P ("Reg
S-P"), that may be disclosed by a party hereunder is disclosed for the
specific purpose of permitting the other party to perform the services set
forth in this Agreement. Each party agrees that, with respect to such
information, it will comply with Reg S-P and any other applicable regulations
and that it will not disclose any Non-Public Personal Information received in
connection with this Agreement to any other party, except to the extent
required to carry out the services set forth in this Agreement or as
otherwise permitted by law.
22. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Ohio, without given effect to principles of
conflicts of laws.
________________________________________________________
Name of Broker-Dealer (Please Print or Type)
________________________________________________________
Address
________________________________________________________
By:_____________________________________________________
________________________________________________________
Name + Title
Note:
Please sign and return this Agreement to BISYS Fund Services Limited
Partnership. Upon acceptance a countersigned copy will be returned to you for
your files.
Accepted:
BISYS Fund Services Limited Partnership
By: BISYS Fund Services, Inc., General Partner
By:_____________________________________________________
Xxxxxxx Xxxxx, Vice President
Date:____________________________________________________
Appendix A
Rule 12b-1 Fee Agreement
(The Victory Portfolios)
BISYS Fund Services Limited Partnership
0000 Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx, Xxxx 00000-0000
Attn: Regulatory Services
Ladies and Gentlemen:
This Rule 12b-1 Agreement ("Agreement") confirms our understanding and
agreement with respect to Rule 12b-1 payments to be made to you pursuant to
the Broker-Dealer Agreement between you and us (the "Dealer Agreement") which
entitles you to serve as a selected dealer of the certain investment company
portfolios (individually, a "Fund"; collectively the "Funds") of the Victory
Portfolios (the "Trust") for which we serve as distributor.
1. From time to time during the term of this Agreement, we may make
payments to you pursuant to one or more distribution and service plans (the
"Plans") adopted by certain of the Funds pursuant to Rule 12b-1 of the
Investment Company Act of 1940 (the "Act") and the Dealer Agreement in
consideration of your furnishing distribution services and/or services
provided by you to shareholders of the Funds (including furnishing services
and assistance to your customers who invest and own shares) including, but
not limited to, answering routine inquiries regarding the Funds, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by a Fund's transfer agent. We have no obligation to make
any such payments and you hereby waive any such payments until we receive
monies therefor from the Fund.
2. Any such Rule 12b-1 payments shall be as described in each
applicable Fund's current prospectus and Statement of Additional
Information. Payments will be based on the dollar amount of Fund shares
which are owned by those customers of your firm as nominee for your customers
or which are owned by those customers of your firm whose records, as
maintained by the Funds or their agents, designate your firm as the
customer's dealer of record. None of the foregoing fees and/or payments will
be paid to you with respect to shares purchased by you and redeemed by the
Funds or by us as agent within seven business days after the dates of
confirmation of such purchase.
3. You agree that all activities conducted under this Agreement will
be conducted in accordance with the Plans, as well as all applicable state
and federal laws, including the Act, the Securities Exchange Act of 1934, the
Securities Act of 1933 and any applicable rules of the National Association
of Securities Dealers, Inc.
4. At the end of each month, you shall furnish us with a written
report or invoice detailing all amounts payable to you pursuant to this
Agreement and the purpose for which such amounts were expended. In addition,
you shall furnish us with such other information as shall reasonably be
requested by the Board of Trustees of the Funds with respect to the fees paid
to you pursuant to this Agreement.
5. This Agreement may be terminated by either of us, without
penalty, upon ten days' prior written notice to the other party, and it may
also be terminated by the vote of (a) a majority of shareholders, or (b) a
majority of the Funds' Disinterested Trustees, on 60 days' written notice,
without payment of any penalty. In addition, this Agreement will be
terminated by any act that terminates the Plans or the Dealer Agreement and
shall terminate automatically in the event of its assignment or if our
Distribution Agreement with the Trust terminates.
6. This Agreement may be amended by us from time to time by the
following procedure. We will mail a copy of the amendment to us at our
address shown below or as registered from time to time with the National
Association of Securities Dealers, Inc. If you do not object to the
amendment within fifteen (15) days after its receipt, the amendment will
become a part of the Agreement. Your objection must be in writing and be
received by us within such fifteen days.
7. This Agreement shall become effective as of the date when it is
executed and dated by us below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of Ohio.
8. This Agreement shall continue in full force and effect so long as
the continuance of the Plans are approved at least annually by vote of the
Board of Trustees of the Funds. All communications to us should be sent to
the above address. Any notice to you shall be duly given if mailed to you at
the address specified by you below.
________________________________________________________
Name of Broker-Dealer (Please Print or Type)
________________________________________________________
Address
________________________________________________________
By:_____________________________________________________
________________________________________________________
Name + Title
BISYS Fund Services Limited Partnership
By: BISYS Fund Services, Inc., General Partner
By:_____________________________________________________
Xxxxxxx Xxxxx, Vice President
Date:____________________________________________________
