SHAREHOLDER SERVICING AGREEMENT
Xxxxx & Company
Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Cowen Series Funds, Inc. (the "Company") confirms its
agreement with Xxxxx & Company ("Cowen") implementing the terms of the
Shareholder Servicing and Distribution Plan dated as of November __, 1997 (the
"Plan") adopted by the Company with respect to each of Class A and Class B
shares (the "Classes") of Cowen Large Cap Value Fund (the "Fund"), a series of
the Company, pursuant to Rule 12b-1 (the "Rule") under the Investment Company
Act of 1940, as amended (the "1940 Act"), as follows:
Section 1. Compensation and Services to be Rendered.
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(a) The Company will pay Cowen an annual fee in connection
with the servicing of Fund shareholder accounts. The annual fee paid to Cowen
under this Agreement will be calculated daily and paid monthly by the Company at
the annual rate of .25% of the average daily net assets with respect to each of
the Classes.
(b) The annual fee will be used by Cowen to provide
compensation for ongoing servicing and/or maintenance of shareholder accounts
with the Fund and to cover an allocable portion of overhead and other Cowen
branch office expenses related to the servicing and/or maintenance of
shareholder accounts. Compensation will be paid by Cowen to persons, including
Cowen employees, who respond to inquiries of shareholders of the Fund regarding
their ownership of shares or their accounts with the Fund or who provide other
similar services not otherwise required to be provided by the Fund's manager,
investment adviser, transfer agent or other agent of the Fund.
Section 2. Approval by Directors.
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This Agreement will not take effect until approved by a
majority vote of both (a) the full Board of Directors of the Company and (b)
those Directors who are not interested persons of the Company and who have no
direct or indirect financial interest in the operation of the Plan or in this
Agreement (the "Independent Directors"), cast in person at a meeting called for
the purpose of voting on this Agreement.
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Section 3. Continuance.
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This Agreement will continue in effect from year to year so
long as its continuance is specifically approved annually by vote of the
Company's Board of Directors in the manner described in Section 2 above.
Section 4. Termination.
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(a) This Agreement may be terminated at any time, with
respect to a particular Class of shares of the Fund without the payment of any
penalty, by vote of a majority of the Independent Directors or by vote of a
majority of the outstanding voting securities represented by the particular
Class of shares of the Fund on not more than 60 days' written notice to Cowen.
This Agreement may remain in effect with respect to a particular Class even if
the Plan has been terminated in accordance with this Section 4 with respect to
any other Class.
(b) This Agreement will terminate automatically in the event
of its assignment.
Section 5. Selection of Certain Directors.
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While this Agreement is in effect, the selection and
nomination of the Company's Directors who are not interested persons of the
Company will be committed to the discretion of the Directors then in office who
are not interested persons of the Company.
Section 6. Written Reports.
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Cowen agrees that, in each year during which this Agreement
remains in effect, Cowen will prepare and furnish to the Company's Board of
Directors, and the Board will review, at least quarterly, written reports,
complying with the requirements of the Rule, that set out the amounts expended
under this Agreement and the purposes for which those expenditures were made.
Section 7. Meaning of Certain Terms.
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As used in this Agreement, the terms "interested person" and
"majority of the outstanding voting securities" will be deemed to have the same
meaning that those terms have under the 1940 Act and the rules and regulations
under the 1940 Act, subject to any exemption that may be granted to the Company
under the 1940 Act by the Securities and Exchange Commission.
Section 8. Dates.
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This Agreement has been executed by the Company with respect
to the Fund as of November __, 1997 and will become effective, as to any
particular Class, as of the date on which interests in that Class are first
offered to or held by the public.
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* * * * *
If the terms and conditions described above are in accordance
with your understanding, kindly indicate your acceptance of this Agreement by
signing and returning to us the enclosed copy of this Agreement.
Very truly yours,
COWEN SERIES FUNDS, INC.
By:_____________________
President
Accepted:
XXXXX & COMPANY
By:______________________
Name:
Title:
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