EXHIBIT (7)(c)
DISTRIBUTION PLAN AGREEMENT
with respect to
the ISG Portfolios of
THE INFINITY MUTUAL FUNDS, INC.
BISYS Fund Services Limited Partnership
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Gentlemen:
We wish to enter into this Agreement with you for distribution
services with respect to shares of certain classes (each, a "Class") of the ISG
Portfolios (the "Portfolios"), set forth on Schedule 1 hereto, as such may be
revised from time to time, of The Infinity Mutual Funds, Inc. (the "Fund") of
which you are the principal underwriter as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), and the exclusive agent for the continuous
distribution of its shares.
The terms and conditions of this Agreement are as follows:
1. We agree to provide reasonable assistance in connection with
the sale of shares of each Class, which assistance may include distributing
sales literature, marketing and advertising. If we are restricted or unable to
provide the services contemplated above, we agree not to perform such services
and not to accept fees thereafter. Our acceptance of any fees hereunder shall
constitute our representation (which shall survive any payment of such fees and
any termination of this Agreement and shall be reaffirmed each time we accept a
fee hereunder) that our receipt of such fee is lawful.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space, equipment
and facilities currently used in our business, or all or any personnel employed
by us) as is necessary or beneficial for distributing, marketing or advertising
shares of each Class.
3. We agree that neither we nor any of our employees or agents
are authorized to make any representation concerning shares of any Class, except
those contained in the then current Prospectus and Statement of Additional
Information for the Portfolios, copies of which will be supplied by you to us,
or in such supplemental literature or advertising materials as may be authorized
by you in writing.
4. For all purposes of this Agreement we will be deemed to be
an independent contractor, and will have no authority to act as agent for you or
the Fund in any matter or in any respect. We and our employees will, upon
request, be available during normal business hours to consult with you or your
designees concerning the performance of our responsibilities under this
Agreement.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you, and you agree to pay to us,
the fee set forth in Exhibit A hereto. We understand that any payments pursuant
to this Agreement shall be paid only so long as this Agreement and the
Distribution Plan adopted by the Fund is in effect.
6. You reserve the right, at your discretion and without
notice, to suspend or withdraw the sale of any Class's shares.
7. We acknowledge that this Agreement shall become effective
only when approved by vote of a majority of (i) the Fund's Board of Directors,
and (ii) the Fund's Directors who are not "interested persons" (as defined in
the 1940 Act) of the Fund and have no direct or indirect financial interest in
this Agreement, cast in person at a meeting called for the purpose of voting on
such approval.
8. This Agreement shall continue until the last day of the
calendar year next following the date of execution, and thereafter shall
continue automatically for successive annual periods ending on the last day of
each calendar year, provided such continuance is approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and (ii)
the Fund's Directors who are not "interested persons" (as defined in the 1940
Act) of the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. As to each Class, this Agreement is terminable without
penalty, at any time, by vote of a majority of the Fund's Directors who are not
"interested persons" (as defined in the 1940 Act) and have no direct or indirect
financial interest in this Agreement or, on not more than 60 days' written
notice, by vote of holders of a majority of the shares of such Class, or, upon
15 days' notice, by you. Notwithstanding anything contained herein, if the
Distribution Plan adopted by the Fund is terminated by the Fund's Board of
Directors, or the Distribution Plan, or any part thereof, is found invalid or is
ordered terminated by any regulatory or judicial authority, or we fail to
perform the distribution functions contemplated by the Fund or by you, this
Agreement shall be terminable effective upon receipt of notice thereof by us.
This Agreement also shall terminate automatically, as to the relevant Class, in
the event of its assignment (as defined in the 1940 Act).
9. We understand that the Fund's Board of Directors will
review, at least quarterly, a written report of the amounts expended pursuant to
this Agreement and the purposes for which such expenditures were made. In
connection with such reviews, we will furnish you or your designees with such
information as you or they may reasonably request and will otherwise cooperate
with you and your designees (including, without limitation, any auditors
designated by you), in connection with the preparation of reports to the Fund's
Board of Directors concerning this Agreement and the monies paid or payable by
you pursuant hereto, as well as any other reports or filings that may be
required by law.
10. All communications to you shall be sent to you at the
address set forth above. Any notice to us shall be duly given if mailed or
telegraphed to us at the address set forth below.
11. This Agreement shall be construed in accordance with the
internal laws of the State of New York, without giving effect to principles of
conflict of laws.
Very truly yours,
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(Please Print or Type Service
Organization's Name)
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Address
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City State Zip Code
Date-------------------------- By:--------------------------------------
Authorized Signature
NOTE: Please return both signed copies of this Agreement to
BISYS Fund Services Limited Partnership. Upon
acceptance one countersigned copy will be returned for
your files.
Accepted:
BISYS FUND SERVICES LIMITED
PARTNERSHIP
BY: BISYS Fund Services, Inc.
General Partner
Date ---------------------- By:----------------------------------
EXHIBIT A
Distribution Plan Agreement
between
BISYS FUND SERVICES LIMITED PARTNERSHIP
and
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Name of Service Organization
The Service Organization will be paid a monthly fee
based upon the average daily value of the shares of
the Class owned by shareholders for whom the Service
Organization is the holder of record or dealer of
record at the following annual rate:
.__ of 1% of Class A Shares
.__ of 1% of Class B Shares
For purposes of determining the fees payable
hereunder, the average daily net asset value of each
Class of shares shall be computed in the manner
specified in the Fund's Articles of Incorporation and
the Portfolios' then current Prospectus and Statement
of Additional Information.
Dated: _______________
SCHEDULE 1
NAME OF PORTFOLIO AND CLASSES
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ISG Aggressive Growth Portfolio
Class A Shares
Class B Shares
ISG Capital Growth Portfolio
Class A Shares
Class B Shares
ISG Core Income Portfolio
Class A Shares
Class B Shares
ISG Current Income Portfolio
Class A Shares
Class B Shares
ISG Dividend Growth Portfolio
Class A Shares
Class B Shares
ISG Equity Value Portfolio
Class A Shares
Class B Shares
ISG Government Income Portfolio
Class A Shares
Class B Shares
ISG Growth Portfolio
Class A Shares
Class B Shares
ISG Growth and Income Portfolio
Class A Shares
Class B Shares
ISG International Equity Portfolio
Class A Shares
Class B Shares
ISG Large Cap Equity Portfolio
Class A Shares
Class B Shares
ISG Limited Duration Income Portfolio
Class A Shares
Class B Shares
ISG Limited Duration Tennessee Tax Free Portfolio
Class A Shares
Class B Shares
ISG Limited Duration U.S. Government Portfolio
Class A Shares
Class B Shares
ISG Mid Cap Portfolio
Class A Shares
Class B Shares
ISG Moderate Growth and Income Portfolio
Class A Shares
Class B Shares
ISG Municipal Income Portfolio
Class A Shares
Class B Shares
ISG Small Cap Opportunity Portfolio
Class A Shares
Class B Shares
ISG Tennessee Tax Exempt Bond Portfolio
Class A Shares
Class B Shares
ISG Tax Free Money Market Portfolio
Class B Shares
ISG Government Money Market Portfolio
Class B Shares
ISG Prime Money Market Portfolio
Class B Shares