Exhibit No. 8(b)
▇▇▇▇▇▇▇ MONEY SERIES
FINANCIAL INTERMEDIARY SHARES
SHAREHOLDER SERVICES PLAN AND AGREEMENT
---------------------------------------
This Shareholder Services Plan and Agreement ("Plan") is adopted by ▇▇▇▇▇▇▇
Money Series, a business trust organized under the laws of the State of Delaware
(the "Trust"), pursuant to a Trust Instrument dated April 29, 1998, as amended
from time to time, with respect to the Trust's Financial Intermediary shares, a
class of shares issued by the Trust's series named ▇▇▇▇▇▇▇ Select Money Market
Fund, and such other series of the Trust as may be established in the future
with Financial Intermediary shares (collectively, "Funds"), and is entered into
by ▇▇▇▇▇▇▇ Advisors, Inc. ("▇▇▇▇▇▇▇ Advisors") and the Trust, subject to the
following terms and conditions:
Section 1. Service Arrangements.
--------------------
▇▇▇▇▇▇▇ Advisors, in respect of each Fund, may enter into a shareholder
service agreement ("Service Agreement"), substantially in the form attached
hereto as Appendix A, with each financial intermediary that purchases Financial
Intermediary shares. Each Service Agreement will require the financial
intermediary to provide support services to its customers ("Customers") who are
the beneficial owners of Financial Intermediary shares. Such services may
include, without limitation: (i) assisting Customers in changing dividend
options, account designations and addresses; (ii) aggregating and processing
purchase and redemption requests from Customers and placing net purchase and
redemption orders with ▇▇▇▇▇▇▇ Advisors; (iii) transmitting and receiving funds
in connection with Customer orders to purchase and redeem Financial Intermediary
shares; (iv) processing dividend payments on behalf of Customers; (v) providing
information periodically to Customers showing their position in Financial
Intermediary shares; (vi) arranging for bank wires; (vii) responding to Customer
inquiries regarding account status and history, the manner in which purchases
and redemptions of Financial Intermediary shares may be made and other matters;
(viii) providing sub-accounting with respect to Financial Intermediary shares
beneficially owned by Customers or the information to the Trust necessary for
sub-accounting; (ix) forwarding communications from the Trust (for example,
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to Customers; (x) providing the
necessary personnel and facilities to establish and maintain shareholder
accounts and records; and (xi) such other similar services as ▇▇▇▇▇▇▇ Advisors
or a Customer may reasonably request from time to time, to the extent the
Financial Intermediary is permitted to perform such services under Federal and
state statutes, rules and regulations.
Section 2. Compensation.
------------
Each Fund will pay ▇▇▇▇▇▇▇ Advisors an annual fee which ▇▇▇▇▇▇▇ Advisors
will pay over to each financial intermediary (the "Service Payment") for the
services provided by the financial intermediary. The Service Payment will be
calculated daily and paid monthly by the Trust at the annual rate of 0.25% of
the average daily net asset value of the Financial
Intermediary shares held by a financial intermediary that has entered into a
Service Agreement with ▇▇▇▇▇▇▇ Advisors on behalf of the financial
intermediary's Customers. All expenses incurred by a Fund in respect of Service
Payments shall be borne entirely by the holders of Financial Intermediary shares
of that Fund.
Section 3. Approval by Board of Trustees.
-----------------------------
This Plan will not take effect until approved by a majority of both (i) the
full Board of Trustees of the Trust ("Board"), and (ii) those Trustees who are
not "interested persons" of the Trust (as defined in the Investment Company Act
of 1940, as amended ("1940 Act")) and who have no direct or indirect financial
interest in the operation of this Plan (the "Disinterested Trustees").
Section 4. Continuance of the Plan.
-----------------------
The Plan will continue in effect from year to year so long as such
continuance is specifically approved annually by the Board in accordance with
the procedure specified in Section 3 above.
Section 5. Termination.
-----------
The Plan may be terminated at any time, without penalty, by vote of a
majority of the Disinterested Trustees.
Section 6. Amendment.
---------
The Plan may be amended from time to time by the Board, provided, however,
that all material amendments of the Plan must be approved in accordance with the
procedures specified in Section 3 above.
Section 7. Shareholder Voting.
------------------
To the extent that matters pertaining to the Plan or to the Financial
Intermediary shares are submitted to shareholders for approval, only the holders
of Financial Intermediary shares shall be entitled to vote thereon.
Section 8. Reports to the Trustees and Records.
-----------------------------------
(a) While the Plan is in effect, ▇▇▇▇▇▇▇ Advisors shall provide to the
Board, at such times as the Board shall request and in no event less frequently
than annually, and the Board shall review, a written report of the amounts
expended by ▇▇▇▇▇▇▇ Advisors under Service Agreements with financial
intermediaries and the purposes for which such expenditures were made.
(b) The Trust shall preserve copies of the Plan and any Service
Agreements, any other agreements relating to the Plan and any reports made
pursuant to Section 8(a) above for a period of not less than six years from the
date of the Plan, each Service Agreement, agreement or report, the first two
years in an easily accessible place.
2
Section 9. Limitation of Liability of the Trustees, Officers and
-----------------------------------------------------
Shareholders of the Trust.
-------------------------
The Trustees and officers of the Trust and the shareholders of any Fund
shall not be liable for any obligation of the Trust or any Fund under this Plan,
and ▇▇▇▇▇▇▇ Advisors agrees that, in asserting any rights or claims under this
Plan, it shall look only to the assets and property of the Trust or the
particular Fund in settlement of such right or claims, and not to such Trustees,
officers or shareholders.
Section 10. Governing Law.
--------------
This Plan shall be construed in accordance with the laws of the State of
New York and the 1940 Act, provided, however, that Section 9 above will be
construed in accordance with the laws of the State of Delaware. To the extent
the applicable laws of the State of New York or the State of Delaware conflict
with the applicable provisions of the 1940 Act, the latter shall control.
Section 11. Effective Date.
--------------
The Plan will become effective as of May 9, 2001.
▇▇▇▇▇▇▇ MONEY SERIES
By ____________________________
▇▇▇▇▇▇▇ ADVISORS, INC.
By ____________________________
3
Appendix A
----------
▇▇▇▇▇▇▇ MONEY SERIES
FINANCIAL INTERMEDIARY SHARES
SHAREHOLDER SERVICE AGREEMENT
-----------------------------
▇▇▇▇▇▇▇ Advisors, Inc. (the "Firm"), as principal underwriter of the
Financial Intermediary shares of ▇▇▇▇▇▇▇ Money Series (the "Trust"), and its
series named ▇▇▇▇▇▇▇ Select Money Market Fund, and the counterparty named below
(the "Financial Intermediary") wish to enter into an agreement ("Agreement")
pursuant to which the Financial Intermediary will provide services to certain
shareholders of, and administer certain shareholder accounts in, Financial
Intermediary shares ("Shares") of the Trust.
In consideration of the mutual covenants herein contained, it is agreed by
and between the Firm and the Financial Intermediary as follows:
Section 1. Services to Be Provided. The Financial Intermediary will
-----------------------
provide shareholder and administrative services for its customers ("Customers")
who own Shares. Such services may include, without limitation: (i) assisting
Customers in changing dividend options, account designations and addresses; (ii)
aggregating and processing purchase and redemption requests from Customers and
placing net purchase and redemption orders with the Firm; (iii) transmitting and
receiving funds in connection with Customer orders to purchase and redeem
Shares; (iv) processing dividend payments on behalf of Customers; (v) providing
information periodically to Customers showing their position in Shares; (vi)
arranging for bank wires; (vii) responding to Customer inquiries regarding
account status and history, the manner in which purchases and redemptions of
Shares may be made and other matters pertaining to the Shares; (viii) providing
sub-accounting with respect to Shares beneficially owned by Customers or the
information to the Trust necessary for sub-accounting; (ix) forwarding
shareholder communications from the Trust (for example, proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to Customers; (x) providing necessary personnel and facilities
to establish and maintain shareholder accounts and records; and (xi) such other
similar services as the Firm or a Customer may reasonably request from time to
time to the extent the Financial Intermediary is permitted to perform such
services under Federal and state statutes, rules and regulations.
Section 2. Financial Intermediary as Agent for Its Customers. The
-------------------------------------------------
Financial Intermediary agrees that, in all activities covered by this Agreement,
the Financial Intermediary will act as agent for its customers; it is not
authorized to act as agent for the Firm or the Trust. This Agreement shall not
make either party the legal 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.
Section 3. Information Concerning the Trust and the Shares. The
-----------------------------------------------
Financial Intermediary agrees that neither it nor any of its employees or agents
are authorized to make any representation
4
concerning the Shares or the Trust, except those contained in the then-current
Prospectus and Statement of Additional Information for the Trust, copies of
which will be supplied by the Firm in reasonable quantities upon request, or in
other material approved in writing by the Firm.
Section 4. Compensation. The Firm will pay the Financial Intermediary an
------------
annual fee (the "Service Payment") for its services in connection with the
Shares beneficially owned by its Customers. The Service Payment will be
calculated daily and paid monthly by the Firm at the annual rate of 0.25% of the
average daily net asset value of the Shares held by the Financial Intermediary
for its Customers. For purposes of calculating the fee payable to the Financial
Intermediary, the average daily net asset value of the Shares will be calculated
in accordance with the procedure set forth in the Trust's then current
Prospectus and Statement of Additional Information. The Financial Intermediary
agrees that no trustee, officer or shareholder of the Trust (or any of its
series) shall be liable for the performance of the Firm's obligations hereunder
or for the Service Payment.
Section 5. Right to Suspend Sales. The Firm and the Trust reserve the
----------------------
right, at their discretion, to suspend the sale of Shares of the Trust or
withdraw the Shares from sale.
Section 6. Other Duties of the Financial Intermediary. (a) The Financial
------------------------------------------
Intermediary agrees to provide the Firm and the Trust such information relating
to its services hereunder as may be required to be maintained by the Firm and
the Trust under applicable regulatory and self-regulatory agencies or
authorities, and to cooperate with the Firm in providing information to the
Trust and its Board of Trustees with respect to amounts expended and services
provided under this Agreement.
(b) In the event an issue pertaining to the Shares is submitted for
shareholder approval, the Financial Intermediary will vote any Shares of a
series held for its own account, or over which it otherwise has discretion to
vote, in the same proportions as the votes cast by those Shares of the same
series held for its Customer's accounts for which instructions have been
received from the beneficial owners or other persons entitled to vote.
Section 7. Representations of Financial Intermediary. (a) The Financial
-----------------------------------------
Intermediary represents and warrants that its Customers are aware of and have
agreed to the arrangements provided for in this Agreement and that the
compensation payable to the Financial Intermediary hereunder, together with any
other compensation payable to the Financial Intermediary in connection with the
investment of their assets in the Shares, will be properly disclosed by the
Financial Intermediary to its Customers and authorized by them.
(b) The Financial Intermediary represents and warrants that, in providing
services hereunder, it will act in accordance with Federal and state law, and
rules and regulations thereunder, applicable to it and its Customer's accounts.
Section 8. Customer Lists. Each party agrees that it (and/or its
--------------
affiliates) will not use any list of customers of the other party that may be
obtained in connection with this Agreement for the purpose of solicitation of
any product or service without the express written consent of the other party.
However, nothing in this Agreement shall be deemed to prohibit or restrict
either
5
party (or its affiliates) in any way from solicitations of any product or
service directed at, without limitation, the general public, any segment
thereof, or any specific individual, provided such solicitation is not based
upon such list.
Section 9. Indemnification. (a) The Financial Intermediary will
---------------
indemnify and hold the Firm and the Trust harmless from any claim, demand, loss,
expense or cause of action resulting from the misconduct or negligence, as
measured by industry standards, of the Financial Intermediary, its agents or
employees, in carrying out the Financial Intermediary's obligations under this
Agreement. Such indemnification will survive the termination of this Agreement.
(b) The Firm will indemnify and hold the Financial Intermediary harmless
from any claim, loss, expense or cause of action resulting from the misconduct
or negligence, as measured by industry standards, of the Firm, its agents or
employees, in carrying out the Firm's obligations under this Agreement.
Section 10. Duration of Agreement. This Agreement will continue in effect
---------------------
for one year from its Effective Date, and thereafter will continue automatically
for successive annual periods; provided, however, that the Agreement is subject
to termination as provided below in the event the Shareholder Services Plan
applicable to the Trust is terminated in accordance with its terms.
Section 11. Amendment and Termination of the Agreement. This Agreement
------------------------------------------
may be amended upon written agreement of the parties. Either party to the
Agreement may terminate the Agreement, without cause or penalty, by giving the
other party at least thirty (30) days' written notice of its intention to
terminate.
Section 12. Effective Date. This Agreement will become effective on the
--------------
date set forth below.
Section 13. Notices. All notices required or permitted to be given under
-------
this Agreement shall be given in writing and delivered by personal delivery, by
postage prepaid mail, or by facsimile machine or a similar means of same day
delivery (with a confirming copy by mail). All notices to the Firm shall be
given or sent to its offices located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ATTN: ▇▇▇ ▇. Doberman, Esq. All notices to the Financial
Intermediary shall be given or sent to it at the address specified by it below.
Either party may change the address to which notices shall be sent by giving
notice to the other party in accordance with this paragraph 13.
Section 14. Miscellaneous. (a) This Agreement shall be construed in
-------------
accordance with the laws of the State of New York, without giving effect to the
conflict of law provisions thereof, and the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.
(b) The captions in this Agreement are included for convenience of
reference only and in no way defined or limit any of the provisions of this
Agreement or otherwise affect their construction or effect.
6
(c) In the case that any provision in this Agreement shall be found by a
court of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be construed and enforced as if it had been more narrowly drawn
so as not to be invalid, illegal or unenforceable, and the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.
▇▇▇▇▇▇▇ ADVISORS, INC.
By: ___________________________
Name:
Title:
PLEASE RETURN TWO SIGNED COPIES OF THIS AGREEMENT TO ▇▇▇▇▇▇▇ ADVISORS, INC.
UPON ACCEPTANCE BY ▇▇▇▇▇▇▇ ADVISORS, ONE COUNTERSIGNED COPY WILL BE RETURNED TO
YOU FOR YOUR FILES.
Name of Financial Intermediary: _______________________________________
Address: ______________________________________________________________
______________________________________________________________
By: ___________________________________________________________________
Authorized Representative
_______________________________________________________________________
(Name and Title; please print or type)
ACCEPTED AND AGREED:
▇▇▇▇▇▇▇ ADVISORS, INC.
By: ________________________
Name:
Title:
Dated: _____________________
7