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EXHIBIT 9(e)
SERVICE AGREEMENT
Dated as of _____________
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Ladies and Gentlemen:
We wish to enter into an Agreement with you to service shareholders of,
and administer shareholder accounts in, ____________________ (the "Trust"), an
open-end investment company registered under the Investment Company Act of 1940
(the "Act") which has _____________________ or more separate investment
portfolios: ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________,
together with any future investment portfolios that may be added as a series of
the Trust.
The terms and conditions of this Agreement are as follows:
1. We shall provide shareholder and administrative services for
shareholders of the Trust who are also our clients ("clients"), which services
may include, without limitation and to the extent we are permitted by applicable
statute, rule or regulation: (a) providing necessary personnel and facilities to
establish and maintain certain shareholder accounts and records, as requested
from time to time by the Trust; (b) assisting in processing purchase and
redemption transactions; (c) arranging for the wiring of funds; (d) transmitting
and receiving funds in connection with client orders to purchase or redeem Trust
shares; (e) verifying and guaranteeing client signatures in connection with
redemption orders, transfers among and changes in client-designated accounts;
(f) providing periodic statements showing a client's account balances and, to
the extent practicable, integrating such information with other client
transactions otherwise effected with or through us; (g) furnishing (either
separately or on an integrated basis with other reports sent to a client by us)
periodic and annual statements and confirmations of all purchases and
redemptions of Trust shares in a client's account; (h) transmitting proxy
statements, annual reports, and updating prospectuses and other communications
from the Trust to clients; and (i) such other services as the Trust or a client
reasonably may request. 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
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business, or all or any personnel employed by us) as is necessary or beneficial
for providing information and services to shareholders of the Trust.
2. Neither we nor any of our employees or agents shall be authorized to
make any representation concerning shares of the Trust except those contained in
the then current Prospectuses for the Trust, copies of which will be supplied by
you to us; and we shall have no authority to act as agent for the Trust.
3. In consideration of the services and facilities described herein, we
shall be entitled to receive from you fees to be paid periodically (but in no
event less frequently than semiannually) as set forth in Schedule A attached
hereto; provided that such fees shall not exceed during any period the amount
payable at an annual rate of ____% of the average daily net assets of the Trust
represented by shares owned by clients with whom we maintain a servicing
relationship.
It is agreed that we may impose certain conditions on clients,
in addition to or different from those imposed by the Trust, such as requiring a
minimum initial investment or charging clients direct fees for the same or
similar services as are provided hereunder by us as agent (which fees either may
relate specifically to our services with respect to the Trust or generally over
services not limited to those with respect to the Trust). We shall ▇▇▇▇ clients
directly for such fees. In the event we charge clients such fees, to the extent
permissible by applicable statues, rules and regulations, we shall make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws) to clients both of any direct fees charged to clients and
of the fees received or to be received by us from the Trust pursuant to this
Agreement. It is understood, however, that in no event shall we have recourse or
access to the account of any shareholder of the Trust except to the extent
expressly authorized by law or by such shareholder, or to any assets of the
Trust, for payment of any direct fees referred to in this Agreement.
4. To the extent requested by the Trust from time to time, we agree
that we will provide the Treasurer of the Trust with a written report of the
amounts expended by us and the purposes for which such expenditures were made.
Such written reports shall be in a form satisfactory to the Trust and shall
supply all information necessary for the Trust to discharge its responsibilities
under applicable laws and regulations.
5. We shall maintain records in a form acceptable to you and in
compliance with applicable laws and the rules and regulations of the Securities
and Exchange Commission including, but not limited to, the record-keeping
requirements of Section 31(a) of the Act and the rules thereunder. Such records
shall be deemed to be the property of the Trust and will be made available, at
the Trust's request, for inspection and use by the Trust, representatives of the
Trust and governmental bodies. We agreed that, for so long as we retain any
records of the Trust, we will meet all reporting requirements pursuant to the
Act with respect to such records.
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6. We shall maintain accurate and complete records with respect to
services performed by us in connection with the purchase and redemption of
shares. Such records shall be maintained in a form satisfactory to you and in
compliance with the requirements of Rules 17a-3 and 17a-4 under the Securities
Exchange Act of 1934, as amended, pursuant to which any dealer of the shares
must maintain certain records. All such records maintained by us shall be the
property of such dealer and will be made available for inspection and use by you
or such dealer upon the request of either. We shall file, and furnish to you and
any such dealer, copies of all reports and undertakings required by the
Securities and Exchange Commission pertaining to the above transactions in
compliance with the said rules. If so requested by any such dealer, we shall
confirm to such dealer its obligations under this paragraph by a writing
reasonably satisfactory to such dealer. The Trust shall specify to us, as we
shall periodically review with the Trust, the records to be maintained and the
procedures to be followed by us in complying with this paragraph.
7. The Trust will indemnify and hold us harmless from all losses,
claims, damages, liabilities or expenses from any claim, demand, action or suit
(collectively, "Claims") (a) arising in connection with misstatements or
omissions in the Trust's Prospectuses, actions or inactions by the Trust or any
of its agents or contractors or the performance of our obligations hereunder and
(b) not resulting from (i) our bad faith or negligence, or that of our officers,
employees or agents, or (ii) our breach of applicable law, or any breach by our
officers, employees or agents, or (iii) our actions or those of our officers,
employees or agents which exceed our legal authority or our authority hereunder,
or (iv) any error or omission committed by us, our officers, employees or agents
with respect to the purchase, redemption and transfer of clients' shares or our
verification or guarantee of any client signature. Notwithstanding anything
herein to the contrary, you will indemnify and hold us harmless from any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any Claim as a result of our acting in
accordance with any written instructions reasonably believed by us to have been
executed by any person duly authorized by the Trust, or as a result of acting in
reliance upon any instrument or stock certificate signed, countersigned or
executed by a person duly authorized by the Trust, excepting only our negligence
or bad faith.
In any case in which you may be asked to indemnify or hold us
harmless, you shall be advised of all pertinent facts concerning the situation
in question and we shall use reasonable care to identify and notify you promptly
concerning any situation which presents or appears likely to present a claim for
indemnification against you. You shall have the option to defend us against any
Claim which may be the subject of indemnification hereunder. In the event that
you elect to defend against such Claim, the defense shall be conducted by
counsel chosen by you and satisfactory to us. We may retain additional counsel
at our expense. Except with your prior written consent, we shall not confess any
Claim or make any compromise in any case in which you will be asked to indemnify
us.
8. Without limiting your rights under applicable law, we will indemnify
and hold you harmless from all Claims (a) resulting from (i) our bad faith or
negligence, or that of our officers,
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employees or agents, or (ii) our breach of applicable law, or any breach by our
officers, employees or agents, or (iii) our actions or those of our officers,
employees or agents which exceed our legal authority or our authority hereunder,
or (iv) any error or omission committed by us, our officers, employees or agents
with respect to the purchase, redemption and transfer of clients' shares or our
verification or guarantee of any client signature, and (b) not resulting from
actions in accordance with written instructions reasonably believed by us to
have been executed by any person duly authorized by the Trust or in reliance
upon any instrument or stock certificate reasonably believed by us to have been
genuine and signed, countersigned or executed by a person duly authorized by the
Trust.
In any case in which we may be asked to indemnify or hold the
Trust harmless, we shall be advised of all pertinent facts concerning the
situation in question and the Trust shall use reasonable care to identify and
notify us promptly concerning any situation which presents or appears likely to
present a claim for indemnification against us. We shall have the option to
defend the Trust against any Claim which may be the subject of indemnification
hereunder. In the event that we elect to defend against such Claim, the defense
shall be conducted by counsel chosen by us and satisfactory to the Trust. The
Trust may retain additional counsel at its expense. Except with our prior
written consent, the Trust shall not confess any Claim or make any compromise in
any case in which we will be asked to indemnify the Trust. The indemnities
granted by the parties in this Agreement shall survive the termination of this
Agreement.
9. This Agreement may be terminated by the Trust, without the payment
of any penalty, at any time upon not more than 60 days' nor less than 30 days'
notice, by a vote of a majority of the Board of Trustees who are not "interested
persons" of the Trust (as defined in the Act) or by "a vote of a majority of the
outstanding voting securities" (as defined in the Act) of the Trust. We may
terminate this Agreement upon not more than 60 days' nor less than 30 days'
notice to the Trust. Notwithstanding anything herein to the contrary, this
Agreement may not be assigned and shall terminate automatically without notice
to either party upon any assignment. Upon termination hereof, the Trust shall
pay such compensation as may be due us as of the date of such termination.
10. Our appointment as shareholder servicing agent hereunder is
nonexclusive, and the parties hereto recognize and agree that, from time to
time, the Trust may enter into other shareholder servicing agreements, in
writing, with other financial institutions.
11. The Declaration of Trust establishing the Trust, filed on ________,
a copy of which, together with all amendments thereto (the "Declaration"), is on
file in the Office of the Secretary of the ____________________________,
provides that the name of the Trust refers to the trustees under the Declaration
collectively as trustees and not as individuals or personally, and that no
shareholder, trustee, officer, employee or agent of the Trust shall be subject
to claims against or obligations of the Trust to any extent whatsoever, but that
the Trust estate only shall be liable.
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12. This Agreement may be changed or amended only by written instrument
signed by both parties.
13. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of ________________. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.
Very truly yours,
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By:
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Name:
Title:
NOTE: Please return both signed copies of this Agreement to _________________.
Upon acceptance, one countersigned copy will be returned for your files.
Accepted:
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By:
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[BISYS LOGO]
BISYS FUND SERVICES LIMITED PARTNERSHIP, DISTRIBUTOR
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DEALER AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of each investment company
portfolio ("Fund") listed in Exhibit A attached hereto, which may be amended
from time to time, BISYS Fund Services Limited Partnership ("BISYS") hereby
agrees with you as follows:
1. You hereby represent that you are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD") and that you
are a broker-dealer properly registered and qualified under all
applicable federal, state and local laws to engage in the business and
transactions described in this Agreement. You also represent that you
are a member in good standing of the Securities Investor Protection
Corporation ("SIPC"). We both agree to abide by the Rules of Fair
Practice of the NASD and all applicable laws, rules and regulations,
including applicable federal and state securities laws, rules and
regulations that are now or may become applicable to transactions
hereunder. You agree that it is your responsibility to determine the
suitability of any Fund Shares as investments for your customers, and
that BISYS has no responsibility for such determination. You further
agree to maintain all records required by applicable law or otherwise
reasonably requested by BISYS relating to Fund transactions that you
have executed. In addition, you agree to notify us immediately in the
event your status as a SIPC member changes.
2. We have furnished you with a list of the states or other jurisdictions
in which Fund Shares have been registered for sale or are otherwise
qualified for sale. Such list appears in Exhibit B attached hereto.
Shares of the Funds may from time to time be registered or otherwise
qualified for sale in states or jurisdictions other than those listed
in Exhibit B. Those states or jurisdictions are incorporated into
Exhibit B by reference. You agree to indemnify us and/or the Funds for
any claim, liability, expense or loss in any way arising out of a sale
of Shares in any state or jurisdiction in which such Shares are not so
registered or qualified for sale.
3. In all sales of Fund Shares, you shall act as agent for your customers
or as principal for your own bona fide investment. In no transaction
shall you act as our agent or as agent for any Fund or the Funds'
Transfer Agent. As agent for your customers, you are hereby authorized
to: (i) place orders directly with the investment company (the
"Company") for the purchase of Shares and (ii) tender Shares to the
Company for redemption, in each case subject to the terms and
conditions set forth in the applicable prospectus ("Prospectus") and
the operating procedures and policies established by us. The minimum
dollar purchase of Shares shall be the applicable minimum amount set
forth in the applicable Prospectus, and no order for less than such
amount shall be accepted by you. The procedures relating to the
handling of orders shall be subject to instructions which we shall
forward to you from time to time. All orders are subject to acceptance
or rejection by BISYS in its sole discretion. No person is authorized
to make any representations concerning Shares of any Fund except such
representations
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contained in the relevant then-current Prospectus and statement of
additional information ("Statement of Additional Information") and in
such supplemental information that may be supplied to you by us for a
Fund. If you should make such an unauthorized representation, you agree
to indemnify the Funds and us from and against any and all claims,
liability, expense or loss in any way arising out of or in any way
connected with such representation. You are specifically authorized to
distribute the Prospectus and Statement of Additional Information and
sales material received from us. No person is authorized to distribute
any other sales material relating to a Fund without our prior written
approval. You further agree to deliver, upon our request, copies of any
relevant amended Prospectus and Statement of Additional Information to
shareholders of the Fund to whom you have sold Shares. As agent for
your customers, you shall not withhold placing customers' orders for
any Shares so as to profit yourself as a result of such withholding and
shall not purchase any Shares from us except for the purpose of
covering purchase orders already received.
If any Shares purchased by you are repurchased by a Fund or by us for
the account of a Fund, or are tendered for redemption within seven
business days after confirmation by us of the original purchase order
for such Shares, (i) you agree forthwith to refund to us the full
concession allowed to you on the original sale and (ii) we shall
forthwith pay to such Fund that part of the discount retained by us on
the original sale. Notice will be given to you of any such repurchase
or redemption within ten days of the date on which the tender of Shares
for redemption is delivered to us or to the Fund. Neither party to this
Agreement shall purchase any Shares from a record holder at a price
lower than the net asset value next computed by or for the issuer
thereof. Nothing in this subparagraph shall prevent you from selling
Shares for the account of a record holder to us or the issuer and
charging the investor a fair commission for handling the transaction.
Any order placed by you for the repurchase of Shares of a Fund is
subject to the timely receipt by the Company of all required documents
in good order. If such documents are not received within a reasonable
time after the order is placed, the order is subject to cancellation,
in which case you agree to be responsible for any loss resulting to the
Fund or to us from such cancellation.
4. We will furnish you, upon request, with offering prices for the Shares
in accordance with the then- current Prospectuses for the Funds, and
you agree to quote such prices subject to confirmation by us on any
Shares offered to you for sale. The public offering price shall equal
the net asset value per Share of a Fund plus a front-end sales load, if
applicable. For Funds with a front-end sales load, you will receive a
discount from the public offering price as outlined in the current
Prospectus. For Funds with a contingent deferred sales load, you will
receive from us, or a paying agent appointed by us, a commission in the
amount shown in Exhibit C. We reserve the right to waive sales charges.
Each price is always subject to confirmation, and will be based upon
the net asset value next computed after receipt by us of an order that
is in good form. You acknowledge that it is your responsibility to date
and time stamp all orders received by you and to transmit such orders
promptly to us. You further acknowledge that any failure to promptly
transmit such orders to us that causes a purchaser of Shares to be
disadvantaged, based upon the pricing requirements of Rule 22c-1 under
the 1940 Act, shall be your sole responsibility. We reserve the right
to cancel this Agreement at any time without notice if any Shares shall
be offered for sale by you at less than the then-current offering price
determined by or for the applicable Fund.
5. Your customer will be entitled to a front-end sales load reduction with
respect to purchases made under a letter of intent ("Letter of Intent")
or right of accumulation ("Right of Accumulation") described in the
Prospectuses. In such case, your dealer's concession will be based upon
such reduced sales load; however, in the case of a Letter of Intent
signed by your customer, an adjustment to a higher dealer's concession
will thereafter be made to reflect
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actual purchases by your customer if he or she should fail to fulfill
the Letter of Intent. Your customer will be entitled to an additional
front-end sales load reduction in those instances in which the customer
makes purchases that exceed the dollar amount indicated in the Letter
of Intent and qualifies for an additional front-end sales load
reduction pursuant to the appropriate Prospectus. In such case, your
dealer's concession will be reduced to reflect such additional sales
load reduction. When placing wire trades, you agree to advise us of any
Letter of Intent signed by your customer or of any Right of
Accumulation available to such customer of which he or she has made you
aware. If you fail to so advise us, you will be liable for the return
of any commissions plus interest thereon.
6. With respect to orders that are placed for the purchase of Fund Shares,
unless otherwise agreed, settlement shall be made with the Company
within three (3) business days after our acceptance of the order. If
payment is not so received or made, we reserve the right to cancel the
sale, or, at our option, to sell the Shares to the Funds at the then
prevailing net asset value. In this event or in the event that you
cancel the trade for any reason, you agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments
as aforesaid. You shall not be entitled to any gains generated thereby.
7. You shall be responsible for the accuracy, timeliness and completeness
of any orders transmitted by you on behalf of your customers by wire or
telephone for purchases, exchanges or redemptions, and shall indemnify
us against any claims by your customers as a result of your failure to
properly transmit their instructions. In addition, you agree to
guarantee the signatures of your customers when such guarantee is
required by the Prospectus of a Fund. In that connection, you agree to
indemnify and hold harmless all persons, including us and the Funds'
Transfer Agent, against any and all loss, cost, damage or expense
suffered or incurred in reliance upon such signature guarantee.
8. No advertisement or sales literature with respect to a Fund (as such
terms are defined in the NASD's Rules of Fair Practice) shall be used
by you without first having obtained our approval.
9. Neither of us shall be liable to the other except for (1) acts or
failures to act which constitute a lack of good faith or negligence and
(2) obligations expressly assumed under this Agreement. In addition,
you agree to indemnify us and hold us harmless from any claims or
assertions relating to the lawfulness of your participation in this
Agreement and the transactions contemplated hereby or relating to any
activities of any persons or entities affiliated with your organization
which are performed in connection with the discharge of your
responsibilities under this Agreement. If such claims are asserted, we
shall have the right to manage our own defense, including the selection
and engagement of legal counsel, and all costs of such defense shall be
borne by you.
10. This Agreement will automatically terminate in the event of its
assignment. This Agreement may be terminated by either of us, without
penalty, upon ten days' prior written notice to the other party. This
Agreement may also be terminated at any time without penalty by the
vote of a majority of the members of a Fund's Board of Trustees who are
not "interested persons" (as such term is defined in the 1940 Act), or
(with respect to a Fund) by a vote of a majority of the outstanding
voting securities of that Fund on ten days' written notice.
11. All communications to us shall be sent to the address set forth on page
1 hereof or at such other address as we may designate in writing. Any
notice to you shall be duly given if mailed or telecopied to you at the
address set forth below or at such other address as you may provide in
writing.
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12. You hereby represent that all requisite corporate proceedings have been
undertaken to authorize you to enter into this Agreement and to perform
the services contemplated herein. You further represent that the
individual that has signed this Agreement below is a duly elected
officer that has been empowered to act for and on behalf of your
organization with respect to the execution of this Agreement.
13. This Agreement supersedes any other agreement between us with respect
to the offer and sale of Shares and relating to any other matters
discussed herein. All covenants, agreements, representations and
warranties made herein shall be deemed to have been material and relied
on by each party. The invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of any
other term or provision thereof. This Agreement may be executed in any
number of counterparts, which together shall constitute one instrument,
and shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the State of Ohio and shall
bind and insure to the benefit of the parties hereto and their
respective successors and assigns.
If the foregoing corresponds with your understanding of our agreement, please
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to us, whereupon this Agreement shall be binding upon
each of us, effective as of the date of execution.
BISYS FUND SERVICES LIMITED PARTNERSHIP The foregoing Agreement is hereby
BY: BISYS FUND SERVICES, INC., accepted:
GENERAL PARTNER
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Company Name
By By
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Date
Executive Vice President
Title:
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BISYS FUND SERVICES LIMITED PARTNERSHIP
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EXHIBIT A
TO THE DEALER AGREEMENT BETWEEN
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
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INVESTMENT PORTFOLIOS OF
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FUND NAME TYPE CUSIP QUOTRON
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A-1
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BISYS FUND SERVICES LIMITED PARTNERSHIP
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EXHIBIT B
TO THE DEALER AGREEMENT BETWEEN
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
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BLUE SKY INFORMATION
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FUND NAME STATES/JURISDICTIONS REGISTERED IN
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B-1
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BISYS FUND SERVICES LIMITED PARTNERSHIP
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EXHIBIT C
TO THE DEALER AGREEMENT BETWEEN
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
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COMMISSION AMOUNT PAYABLE FOR FUNDS
CHARGING A CONTINGENT DEFERRED SALES LOAD
_____ 1. ____ percent of the public offering price
_____ 2. Not Applicable
(Place a check next to the appropriate category)
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