EXHIBIT (7)(b)
SHAREHOLDER SERVICES PLAN AGREEMENT
The Infinity Mutual Funds, Inc.
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Gentlemen:
We wish to enter into this Shareholder Services Plan Agreement with you
concerning the provision of certain services to the beneficial holders of
certain classes (each, a "Class") of the ISG Portfolios set forth on Schedule 1
hereto, as such may be revised from time to time (each, a "Portfolio"), of The
Infinity Mutual Funds, Inc. (the "Fund"). The terms and conditions of this
Agreement are as follows:
1. We agree to provide certain services to the beneficial holders of shares of
each Class which services may include providing personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding such
Class and providing reports and other information, and providing services
related to the maintenance of shareholder accounts.
2. We will act solely as agent for, upon the order of, and for the account of,
the holders of Class shares for whom we are providing the services described
herein.
3. We will provide such office space and equipment, telephone facilities and
personnel (which may be any part of the space, equipment and facilities
currently used in our business, or any personnel employed by us) as may be
reasonably necessary or beneficial in order to provide such services
contemplated hereunder.
4. We will not nor will any of our officers, employees or agents make any
representations concerning the Fund or shares of any Class except those
contained in the Portfolios' then-current prospectus, copies of which will be
supplied to us by the Fund, or in such supplemental literature or advertising as
may be authorized by the Fund in writing.
5. 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 the Fund in any
matter or in any respect. We agree to and do release, indemnify and hold the
Fund harmless from and against any and all direct or indirect liabilities or
losses resulting from requests, directions, actions or inactions of or by us or
our officers, employees or agents regarding our responsibilities hereunder for
the purchase, redemption, transfer or registration of shares of a Class by or on
behalf of the holders of such shares. We and our employees, upon request, will
be available during normal business hours to consult with the Fund or its
designees concerning the performance of our responsibilities under this
Agreement.
6. In consideration of the services and facilities provided by us hereunder, as
to each Class, the Fund agrees to pay us and we will accept as full payment
therefor, a fee up to the annual rate set forth on Schedule 2 hereto as a
percentage of the average daily net asset value of the outstanding shares of
such Class as to which we provide the services described herein, which fee will
be computed daily and payable monthly. For purposes of determining the fees
payable under this Section 6, the average daily net asset value of the
outstanding shares of a Class will be computed in the manner specified in the
Fund's registration statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of such Class for
purposes of purchases and redemptions. The Fund, in its discretion and without
notice, may suspend or withdraw the sale of shares of any Class.
7. Any person authorized to direct the disposition of monies paid or payable by
the Fund pursuant to this Agreement will provide to the Fund's Board of
Directors, and the Fund's Directors will review, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made. In addition, we will furnish the Fund or its designees with such
information as the Fund or its designees may reasonably request (including,
without limitation, periodic certifications confirming the provision of the
services described herein), and will otherwise cooperate with the Fund or its
designees (including, without limitation, any auditors designated by the Fund),
in connection with the preparation of reports to the Fund's Board of Directors
concerning this Agreement and the monies paid or payable pursuant hereto, as
well as any other reports or filings that may be required by law. We will
promptly report to the Fund any potential or existing conflicts with respect to
the investments of our clients in shares of any Class.
8. The Fund may enter into other similar Shareholder Services Plan Agreements
with any other person or persons without our consent.
9. We represent, warrant and agree that: (i) in no event will any of the
services provided by us hereunder be primarily intended to result in the sale of
any shares issued by the Fund; (ii) the compensation payable to us hereunder,
together with any other compensation payable to us by our clients in connection
with the investment of their assets in shares of a Class, will be disclosed by
us to our clients, will be authorized by our clients and will not result in an
excessive or unreasonable fee to us; (iii) we will not advertise or otherwise
promote our client accounts primarily as a means of investing in shares of a
Class or establish or maintain client accounts for the primary purpose of
investing in shares of a Class; (iv) in the event an issue pertaining to this
Agreement is submitted to shareholders of a Class for approval, we will vote the
shares of such Class held for our own account in the same proportion as the vote
of the shares of such Class held for our clients' benefit; and (v) we will not
engage in activities pursuant to this Agreement which constitute acting as a
broker or dealer under state law unless we have obtained the licenses required
by such law.
10. This Agreement will become effective on the date a fully executed copy of
this Agreement is received by the Fund or its designee. Unless sooner
terminated, this Agreement will continue until , and thereafter will continue
automatically for successive annual periods ending on , provided such
continuance is specifically approved at least annually by the Fund in the manner
described in Section 13.
11. All notices and other communications will be duly given if mailed,
telegraphed, telexed or transmitted by similar telecommunications device to the
appropriate address shown above, or to such other address as either party shall
so provide the other.
12. 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,
and is non-assignable by the parties hereto.
13. This Agreement is subject to annual approval by vote of a majority of (i)
the Board of Directors of the Fund and (ii) the Directors who are not
"interested persons" (as defined in the Investment Company Act of 1940) of the
Fund or us, by vote cast in person at a meeting called for the purpose of voting
such approval. This Agreement is terminable without penalty, on 10 days' notice,
by the Fund's Board of Directors, or, on not less than 90 days' notice, by us.
This Agreement will terminate, as to the relevant Class, automatically in the
event of its assignment (as defined in the Act).
If you agree to be legally bound by the provisions of this Agreement, please
sign a copy of this letter where indicated below and promptly return it to us.
Very truly yours,
______________________________
(Name of Service Organization)
By: _______________________________
Title: ____________________________
Date: _____________________________
Accepted and agreed to:
THE INFINITY MUTUAL FUNDS, INC.
By: _____________________________
Title: __________________________
SCHEDULE 1
NAME OF PORTFOLIO AND CLASS DATE ESTABLISHED
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ISG Aggressive Growth Portfolio August 12, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Capital Growth Portfolio February 15, 1994
Class A Shares
Class B Shares
Trust Shares
ISG Core Income Portfolio February 15, 1994
Class A Shares
Class B Shares
Trust Shares
ISG Current Income Portfolio August 12, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Dividend Growth Portfolio February 15, 1994
Class A Shares
Class B Shares
Trust Shares
ISG Equity Value Portfolio May 14, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Government Income Portfolio May 14, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Growth Portfolio August 12, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Growth and Income Portfolio August 12, 1998
Class A Shares
Class B Shares
Trust Shares
ISG International Equity Portfolio May 14, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Large Cap Equity Portfolio August 12, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Limited Duration Income February 15, 1994
Portfolio
Class A Shares
Class B Shares
Trust Shares
ISG Limited Duration Tennessee February 15, 1994
Tax Free Portfolio
Class A Shares
Class B Shares
ISG Limited Duration U.S. February 11, 1997
Government Portfolio
Class A Shares
Class B Shares
Trust Shares
ISG Mid Cap Portfolio May 14, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Moderate Growth and
Income Portfolio August 12, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Municipal Income Portfolio May 14, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Small Cap Opportunity Portfolio May 14, 1998
Class A Shares
Class B Shares
Trust Shares
ISG Tennessee Tax Exempt Bond February 11, 1997
Portfolio
Class A Shares
Class B Shares
Trust Shares
ISG Tax Free Money Market Portfolio May 14, 1998
Class A Shares
Class B Shares
ISG Government Money Market Portfolio May 14, 1998
Class A Shares
Class B Shares
ISG Prime Money Market Portfolio February 15, 1994
Class A Shares
Class B Shares
ISG U.S. Treasury February 15, 1994
Money Market Portfolio
Class A Shares
SCHEDULE 2
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ANNUAL FEE AS A
PERCENTAGE OF AVERAGE
NAME OF PORTFOLIO AND CLASSES DAILY NET ASSETS
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ISG Aggressive Growth Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Capital Growth Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Core Income Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Current Income Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Dividend Growth Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Equity Value Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Government Income Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Growth Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Growth and Income Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG International Equity Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Large Cap Equity Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Limited Duration
Income Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Limited Duration
Tennessee Tax Free Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Limited Duration
U.S. Government Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Mid Cap Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Moderate Growth and
Income Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Municipal Income Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Small Cap Opportunity Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Tennessee Tax
Exempt Bond Portfolio
Class A Shares .15%
Class B Shares .25%
Trust Shares .15%
ISG Tax Free Money Market
Portfolio
Class A Shares .25%
Class B Shares .25%
ISG Government Money Market
Portfolio
Class A Shares .25%
Class B Shares .25%
ISG Prime Money Market Portfolio
Class A Shares .25%
Class B Shares .25%