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EXHIBIT 9(f)(iii)
SHAREHOLDER SERVICING AGREEMENT
ADVISOR SHARES
AGREEMENT, dated as of _____________, by and between _____________________
and _____________________, as a shareholder servicing agent hereunder (the
"Agent"), relating to transactions in shares of capital stock or beneficial
interest (the "Shares"), of any of the investment portfolios (the "Funds")
offered by HT Insight Funds, Inc. and ▇▇▇▇▇▇ Insight Funds Trust (collectively
referred to as the "Company").
_____________________ and the Agent hereby agree as follows:
1. Appointment. The Agent hereby agrees to perform certain services for
its customers (the "Customers") as hereinafter set forth. The Agent's
appointment hereunder is non-exclusive, and the parties recognize and agree
that, from time to time, _____________________ may enter into other shareholder
servicing agreements, in writing, with other institutions.
2. Services to be Performed. The Agent, as agent for its Customers, shall
be responsible for performing shareholder administrative support services, which
will include one or more of the following: (i) establishing and maintaining
shareholder accounts and records; (ii) processing purchase and redemption
transactions; (iii) providing periodic statements showing a customer's account
balance and integrating such statements with those of other transactions and
balances in the customer's other accounts serviced by the Agent; (iv) arranging
for bank wires; (v) responding to Customer inquiries relating to the Fund; (vi)
performing subaccounting with respect to Fund shares beneficially owned by the
customer; (vii) investing customer cash account balances automatically in Fund
shares; (viii) assisting Customers in changing dividend options, account
designations and addresses; and (ix) distribution and such other services if
requested by the _____________________ to the extent the Agent is permitted by
applicable statute, rule or regulation.
The Agent shall provide all personnel and facilities necessary in order
for it to perform the functions described in this Section 2 with respect to its
Customers.
3. Fees
3.1 Fees from [_____________________]. In consideration for the services
described in Section 2 hereof and the incurring of expenses in connection
therewith, the Agent shall receive a fee from _____________________, computed
daily and payable monthly, at an annual rate of .35% of 1% of the average daily
net asset value of Shares of each Fund held of record by the Agent from time to
time on behalf of Customers. For purposes of determining the fees payable to the
Agent hereunder, the value of the Fund's
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net assets shall be computed in the manner specified in the Company's
then-current prospectus and statement of additional information (the
"Prospectus") for computation of the net asset value of _____________________
Shares.
3.2 Fees from Customers. It is agreed that the Agent may impose certain
conditions on Customers, in addition to or different from those imposed by the
Company, such as requiring a minimum initial investment or imposing limitations
on the amounts of transactions. It is also understood that the Agent may
directly credit or charge fees to Customers in connection with an investment in
the Funds. The Agent shall credit or ▇▇▇▇ Customers directly for such credits or
fees. In the event the Agent charges Customers such fees, it shall make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws) to Customers both of any direct fees charged to the
Customer and of the fees received or to be received by it from the Company
pursuant to Section 3.1 of this Agreement. It is understood, however, that in no
event shall the Agent have recourse or access as Agent or otherwise to the
account of any shareholder of the Company except to the extent expressly
authorized by law or by such shareholder, or to any assets of the Company, for
payment of any direct fees referred to in this Section 3.2.
4. Approval of Materials to be Circulated. Advance copies or proofs of all
materials that are to be generally circulated or disseminated by the Agent to
Customers or prospective Customers that identify or describe the Company shall
be provided to the Company at least 10 days prior to such circulation or
dissemination (unless the Company consents in writing to a shorter period), and
such materials shall not be circulated or disseminated or further circulated or
disseminated at any time after the Company shall have given written notice to
the Agent of any objection thereto.
The Agent is not authorized to make any representations concerning
_____________________ or the Company except those contained in the current
Prospectus for the Funds, or in such supplemental literature or advertising as
may be authorized by _____________________ in writing.
Nothing in this Section 4 shall be construed to make _____________________
or the Company liable for the use of any information about the Company which is
disseminated by the Agent.
5. Compliance with Laws. The Agent shall comply with all applicable
federal and state laws and regulations in the performance of its duties under
this Agreement, including securities laws.
6. Limitations of Shareholder, Officer and Board Member Liability. The
Agent hereby agrees that obligations assumed by _____________________ pursuant
to this Agreement shall be limited in all cases to _____________________ and its
assets and that the Agent shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Company. It is further agreed
that the Agent shall not seek satisfaction of any such obligations from the
Board Members, any individual Board Member or any officer of the Company.
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7. Notices. All notices or other communications hereunder to either party
shall be in writing or by confirming telegram, cable, telex or facsimile
sending device. Notices shall be addressed: (a) if to
[name and address],
Attention: [ ];
and (b) if to the Agent,
[name and address],
Attention: [ ].
8. Further Assurance. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
9. Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Qualified Board Members or
by vote of a majority of the outstanding voting securities of the Company, on
not more than 60 days' written notice to any other party to this Agreement. This
Agreement shall terminate automatically in the event of its assignment, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). As
used in this Agreement, "Qualified Board Members" means the Board Members of the
Company who are not "interested persons," as that term is defined in the 1940
Act, of the Company and have no direct or indirect financial interest in the
operation of the Service Plan, adopted in accordance with Rule 12b-1 under the
1940 Act, or in any agreements related to the Service Plan.
10. Changes; Amendments. This Agreement may be changed or amended only by
written instrument signed by both parties.
11. Reports. The Agent will provide _____________________ or its designees
such information as _____________________ or its designees may reasonably
request (including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will otherwise
cooperate with the Company and its designees (including, without limitation, any
auditors designated by the Company), in connection with the preparation of
reports to the Company's Board Members concerning this Agreement and the monies
paid or payable under this Agreement, as well as any other reports or filings
that may be required by law.
12. Independent Contractor/Liabilities. For purposes of this Agreement,
the Agent will be deemed to be an independent contractor, and will have no
authority to act as agent for _____________________ or the Company in any matter
or in any respect. By the Agent's written acceptance of this Agreement, the
Agent agrees to and does release, indemnify and hold harmless _________________
and the Company from and against any and all direct or indirect liabilities
or losses resulting from requests,
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directions, actions or inactions of or by the Agent or its officers, employees
or agents regarding its responsibilities hereunder or the purchase, redemption,
transfer or registration of Shares by or on behalf of Customers.
13. Governing Law. This Agreement with respect to shares of a Fund of HT
Insight Funds, Inc. shall be governed by the laws of the State of Maryland and
with respect to shares of a Fund of ▇▇▇▇▇▇ Insight Funds Trust shall be governed
by the laws of the Commonwealth of Massachusetts.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
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