1
[BISYS LOGO]
BISYS FUND SERVICES LIMITED PARTNERSHIP, DISTRIBUTOR
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
SHAREHOLDER SERVICES AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of each investment company
portfolio (individually a "Fund"; collectively, the "Funds")of USAllianz Funds,
a Delaware business trust(the "Trust"), BISYS Fund Services Limited Partnership
("BISYS") hereby agrees that you, the undersigned broker-dealer, shall provide
the distribution assistance and shareholder services that are more fully
described below.
1. We represent and warrant to you that the shareholder services described
herein have been authorized pursuant to a Distribution Plan and
Multiple Class Plan (collectively the "Plans") adopted by the
shareholders ("Shareholders") of each Fund. The Distribution Plan has
been adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"). It is intended that you shall
provide such shareholder services to your customers ("Customers") who
may, from time to time, beneficially own a Fund's Shares.
2. You represent and warrant to us that (i) you are and will be at all
times relevant to this Agreement a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"), and (ii)
you are and will be at all times relevant to this Agreement 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 agree to comply with all
applicable laws, including federal and state securities laws, the Rules
and Regulations of the Securities and Exchange Commission and the Rules
of Fair Practice of the NASD. We have furnished you with a list of the
states or other jurisdictions in which Shares of the Funds have been
registered for sale under, or are otherwise qualified for sale pursuant
to, the respective securities laws of such states and jurisdictions.
You agree that you will not offer a Fund's Shares to persons in any
jurisdiction in which such Shares are not registered or otherwise
qualified for sale. You further agree that you will maintain all
records required by applicable law or otherwise reasonably requested by
us relating to Fund transactions that you have executed.
3. You agree to provide various types of distribution assistance and
Shareholder support services with respect to a Fund's Shares. Such
distribution assistance and Shareholder support services may include
those items that are enumerated in Schedule A attached hereto and such
other similar services that we may reasonably request to the extent you
are permitted to do so under applicable statutes, rules and
regulations.
4. For all purposes of this Agreement, you shall be deemed to be an
independent contractor, and shall have no authority to act as agent for
us or for the Trust in any matter or in any respect. No person is
authorized to make any representations concerning us, the Trust, or a
Fund's Shares except those representations contained in the Fund's
then-current Prospectus and the Trust's Statement of Additional
Information and in such printed information as we or the Trust may
subsequently prepare. You are specifically authorized to distribute to
Customers a Fund's Prospectus (including any supplements to such
Prospectus), the Trust's Statement of Additional Information and sales
material received from us. No person is authorized to distribute any
other sales material relating to the Trust without our prior written
approval. You further agree to deliver to Customers, upon our request,
copies of amended Prospectuses and Statements of Additional
Information.
2
5. You and your employees will, upon request, be available during normal
business hours to consult with us concerning the performance of your
responsibilities under this Agreement. You will provide to us and the
Trust's Board of Trustees a written report of all expenditures under
this Agreement, including a discussion of the purposes for which such
expenditures were made. In addition, you will furnish to us or to the
Trust such information as we or the Trust may reasonably request
(including, without limitation, periodic certifications confirming the
rendering of distribution assistance and support services with respect
to Shares described herein), and will otherwise cooperate with us and
the Trust in the preparation of reports to the Trust's Board of
Trustees concerning this Agreement and the monies paid or payable by us
under this Agreement, as well as any other reports or filings that may
be required by law.
6. The minimum dollar purchase of a Fund's Shares (including Shares being
acquired by Customers pursuant to the exchange privileges described in
the Fund's Prospectus) shall be the applicable minimum amount set forth
in the Prospectus of such Fund, 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 for a Fund's Shares are subject to
acceptance or rejection by the Trust in its sole discretion, and the
Trust may, in its discretion and without notice, suspend or withdraw
the sale of a Fund's Shares, including the sale of such Shares to you
for the account of any Customer or Customers. 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.
7. For the services provided under this Agreement, you shall receive a fee
calculated at the applicable annual rate set forth on Schedule B hereto
with respect to the average daily net asset value of each Fund's Shares
which are owned of record by you as nominee for Customers or which are
owned by Customers whose records, as maintained by such Fund or its
agent, designate you as the Customer's dealer of record, which fee will
be computed daily and paid monthly. The fee will not be paid with
respect to (i) Shares of a Fund sold by you and redeemed or repurchased
by the Trust or by us within seven business days of receipt of
confirmation of such sale, or (ii) a Customer if the amount of such fee
on an annual basis with respect to such Customer shall be less than
$1.00. The fee rate stated on Schedule B hereto may be prospectively
increased or decreased by us in our sole discretion, at any time upon
notice to you. Such fee shall be subject to the limitations on the
payment of asset-based sales charges that are set forth in Rule 2830 of
the NASD Conduct Rules.
8. Neither of us shall be liable to the other except for (a) acts or
failures to act which constitute a lack of good faith or negligence and
(b) 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, you
shall have the right to manage your own defense, including the
selection and engagement of legal counsel, and all costs of such
defense shall be borne by you.
2
3
9. 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 Disinterested Trustees of a Fund or by a vote
of a majority of the outstanding voting securities of a Fund on ten
days' written notice.
10. 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.
------------------------------
------------------------------
------------------------------
11. You represent and warrant 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 and
warrant 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.
12. 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 inure 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., GENERAL accepted:
PARTNER
---------------------------------
Company Name
By By
------------------------------------ ------------------------------
Name Date Name Date
----------------------- -------------------------
Title Title
3
4
Dated: As of ___________
Schedule A
to the
Shareholder Services Agreement
Shareholder Services
-------------------------------
In accordance with Section 3 of the Shareholder Services Agreement, you agree to
provide various types of distribution assistance and shareholder support
services that we may reasonably request with respect to Fund Shares that are
beneficially owned by your Customers. Such distribution assistance and
shareholder support services may include the following.
Distribution Assistance
-----------------------
Any activity which is principally intended to result in the marketing or sale of
Shares. Additionally, activities related to the distribution of Shares and
provision of service to Fund Shareholders, including (i) advertising by radio,
television, newspapers, magazines, brochures, sales literature, direct mail or
any other form of advertising; (ii) costs of printing prospectuses and other
materials to be given or sent to Customers; and (iii) such other similar
services as the Trustees of the Trust determine to be reasonably calculated to
result in the sale of Shares.
Shareholder Support Services
----------------------------
Personal service and/or maintenance of Shareholder accounts, which may include
among other things: providing necessary personnel and facilities to establish
and maintain certain Shareholder accounts and records; assisting in processing
purchase and redemption transactions; arranging for the wiring of funds;
transmitting and receiving funds in connection with Customer orders to purchase
or redeem Shares; verifying and guaranteeing Customer signatures in connection
with redemption orders, transfers among and changes in Customer designating
accounts; providing periodic statements showing a Customer's account balance
and, to the extent practicable, integrating such information with other Customer
transactions; furnishing periodic and annual statements and confirmations of all
purchase and redemptions of Shares in a Customer's account; transmitting proxy
statements, annual reports, and updating prospectuses and other communications
from the Funds to Customers; and providing such other services as the Funds or a
Customer reasonably may request, to the extent permitted by applicable statute,
rule or regulation.
A-1
5
Dated: As of ___________
Schedule B
to the
Shareholder Services Agreement
Compensation
-------------------------------
Annual rate of up to 25 one-hundredths of one percent (.25%) of the average
daily net asset value of each Fund's Class A Shares held of record by you from
time to time on behalf of Customers.*
Annual rate of up to 75 one-hundredths of one percent (.75%) 12b-1 fees, and up
to 25 one-hundredths of one percent (.25%) Shareholder Servicing fees of the
average daily net asset value of each Fund's Class B Shares held of record by
you from time to time on behalf of Customers.*
------------------
* All fees are computed daily and paid monthly.
B-1