[Letterhead of Cadre Institutional Investors Trust]
SHAREHOLDER SERVICING AGREEMENT
AGREEMENT made the ___ day of [month], 2001 by and between Cadre
Institutional Investors Trust, a Delaware business trust (the "Trust"), and
Cadre Securities, Inc. (the "Distributor").
Pursuant to the terms of this Agreement, the Trust retains the
Distributor to furnish, or to enter into agreements with dealers requiring such
dealers to furnish, certain shareholder services ("Services") to holders of
shares ("Shares") of CMG Advisor Series (the "Fund"), a series of the Trust.
1. FEE
(a) The Trust shall, on behalf of the Fund, pay the Distributor
quarterly a fee in an amount not to exceed the annual rate of 0.25% of the
average daily net assets of the Fund in order to reimburse the Distributor for
expenses incurred by it in connection with its provision of shareholder services
and its retention of securities dealers and other financial intermediaries that
the Distributor retains ("Dealers"), in connection with providing Services. The
Distributor will not make payments to any Dealer for services that exceed the
annual rate of 0.25% of the average daily net assets of the accounts for which
the Dealer provides Services ("Accounts").
(b) Amounts due to the Distributor hereunder shall be paid not more
than 30 days after the end of the applicable calendar quarter.
2. DUTIES
The Distributor will assist the Trust by providing, or by arranging for
Dealers to provide, the following Services to Fund shareholders:
(a) maintaining regular contact with shareholders having Accounts
and answering their inquiries concerning the Fund and their
Accounts;
(b) distributing sales and service literature provided by the
Distributor, particularly to the beneficial owners of Accounts
that may be registered in the Dealer's name (street name
accounts);
(c) establishing and maintaining shareholder accounts and records;
(d) effecting administrative changes on behalf of shareholders,
such as changing dividend options, account designations and
shareholder addresses;
(e) facilitating the transmission of purchase and redemption
requests for shareholders; and
(f) providing such other information and services as the Trust may
reasonably request.
The Distributor will enter into agreements with Dealers to provide
Services to their customers who own shares of the Fund. In performing its duties
hereunder, the Distributor will act, and it will require Dealers to act, in
accordance with the reasonable instructions and directions of the Board of
Trustees of the Trust, as may be given to the Distributor from time to time, and
will comply with the requirements of the Investment Company Act of 1940, as
amended (the "1940 Act"), and the rules thereunder and all other applicable
federal or state laws and regulations.
3. AMENDMENT
No provision of this Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, discharge or termination is brought.
4. LIMITATION OF LIABILITY
(a) The Distributor shall use reasonable care in performing its duties
under the Agreement and shall not be liable to the Fund or the Trust for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the performance of its obligations and duties under this
Agreement, except a loss resulting from the Distributor's willful misfeasance,
bad faith or gross negligence in the performance of such obligations and duties,
or by reason of its reckless disregard thereof. The Fund will indemnify the
Distributor against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not resulting from
the willful misfeasance, bad faith or gross negligence of the Distributor in the
performance of its obligations and duties under the Agreement or by reason of
its reckless disregard thereof. The Distributor will indemnify the Fund against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit not resulting from the willful misfeasance, bad
faith or gross negligence of the Fund in the performance of its obligations and
duties under the Agreement or by reason of its reckless disregard thereof.
(b) The Trust and the Distributor agree that the obligations of the
Trust under this Agreement shall not be binding upon any of the members of the
Board of Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Trust, individually, but are binding
only upon the assets and property of the Fund, as provided in the Declaration of
Trust.
5. EFFECTIVE PERIOD AND TERMINATION
The Agreement shall become effective on the date hereof and shall
continue for a period of two (2) years (the "Initial Term") from the effective
date of the Agreement, unless earlier terminated pursuant to its terms, and
shall continue in effect from year to year thereafter for successive terms of
one (1) year ("Renewal Term") each, provided that each such Renewal Term is
approved at least annually by the vote of a majority of the Board of Trustees of
the Trust, including the vote of a majority of Trustees who are not "interested
persons," as defined by the 1940 Act and the rules thereunder, of the Trust.
Either party may terminate this Agreement, without penalty, at any time
upon not less than sixty (60) days' prior written notice to the other party.
This Agreement shall terminate in the event of its assignment (as
defined in the 1940 Act and the rules thereunder) by the Distributor, unless the
Distributor shall have obtained prior written consent from the Trust.
6. REPORTS
The Distributor shall from time to time provide the Trust such
information and reports as the Trust may reasonably request to enable the Trust
to monitor and evaluate the Services provided by the Distributor hereunder.
7. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of
the State of New York, without reference to conflict of law principles, and by
the applicable provisions of the Act. To the extent that the laws of the State
of New York conflict with the Act, the latter shall control.
(b) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(c) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(d) This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters described herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CADRE INSTITUTIONAL INVESTORS TRUST, on
behalf of its series known as CMG
Advisor Series
By:
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Name:
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Title:
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CADRE SECURITIES, INC.
By:
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Name:
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Title:
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