Servicing Agreement Relating to Class B Shares of Certain
Concert Investment Series Mutual Funds
Dear Sir:
This Amended and Restated Servicing Agreement (the "Agreement")
between PFS Distributors, Inc. ("Administrative Broker"), an
indirect subsidiary of Citigroup Inc., defines the services to be
provided by PFS Investments Inc. ("Dealer") for Class B shares for
which Dealer may receive payment pursuant to the Class B
Distribution Plan (hereinafter referred to as the "Plan") adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"Act") by the Emerging Growth Fund, Growth Fund, Growth and Income
Fund, Government Fund, International Equity Fund and Municipal Bond
Fund (the "Funds") of Concert Investment Series (the "Trust").
Each such Fund has acted severally and not jointly in adopting the
Plan and the Agreement and hereinafter is referred to severally as
the "Fund". The Plan and the Agreement have been approved by a
majority of the Trustees including a majority of the Trustees who
are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or any
related agreements (the "non-interested Trustees"), cast in person
at a meeting called for the purpose of voting on the Plan. Such
approval included a determination that in the exercise of their
reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders. The Plan has also been approved by a vote of
a majority of the Fund's outstanding Class B voting securities, as
defined in the Act.
1. To the extent you provide servicing and maintenance of
Customers' accounts who may from time to time,
directly or beneficially own shares of the Funds,
including but not limited to, distributing
prospectuses and sales literature, answering routine
Customer inquires regarding the Fund, assisting
Customers in changing dividend options, account
designations and addresses, and in enrolling into the
pre-authorized check plan, systematic withdrawal plan
or any of several tax sheltered retirement plans
offered in connection with the purchase of shares in
the case of those Funds offering such Plans, assisting
in the establishment and maintenance of customer
accounts and records and in the processing of purchase
and redemption transactions, investing dividends and
capital gains distributions automatically in shares
and providing such other services as the Fund or the
Customer may reasonably request ("service
activities"), we shall pay you at least quarterly a
fee for Class B shares as indicated in each Fund's
then current Prospectus based on the net asset value
of Class B shares of the Fund. Such fee will be
payable only so long as the Plan remains in effect.
You understand and agree that you shall not be paid
such quarterly fee until we are in receipt of the
service fee described in the Fund's then current
Prospectus for the period in which you provide the
services described above, and our liability to you for
the payment of such quarterly fee is limited to the
proceeds of that Fund's service fee. No such
quarterly fee will be paid to you with respect to
shares purchased by you and redeemed or repurchased by
the Fund or by us as Agent within seven (7) business
days after the date of our confirmation of such
purchase. No such fee shall be payable with respect
to shares purchased at net asset value without a sales
charge by investors of the classes described in the
Fund's Prospectus pursuant to Rule 22d-1 under the Act
other than classes of net asset value categories
pursuant to Rule 22d-1 as may from time to time be
approved by the Fund. For purposes of this Agreement,
"service activities" shall mean activities covered
by the definition of "service fee" contained in Rule
2830 of the Conduct Rules of the National Association
of Securities Dealers, Inc.
2. By accepting such fee you agree to assign a
representative to each account, to require such
representative to contact the Customer regularly and
to pay at least a portion of such fee to such
representative. Additionally, you understand that
Administrative Broker will monitor service levels
which you provide to your Customers pursuant to this
agreement and that consistently low levels of service
will result in non-payment of the fee.
3. You agree to use your best efforts to support the
asset value of the Fund to the extent consistent with
the suitability requirements of your Customer. You
understand that Administrative Broker will monitor
levels of redemption and that redemption levels
consistently above those dictated by market conditions
will result in non-payment of the fee.
4. This Agreement does not require Dealer to hold Fund
shares in street name or to provide shareholder
accounting and record keeping services for any
Customers who are beneficial owners of Fund shares.
5. You shall furnish us and the Fund with such
information as shall reasonably be requested by either
the Trustees of the Fund or by us with respect to the
fees paid to you pursuant to this Agreement.
6. We shall furnish to the Trustees of the Fund, for
their review on a quarterly basis, a written report of
the amounts expended under the Plan by us and the
purposes for which such expenditures were made.
7. Neither you nor any of your employees or agents are
authorized to make any representation concerning
shares of the Fund except those contained in the then
current Prospectus for the Fund, and you shall have no
authority to act as agent for the Fund, for the Fund's
distributor or for Administrative Broker.
8. This Agreement may be terminated with respect to any
Fund at any time without payment of any penalty by the
vote of a majority of the non-interested Trustees or
by a vote of a majority of the Fund's outstanding
Class B shares, on sixty (60) days written notice. It
will be terminated by any act which terminates either
the Fund's Distribution Agreement with the Fund's
distributor or the Selling Agreement between Dealer
and us and shall terminate automatically in the event
of its assignment as the term is defined in the Act.
9. The provisions of the Distribution Agreement between
the Fund and the Fund's distributor, insofar as they
relate to the Plan, are incorporated herein by
reference. This Agreement shall become effective upon
execution and delivery hereof and shall continue in
full force and effect so long as the continuance of
the Plan and this related Agreement are approved at
least annually by a vote of the Trustees, including a
majority of the non-interested Trustees, cast in
person at a meeting called for the purpose of voting
thereon. All communications to us should be sent to
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇. ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇. Any notice to you shall be duly given if
mailed or telegraphed to you at the address specified
by you below.
10. The Declaration of Trust establishing Concert
Investment Series, a copy of which, together with all
amendments thereto (the "Declaration"), is on file
in the office of the Secretary of the Commonwealth of
Massachusetts, provides that the name of the Trust
refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or
personally; and no Trustee, shareholder or officer of
said Trust shall be held to any personal liability,
nor shall resort be had to their private property for
the satisfaction of any obligation or claim or
otherwise in connection with the affairs of said
Trust, but only the assets and property of the Trust,
or of the particular series of the Trust in question,
as the case may be, shall be liable. All obligations
under this Agreement shall apply only on a Fund by
Fund basis and the assets of one Fund shall not be
liable for the obligations of any other Fund.
11. This Agreement shall be construed in accordance with
the laws of the State of Georgia.
PFS DISTRIBUTORS, INC.
By: _______________________________ Date: July
, 1998
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
ACCEPTED:
PFS INVESTMENTS INC.
a Georgia corporation
By: ________________________________ Date: July
, 1998
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
u:/users/general/forms/agreemt/servagr.
