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EXHIBIT 99.B (15)(c)
WATERHOUSE SECURITIES, INC.
MEMBER NEW YORK STOCK EXCHANGE - SIPC
CLEARING DIVISION
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - (▇▇▇) ▇▇▇-▇▇▇▇
OMNIBUS ACCOUNT SERVICES AGREEMENT
AGREEMENT entered into as of JULY 7, 1996, by and between ▇▇▇▇▇▇▇▇ RESEARCH
CORP.(▇▇▇▇▇▇▇▇), AS PRINCIPAL UNDERWRITER FOR FAIRPORT FUNDS. (FUNDS) and
Waterhouse Securities Inc., (WSI).
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
CLIENT-SHAREHOLDERS shall mean those clients of WSI who maintain an interest in
an omnibus account with the Funds registered in the name of "Waterhouse
Securities Inc." and who receive services from WSI under this Agreement.
FUNDS - See attached list.
In consideration of the mutual covenants herein contained, the parties agree as
follows:
1. WSI agrees to perform certain services for the Client-shareholders as more
particularly set forth below. WSI represents and warrants that it has and
will continue at all times to have the necessary facilities, equipment and
personnel to perform its services hereunder in a business like and
competent manner; systems to comply with any applicable laws, rules and
regulations related to the services to be provided under this Agreement,
including the maintenance and preservation of all records and registrations
required by any applicable laws, rules and regulations.
2. WSI represents and warrants that all Client-shareholders are aware that
they are transacting business with WSI and not ▇▇▇▇▇▇▇▇ or the Funds, and
that they will look only to WSI and not ▇▇▇▇▇▇▇▇ or the Funds for
resolution of problems or discrepancies in their accounts.
3. WSI agrees that it will establish with the Funds one or more omnibus
accounts registered in WSI's name for Client-shareholders in the Funds, and
will perform various services for the Client-shareholders in those
accounts, including without limitation: establishing and maintaining
records of Client-shareholders' accounts; processing purchase and
redemption transactions; confirming client-shareholder transactions;
answering routine client inquiries regarding the Funds; assistance to
clients in changing dividend options, account designations and addresses;
withholding taxes on non-resident alien accounts; disbursing income
dividends and capital gains distributions; reinvesting dividends and
distributions; preparing and delivering to Client-shareholders, and state
and federal authorities, including the United States Internal Revenue
Service, such information respecting dividends and distributions paid by
the Funds as may be required by law, rule or regulation; withholding on
dividends and
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distributions as may be required by state or Federal authorities from time
to time; and such other services as Fund may reasonably request.
4. WSI shall maintain all historical Client-shareholder records consistent
with requirements of all applicable laws, rules and regulations. Upon the
request of the Funds or ▇▇▇▇▇▇▇▇, WSI shall provide copies of written
communications regarding the Funds to or from such Client-shareholders, and
other materials. WSI shall make available (if requested) to the Funds
and/or ▇▇▇▇▇▇▇▇ the records or communications necessary to determine the
number of Client-shareholders in each WSI omnibus account. If, at any time,
the Funds or ▇▇▇▇▇▇▇▇ determines that WSI's practices, procedures or
controls are inadequate, written notice of such inadequacy shall be given
to WSI, and WSI shall have 15 days plus any additional time which the Fund
or ▇▇▇▇▇▇▇▇ may provide to correct its practices, procedures or controls.
In the event such practices, procedures or controls are not adequately
corrected by WSI, ▇▇▇▇▇▇▇▇ shall have the right to immediately terminate
this Agreement. Nothing in this Agreement shall impose upon Fund or
▇▇▇▇▇▇▇▇ the obligation to review WSI's practices, procedures and controls.
5. The official records of transactions of WSI's omnibus account and the
number of shares in such omnibus accounts shall be as determined by the
Funds transfer Agent, Fund/Plan Services, Inc. WSI shall be solely
responsible for any discrepancies between its omnibus accounts and the
Client-shareholder accounts and for the maintenance of all records
regarding the Client-shareholders, the Client-shareholders' transactions,
and the Client-shareholders' interest in the omnibus accounts.
6. WSI is solely responsible for the reconciliation of customer accounts with
its omnibus account at the Fund. If any such reconciliation indicates any
unexplained reconciling item or items, Fund agrees to assist WSI in
resolving any discrepancies.
7. ▇▇▇▇▇▇▇▇ and/or Fund/Plan Services, Inc as transfer Agent will have the
sole authority and responsibility under this Agreement for monitoring the
issuance of securities of the Funds with a view to preventing unauthorized
issuance, registering the transfer of securities of the Funds, exchanging
or converting securities of the Funds or transferring record ownership of
securities of the Funds by bookkeeping entry without physical issuance of
securities certificates of the Funds. While WSI will provide the services
to its Client-shareholders as described in this Agreement, WSI will not
engage in monitoring the issuance of securities of the Funds with a view to
preventing unauthorized issuance, registering the transfer of securities of
the Funds, exchanging or converting securities of the Funds, or
transferring record ownership of securities of the Funds by bookkeeping
entry without physical issuance of securities certificates of the Funds.
8. ▇▇▇▇▇▇▇▇ represents and warrants that it will not use any information
relating to Client-shareholders received pursuant to this knowingly
Agreement to solicit or otherwise attempt to sell products to
Client-shareholders.
9. For the services and facilities described in agreement ▇▇▇▇▇▇▇▇ will pay a
fee to WSI after the end of each month at the annual rate applicable to the
average aggregate daily net asset value
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of shares of the Funds in accounts for which WSI provides services. The
initial terms, conditions and amounts of such payments are set forth in
Schedule A. In computing WSI's fee, one-twelfth of the applicable fee rate
set forth in Schedule A shall be applied to the average aggregate daily net
asset value of shares of the applicable Funds in accounts for which WSI
provides services for the month in question. Each month's fee shall be
determined independently of every other month's fee. For the month in which
this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the Agreement
is in effect during the month. Except as otherwise agreed in writing with
▇▇▇▇▇▇▇▇ or the Funds with respect to specific expenditures by WSI, WSI
shall be solely responsible for all costs and expenses of providing
services under this Agreement.
10. With regard to all the services provided to its Client-shareholders by WSI,
WSI is an independent contractor, is solely responsible for its actions or
inactions, and is not and does not have authority to act as an agent of
▇▇▇▇▇▇▇▇ or the Funds. WSI is solely responsible to its Client-shareholders
and agrees that at all times, including after termination of this
Agreement, it will be responsible for all complaints and inquiries from its
Client-shareholders relating to WSI's actions or inactions under this
Agreement or relating to the Client-shareholders' accounts during the
period in which this Agreement was in effect.
11. ▇▇▇▇▇▇▇▇ will be responsible for any loss, claim demand or liability
arising from a material error or omission contained in the Funds'
prospectuses provided that the error or omission was not a result of
information provided by WSI. This Paragraph shall survive the termination
of the Agreement.
12. WSI shall provide such security as is necessary to prevent unauthorized use
of any online computer facilities (if applicable).
13. WSI acknowledges that ▇▇▇▇▇▇▇▇ may enter into similar agreements with
others without the consent of WSI.
14. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be affected
thereby.
15. This Agreement supersedes all prior services agreements between the parties
relating to the Funds except a Dealer Agreement, if any.
16. This agreement shall become effective as of the date it is accepted by WSI,
and will continue in effect until terminated, which may be at any time, in
writing upon sixty (60) days prior notice by either party to the other;
provided, that WSI shall be entitled to receive all Fees it has earned up
to and including the effective date of the termination. In addition, this
Agreement may be terminated at any time as to any Fund, without the payment
of any penalty by the vote of a majority of the members of the Board of
Trustees of the Funds who are not interested persons of the Funds and have
no direct or indirect financial interest in the operation of the Plan or in
any related agreements to the
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plan ("Disinterested Trustees") or by a majority of the outstanding voting
securities of the Funds on not more than sixty (60) days written notice to
the parties to this Agreement.
17. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.
18. Whenever notice is required under this Agreement, it shall be given in
writing by registered mail to ▇▇▇▇▇▇▇▇ at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇; and to WSI at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇,
attention, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, EXECUTIVE VICE PRESIDENT.
19. WSI shall prepare such quarterly reports for ▇▇▇▇▇▇▇▇ as shall reasonably
be requested by ▇▇▇▇▇▇▇▇.
20. No person is authorized to make any representations concerning the Funds of
their Shares except those contained in the current prospectus of the Funds
and any such information as may be officially designated as information
supplemental to the prospectus.
21. This agreement is a related agreement under the funds' Distribution and
Shareholder Service Plan (the "Plan").
22. This agreement will terminate automatically in the event of its assignment
as defined in the Investment Company Act of 1940, or upon the termination
of the Distribution Agreement between the Funds And ▇▇▇▇▇▇▇▇.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
their respective corporate seals to be affixed as of the date first above
written by their respective officers hereunto duly authorized.
ATTEST: ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President President
ATTEST: WSI
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
First Vice President Executive Vice President
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OMNIBUS ACCOUNT SERVICE AGREEMENT
List of participating funds:
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Fairport Growth & Income Fund # 580
Fairport Government Securities Fund # 581
Fairport Midwest Growth Fund # 582
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OMNIBUS ACCOUNT SERVICES AGREEMENT
Schedule A
Fee payable to Waterhouse Securities Inc. is based on the average aggregate
daily net asset value of shares of the Funds included in this agreement.
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Net Asset Value Rate
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Less than $50,000,000 0.0025
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Less than $100,000,000 0.0025
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Greater than $100,000,000 0.0025
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