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Exhibit (9)(j)
THE SESSIONS GROUP
(the "Group")
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
SERVICING AGREEMENT
to
ADMINISTRATIVE SERVICES PLAN
Ladies and Gentlemen:
We wish to enter into this Servicing Agreement with you concerning the
provision of administrative support services to your customers who may from time
to time be the record or beneficial owners of shares (such shares referred to
herein as the "Shares") of one or more of the Group's investment portfolios
(individually, a "Fund" and collectively, the "Funds"), which are listed on
Appendix A.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide administrative support services to your
customers who may from time to time own of record or beneficially a Fund's
Shares. Services provided may include some or all of the following: (i)
processing dividend and distribution payments from a Fund on behalf of
customers; (ii) providing periodic statements to your customers showing their
positions in the Shares; (iii) arranging for bank wires; (iv) responding to
routine customer inquiries relating to services performed by you; (v) providing
sub-accounting with respect to the Shares beneficially owned by your customers
or the information necessary for sub-accounting; (vi) if required by law,
forwarding shareholder communications from a Fund (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to your customers; (vii) forwarding to customers proxy
statements and proxies containing any proposals regarding this Agreement or the
Administrative Services Plan related hereto; (viii) aggregating and processing
purchase, exchange, and redemption requests from customers and placing net
purchase, exchange, and redemption orders for your customers; (ix) providing
customers with a service that invests the assets of their accounts in the Shares
pursuant to specific or pre-authorized instructions; (x) establishing and
maintaining accounts and records relating to transactions in the Shares; (xi)
assisting customers in changing dividend or distribution options, account
designations and addresses; or (xii) other similar services if requested by the
Group.
Section 2. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or
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beneficial in order to provide the aforementioned services to customers.
Section 3. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning the Group, a Fund or its
Shares except those contained in our then current prospectus for such shares,
copies of which will be supplied by BISYS Fund Services Limited Partnership dba
BISYS Fund Services ("BISYS"), the Group's distributor and administrator, to
you, or in such supplemental literature or advertising as may be authorized by
the Group in writing.
Section 4. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for the
Group in any matter or in any respect. By your written acceptance of this
Agreement, you agree to and do release, indemnify and hold us harmless from and
against any and all direct or indirect liabilities or losses resulting from
requests, directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of the Shares by or on behalf of customers.
You and your employees will, upon request, be available during normal business
hours to consult with the Group or its designees concerning the performance of
your responsibilities under this Agreement.
Section 5. In consideration for the services and facilities provided by
you hereunder, the Group will pay to you, and you will accept as full payment
therefor, the following fee at an annual rate calculated as a percentage of the
average daily net assets of a Fund's Shares owned of record or beneficially by
your customers from time to time for which you provide services hereunder, which
fee will be computed daily and payable monthly: 0.10% of a Fund's assets up to
$150 million; 0.08% of a Fund's next $100 million of assets; and 0.06% of a
Fund's assets of $250 million or more. The fee rate stated above may be
prospectively increased or decreased by the Group, in its sole discretion, at
any time upon notice to you. Further, the Group may, in its discretion and
without notice, suspend or withdraw the sale of such Shares, including the sale
of such Shares to you for the account of any customer(s).
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Group pursuant to this Agreement will provide to the
Group's Board of Trustees, and the Trustees will review, at least quarterly, a
written report of the amounts so expended and the entities to whom such
expenditures were made. In addition, you will furnish the Group or its designees
with such information as the Group or its designees may reasonably request
(including, without limitation, periodic certifications confirming the provision
to customers of some or all of the services described herein), and will
otherwise cooperate with the Group and its designees (including, without
limitation, any auditors designated by the Group), in connection with the
preparation of reports to the
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Group's Board of Trustees concerning this Agreement and the monies paid or
payable by the Group pursuant hereto, as well as any other reports or filings
that may be required by law.
Section 7. We may enter into other similar Servicing Agreements with
any other person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
the Group; (ii) the compensation payable to you hereunder, together with any
other compensation you receive from customers for services contemplated by this
Agreement, will be fully disclosed to your customers, and will not be excessive
or unreasonable under the laws and instruments governing your relationships with
your customers; and (iii) if you are subject to the provisions of the
Xxxxx-Xxxxxxxx Act and other laws governing, among other things, the conduct of
activities by federally chartered and supervised banks and other affiliated
banking organizations, you will perform only those activities which are
consistent with your statutory and regulatory obligations and will act solely as
agent for, upon the order of, and for the account of, your customers.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Group or its designee. This
Agreement may be terminated at any time, without the payment of any penalty with
respect to a Fund by the vote of a majority of the members of the Board of
Trustees of the Group and who have no direct or indirect financial interest in
the operation of the Administrative Servicing Plan or in any related agreements
to the Administrative Servicing Plan ("Disinterested Trustees") or by a majority
of the outstanding voting securities of that Fund on not more than sixty (60)
days written notice to the parties to this Agreement.
Section 10. All notices and other communications to either you or the
Group will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address shown given in this
Agreement.
Section 11. This Agreement will be construed in accordance with the
laws of the State of Ohio and is non-assignable by the parties hereto.
Section 12. This Agreement, or form thereof, has been approved by vote
of a majority of (i) the Group's Board of Trustees and (ii) the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting on such
approval.
Section 13. The Sessions Group is a business trust organized under
Chapter 1746, Ohio Revised Code and under a Declaration of Trust, to which
reference is hereby made and a copy of which is on
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file at the office of the Secretary of State of Ohio as required by law, and to
any and all amendments thereto so filed or hereafter filed. The obligations of
"The Sessions Group" entered into in the name or on behalf thereof by any of the
Trustees, officers, employees or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, officers, employees,
agents or shareholder of the Group personally, but bind only the assets of the
Group, as set forth in Section 1746.13(A), Ohio Revised Code, and all persons
dealing with any of the Funds of the Group must look solely to the assets of the
Group belonging to such Fund for the enforcement of any claims against the
Group.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to the Group's designee, BISYS Fund Services Limited Partnership dba BISYS Fund
Services, c/o Xxxx Xxxxxxxxx at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
BISYS Fund Services, as the Group's designee, will notify the
_______________ of National Financial Services Corporation concerning any future
operational changes pertaining to this Agreement.
Very truly yours,
THE SESSIONS GROUP
By: ____________________________________
(name) (title)
Date:
Accepted and Agreed to:
NATIONAL FINANCIAL SERVICES CORPORATION
By: ____________________________________
(authorized officer) (title)
Date:
________________________________________
Taxpayer Identification Number
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APPENDIX A
TO SERVICING AGREEMENT FOR ADMINISTRATIVE SERVICING PLAN
FOR THE SESSIONS GROUP
The KeyPremier Prime Obligations Money Market Fund
The KeyPremier U.S. Treasury Obligations Money Market Fund
THE SESSIONS GROUP
By: ___________________________
(name) (title)
Dated: ________________________
NATIONAL FINANCIAL
SERVICES CORPORATION
By: ___________________________
(name) (title)
Dated: _______________________
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