1
EXHIBIT (15)(B)
2
RULE 12B-1 AGREEMENT
THE CARDINAL GROUP
This Agreement is made this 18th day of June, 1993, between The
Cardinal Group, an Ohio business trust (the "Group"), and The Ohio Company, and
Ohio corporation (the "Company"), the distributor of shares of beneficial
interest ("Shares") of each of the investment portfolios and any additional
portfolios of the Group, as each are or will be identified in Schedule A hereto
(such investment portfolios and any additional portfolios individually referred
to herein as a "Fund" and collectively as the "Funds"). In consideration of
the mutual covenants hereinafter contained, it is hereby agreed by and between
the parties hereto as follows:
1. The Group hereby appoints the Company to render shareholder
support services to the Funds and their shareholders. Shareholder support
services may include, but are not limited to, answering shareholder questions
concerning the Funds, providing information to shareholders on their
investments in the Funds and providing such personnel and communication
equipment as is necessary and appropriate to accomplish such matters, and
providing such other services as the Group, on behalf of the Funds, may
reasonably request.
2. The Company agrees to release, indemnify and hold harmless the
Funds, the Group and the Funds' custodian from any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by the Company, its officers, employees or agents regarding the purchase,
redemption, transfer or registration of Shares for accounts of the Company, its
clients and shareholders.
3. The Group will pay the Company such fees as are set forth in
Schedule B hereto. The Company represents and warrants that its investments in
a Fund's Shares will be made in accordance with the Employee Retirement Income
Security Act of 1974 and any similar laws or regulations, including, but not
limited to, Prohibited Transaction Class Exemption 77-4, as may be modified,
supplemented or superseded from time to time.
4. The Group and the Company each acknowledge that either party
may enter into similar agreements with others without the consent of the other
party.
5. The Company shall prepare such quarterly reports for the Group
as shall reasonably be requested by the Group.
6. No person is authorized to make any representations concerning
a Fund or its Shares except those contained in the current prospectus of such
Fund, any such information as may be officially designated as information
supplemental to the prospectus, and advertising, sales literature and other
material approved by the Group.
3
7. This Agreement is a related agreement under the Group's
Distribution and Shareholder Service Plan (the "Plan").
8. This Agreement may be terminated at any time as to a Fund,
without the payment of any penalty by the vote of a majority of the members of
the Board of Trustees of the Group who are not interested persons of the Group
and have no direct or indirect financial interest in the operation of the Plan
or in any related agreements to the Plan ("Disinterested Trustees") or by a
majority of the outstanding voting securities of the Group on not more than
sixty (60) days written notice to the parties to this Agreement.
9. 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 Group and the Company.
THE CARDINAL GROUP
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Dated: June 18, 1993 By /s/ Xxxx X. Xxxxxxxx
------------------------------
Xxxx X. Xxxxxxxx, President
THE OHIO COMPANY
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Dated: June 18, 1993 By /s/ H. Xxxxx Xxxxx
------------------------------
H. Xxxxx Xxxxx, Senior
Executive Vice President
- 2 -
4
Dated: January __, 1996
SCHEDULE A
TO THE RULE 12B-1 AGREEMENT
BETWEEN THE CARDINAL GROUP AND THE OHIO COMPANY
June 18, 1993
Name Date
---- ----
Cardinal Balanced Fund June 18, 1993
Cardinal Aggressive Growth Fund June 18, 1993
The Cardinal Fund January __, 1996
Cardinal Government Obligations Fund January __, 1996
THE CARDINAL GROUP
By
--------------------------------
Xxxxx X. Xxxxxx President
THE OHIO COMPANY
By
--------------------------------
H. Xxxxx Xxxxx, Senior
Executive Vice President
- 3 -
5
SCHEDULE B
TO RULE 12B-1 AGREEMENT BETWEEN
THE CARDINAL GROUP AND THE OHIO COMPANY
June 18, 1993
With respect to the Funds listed in Schedule A, The Cardinal Group
will pay The Ohio Company (the "Company") a monthly fee computed at the annual
rate of 0.25% of the average aggregate net asset value of shares of each Fund
held during the period in the accounts for which the Company provides services
under the Rule 12b-1 Agreement.
For the monthly period in which the Rule 12b-1 Agreement becomes
effective or terminates, there shall be an appropriate proration on the basis
of the number of days that the Rule 12b-1 Agreement is in effect during the
period.
- 4 -
