SHAREHOLDER SERVICES AGREEMENT
[Name]
[Address]
[City, State, Zip]
Ladies and Gentlemen:
The Board of Directors of Advisor's Fund (the "Company"), an open-end
management investment company organized as a Kansas corporation and registered
with the Securities and Exchange Commission (the "SEC") under the Investment
Company Act of 1940 (the "1940 Act"), on behalf of the beneficial holders of
shares of common stock ("Shares") of each of the investment portfolios of the
Company (individually, a "Fund" and collectively, the "Funds"), have adopted a
Shareholder Services Plan for the Shares (the "Plan") which, among other things,
authorizes the Company to enter into this Agreement with you (the "Authorized
Firm"), concerning the provision of service activities to your clients, members,
or customers ("Customers") who may from time to time beneficially own such
Funds' Shares. The terms and conditions of this Agreement are as follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1 Reference is made to the prospectus for the Shares of each Fund
(individually, a "Prospectus" and collectively, the "Prospectuses") as
from time to time are effective under the Securities Act of 1933 (the
"1933 Act"). Terms defined therein and not otherwise defined herein are
used herein with the meaning so defined.
1.2 For purposes of determining the fees payable to you under Section 3, the
average daily net asset value of a Fund's Shares will be computed in the
manner specified in the Company's registration statement (as the same is
in effect from time to time) in connection with the computation of the net
asset value of such Fund's Shares for purposes of purchases and
redemptions.
2. SERVICES AS AUTHORIZED FIRM.
2.1 The Authorized Firm is hereby authorized and may from time to time
undertake to perform support services to Customers in connection with
investments in the Shares of a Fund, which services may include, but are
not limited to: the provision of personal, continuing services to
investors in each Fund; receiving, aggregating and processing purchase and
redemption orders; providing and maintaining retirement plan records;
communicating periodically with contractowners and answering questions and
handling correspondence from contractowners about their accounts; acting
as the sole shareholder of record and nominee for contractowners;
maintaining account records and providing beneficial owners with account
statements; processing dividend payments; issuing shareholder reports and
transaction confirmations; providing subaccounting services for Fund
shares held beneficially; forwarding shareholder communications to
beneficial owners; receiving, tabulating and transmitting proxies executed
by beneficial owners; [performing daily investment ("sweep") functions for
contractowners;] general account administration activities; and providing
such other similar services as the Company may reasonably request to the
extent the Authorized Firm is permitted to do so under applicable
statutes, rules, or regulations. Overhead and other expenses of the
Authorized Firm related to its "service activities," including telephone
and other communications expenses, may be included in the information
regarding amounts expended for such activities.
2.2 The Authorized Firm 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 the Authorized Firms's
business, or any personnel employed by the Authorized Firm) as may be
reasonably necessary or beneficial in order to provide such support
services with respect to a Fund's Shares.
2.3 The minimum dollar purchase of a Fund's Shares (including Shares being
acquired by Customers pursuant to any exchange privileges described in the
Fund's Prospectus) shall be the applicable minimum amount set forth in the
Prospectus of such Fund, and no order for less than such amount shall be
accepted by the Authorized Firm. The procedures relating to the handling
of orders shall be subject to instructions which the Company shall forward
from time to time to the Authorized Firm. All orders for a Fund's Shares
are subject to acceptance or rejection by the Company in its sole
discretion, and the Company may, in its discretion and without notice,
suspend or withdraw the sale of a Fund's Shares, including the sale of
such Shares to the Authorized Firm for the account of any Customer or
Customers.
2.4 In no transaction shall the Authorized Firm act as dealer for its own
account; the Authorized Firm shall act solely for, upon the specific or
pre-authorized instructions of, and for the account of, its Customers. For
all purposes of this Agreement, the Authorized Firm will be deemed to be
an independent contractor, and will have no authority to act as agent for
the Company or any dealer of the Shares in any matter or in any respect.
No person is authorized to make any representations concerning the Company
or a Fund's Shares except those representations contained in the Fund's
then-current Prospectus and Statement of Additional Information and in
such printed information as the Company may subsequently prepare.
2.5 The Authorized Firm and its employees will, upon request, be available
during normal business hours to consult with the Company or its designees
concerning the performance of the Authorized Firm's responsibilities under
this Agreement. Any person authorized to direct the disposition of monies
paid or payable pursuant to Section 3 of this Agreement will provide to
the Company's Board of Directors, and the Company's Directors will review
at least quarterly, a written report of the amounts so expended.
In addition, the Authorized Firm will furnish to the Company or its
designees such information as the Company or its designees may reasonably
request (including, without limitation, periodic certifications confirming
the rendering of support services with respect to Shares described
herein), and will otherwise cooperate with the Company and its designees
(including, without limitation, any auditors designated by the Company),
in the preparation of reports to the Company's Board of Directors
concerning this Agreement and the monies paid or payable pursuant hereto,
as well as any other reports or filings that may be required by law.
3. FEES.
3.1 In consideration of the costs and expenses of furnishing the services and
facilities provided by the Authorized Firm hereunder, and subject to the
limitations of applicable law and regulations, the Authorized Firm will be
compensated quarterly at an annual rate of up to but not more than 0.50%
of the average daily net assets of the Fund attributable to the Fund's
Shares which are attributable to or held in the name of the Authorized
Firm for its Customers.
3.2 The fee rate with respect to any Fund may be prospectively increased or
decreased by the Company, in its sole discretion, at any time upon notice
to the Authorized Firm.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1 By written acceptance of this Agreement, the Authorized Firm represents,
warrants, and agrees that: (i) the Authorized Firm will provide to
Customers a schedule of the services it will perform pursuant to this
Agreement and a schedule of any fees that the Authorized Firm may charge
directly to Customers for services it performs in connection with
investments in the Company on the Customer's behalf; and (ii) any and all
compensation payable to the Authorized Firm by Customers in connection
with the investment of their assets in the Company will be disclosed by
the Authorized Firm to Customers and will be authorized by Customers and
will not result in an excessive fee to the Authorized Firm.
4.2 The Authorized Firm agrees to comply with all requirements applicable to
it by reason of all applicable laws, including federal and state
securities laws, the Rules and Regulations of the SEC, including, without
limitation, all applicable requirements of the 1933 Act, the Securities
Exchange Act of 1934, the Investment Advisers Act of 1940, and the 1940
Act. The Company has furnished the Authorized Firm with a list of the
states or other jurisdictions in which the Company believes the Shares of
the Funds are qualified for sale, and the Authorized Firm agrees that it
will not purchase a Fund's Shares on behalf of a Customer's account in any
jurisdiction in which such Shares are not qualified for sale. The
Authorized Firm further agrees that it will maintain all records required
by applicable law or otherwise reasonably requested by the Company
relating to the services provided by it pursuant to the terms of this
Agreement.
4.3 The Authorized Firm agrees that under no circumstances shall the Company
be liable to the Authorized Firm or any other person under this Agreement
as a result of any action by the SEC affecting the operation or
continuation of the Plan.
5. EXCULPATION; INDEMNIFICATION.
5.1 The Company shall not be liable to the Authorized Firm and the Authorized
Firm shall not be liable to the Company except for acts or failures to act
which constitute lack of good faith or gross negligence and for
obligations expressly assumed by either party hereunder. Nothing contained
in this Agreement is intended to operate as a waiver by the Company or by
the Authorized Firm of compliance with any applicable law, rule, or
regulation.
5.2 The Authorized Firm will indemnify the Company and hold it harmless from
any claims or assertions relating to the lawfulness of the Authorized
Firm's participation in this Agreement and the transactions contemplated
hereby or relating to any activities of any persons or entities affiliated
with the Authorized Firm performed in connection with the discharge of its
responsibilities under this Agreement. If any such claims are asserted,
the Company shall have the right to manage its own defense, including the
selection and engagement of legal counsel of its choosing, and all costs
of such defense shall be borne by the Authorized Firm.
6. EFFECTIVE DATE; TERMINATION.
6.1 This Agreement will become effective with respect to each Fund on the date
of its acceptance by the Authorized Firm. Unless sooner terminated with
respect to any Fund, this Agreement will continue with respect to a Fund
until terminated in accordance with its terms, provided that the
continuance of the Plan is specifically approved at least annually in
accordance with the terms of the Plan.
6.2 This Agreement will automatically terminate with respect to a Fund in the
event of its assignment (as such term is defined in the 1940 Act). This
Agreement may be terminated with respect to any Fund by the Company or by
the Authorized Firm, without penalty, upon sixty days' prior written
notice to the other party. This Agreement may also be terminated with
respect to any Fund at any time without penalty by the vote of a majority
of the Company's Directors or a majority of the outstanding Shares of a
Fund on sixty days' written notice.
7. GENERAL.
7.1 All notices and other communications to either the Authorized Firm or the
Company will be duly given if mailed, telegraphed or telecopied to the
appropriate address set forth on page 1 hereof, or at such other address
as either party may provide in writing to the other party.
7.2 The Company may enter into other similar agreements for the provision of
Shareholder support services with any other person or persons without the
Authorized Firm's consent.
7.3 Upon receiving the consent of the Company, the Authorized Firm may, at its
expense, subcontract with any entity or person concerning the provision of
the services contemplated hereunder; provided, however, that the
Authorized Firm shall not be relieved of any of its obligations under this
Agreement by the appointment of such subcontractor and provided further,
that the Authorized Firm shall be responsible, to the extent provided in
Article 5 hereof, for all acts of such subcontractor as if such acts were
its own.
7.4 This Agreement supersedes any other agreement between the Company and the
Authorized Firm relating to support services in connection with a Fund's
Shares and relating to any other matters discussed herein. All covenants,
agreements, representations, and warranties made herein shall be deemed to
have been material and relied on by each party, notwithstanding any
investigation made by either party or on behalf of either party, and shall
survive the execution and delivery of this Agreement. The invalidity or
unenforceability of any term or provision hereof shall not affect the
validity or enforceability of any other term or provision hereof. The
headings in this Agreement are for convenience of reference only and shall
not alter or otherwise affect the meaning hereof. This Agreement may be
executed in any number of counterparts which together shall constitute one
instrument and shall be governed by and construed in accordance with the
laws (other than the conflict of laws rules) of the State of Kansas and
shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
7.5 It is expressly agreed that the obligations of the Company hereunder shall
not be binding upon any of the Directors, shareholders, nominees,
officers, agents or employees of the Company personally, but shall bind
only the property of the Company. The execution and delivery of this
Agreement have been authorized by the Directors, and this Agreement has
been signed and delivered by an authorized officer of the Directors,
acting as such, and neither such authorization by the Directors nor such
execution and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, but shall bind only the property of the Company as provided in
the Company's Articles of Incorporation.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below.
Advisor's Fund
By:
Title:--------------------------
The foregoing Agreement is hereby accepted:
[Authorized Firm]
By:
Title:
Date:
