EXHIBIT 99.B9-2
EXHIBIT 23(F)(2)
SERVICE AGREEMENT
SERVICE AGREEMENT
This AGREEMENT is entered into between ________________ ("Servicer")
and InterSecurities, Inc. ("Distributor") (collectively, "Parties"), effective
as of _____________, _____.
WHEREAS, Distributor is a broker-dealer registered with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 ("1934
Act") and a member of the National Association of Securities Dealers, Inc.
("NASD");
WHEREAS, Distributor is the principal underwriter for certain open-end
investment companies registered with the SEC under the Investment Company Act of
1940, as amended ("1940 Act"), and which are set forth in Schedule A attached
hereto ("Funds"), pursuant to an Underwriting Agreement between each Fund and
Distributor;
WHEREAS, each Fund offers for sales shares of the Fund, which may
include shares issued in separate series or classes ("Shares");
WHEREAS, certain of the Funds have adopted a plan of distribution
pursuant to Rule 00x-0 xxxxx xxx 0000 Xxx ("Xxxx") with respect to Shares and
approved the form of this Agreement pursuant to Rule 12b-1;
WHEREAS, Servicer desires to make it possible for its customers and
clients ("Investors) to purchase Shares and to act as the Investors' agent in
performing certain administrative support services in connection with purchases
and redemptions of Shares from time to time upon the order and for the account
of the Investors and to provide related services to the Investors in connection
with investments in the Funds ("Services'); and
WHEREAS, Distributor desires to retain Servicer to furnish the
Services;
NOW THEREFORE, in consideration of the foregoing and the mutual
premises and covenants herein contained, which consideration is full and
complete, Distributor and Servicer mutually agree as follows:
1. Appointment. Distributor hereby appoints Servicer to render the
Services set forth in Paragraph 2 of this Agreement with respect to Investors.
Servicer accepts such appointment and, while this Agreement is in force, shall
render the Services and the obligations set forth herein for the compensation
herein provided. Servicer's appointment hereunder is non-exclusive, and the
Parties recognize and agree that, from time to time, Distributor may enter into
service agreements with other entities. Servicer shall prepare such quarterly
reports in connection with such Services as Distributor may reasonably request.
2. Services to be Provided. The Services to be provided by Servicer
pursuant to Paragraph 1 of this Agreement may include, but are not limited to,
the following Services:
(a) maintaining account records and providing subaccounting for
Investors that become shareholders of one or more of the Funds
("Shareholders");
(b) transmitting promptly Shareholder orders to purchase, redeem, and
exchange Shares;
(c) transfer and receipt of funds for the purchase and redemption of
shares, and confirming and reconciling all such transactions;
(d) review of activity in Shareholders' Fund accounts;
(e) assisting Investors or Shareholders to complete application forms
and designate and update dividend options, account designations and
mailing addresses;
(f) maintaining and distributing current copies of the Funds
prospectuses and semi-annual reports;
(g) transmitting proxy statements on behalf of the Funds and
receiving, tabulating and transmitting to the Funds proxies
executed by Shareholders with respect to meeting of Shareholders;
(h) advertising and otherwise informing Investors of the availability
of Shares;
(i) providing assistance and review in designating materials relating
to the Funds to distribute to Investors and developing methods of
making such materials accessible to Investors and potential
Investors;
(j) responding to inquiries from Shareholders and Investors regarding
various matters relating to the Funds;
(k) providing, or assisting the Funds in obtaining, information from
Shareholders required by the Funds in connection with the
establishment of Fund accounts and the purchase of Shares;
(l) taking reasonable steps to ensure that taxpayer identification
numbers provided by Shareholders are correct and providing
Distributor with timely written notice of any failure to obtain
such correct taxpayer identification numbers; and
(m) providing such other services as may be agreed upon from time to
time and as may be permitted by applicable statutes, rules and
regulations.
Regardless of whither the Servicer is permitted or required to become a
member of the NASD, Servicer shall perform the foregoing in accordance with NASD
Conduct Rule 2830. The Services set forth above are illustrative. Servicer is
not required to perform each Service and may at any time perform either more or
fewer Services than described above as Servicer shall deem appropriate under the
circumstances.
3. EXPENSES. During the term of this Agreement, Servicer shall pay all
expenses incurred by it in connection with Services provided pursuant to this
Agreement, except out-of-pocket expenses incurred by Servicer in connection with
the transmittal of proxy materials to Shareholders and the tabulation and
submission to a Fund of proxies executed by Shareholders, for which Servicer may
obtain reimbursement from that Fund or its agent.
4. COMPENSATION. For the Services provided and the expenses assumed by
Servicer pursuant to this Agreement, Distributor shall pay Servicer the
compensation as set forth in Schedule B, attached hereto. Payment of this
compensation or the terms thereof may be modified or terminated at any time by
Distributor sending a new Schedule B to Servicer.
5. PURCHASES AND REDEMPTION OF SHARES.
(a) Orders received from Servicer for the purchase of Shares shall be
accepted by Distributor through Idex Investor Services, Inc.
("Transfer Agent"), only at the public offering price applicable to
each order as set forth in the then current prospectus and
statement of additional information (collectively, "Prospectus") of
the applicable fund. The procedure relating to the handling of
orders shall be in accordance with oral or written instructions
that Distributor, Transfer Agent or the Fund shall forward to
Servicer from time to time. Payments for Shares ordered from
Distributor must be received together with Servicer's order and
shall be made as specified in the applicable Fund's Prospectus. If
payment for any purchase order is not received in accordance with
the terms of the applicable Fund's Prospectus, Distributor reserves
the right, without notice, to cancel the sale and to hold Servicer
responsible for any loss sustained as a result thereof. All orders
are subject to acceptance or rejection, in their sole discretion,
by Distributor, the Fund or by the Transfer Agent acting on behalf
of Distributor and the Fund, and orders shall be effective only
upon confirmation by Distributor, the Fund, or the Transfer Agent.
Servicer shall place orders for Shares in accordance with the
minimum initial and subsequent purchase requirements
as set forth in the Prospectus of the Fund. Distributor reserves
the right in its discretion and without notice to Servicer to
reject any purchase request, suspend sales, or withdraw the
offering of Shares.
(b) Servicer shall in no event place orders for Shares unless it has
already received purchase orders from Investors for such Shares at
the applicable public offering price as set forth in the Prospectus
of the applicable Fund and subject to the terms thereof. Servicer
shall not offer or sell any Shares except under circumstances that
will result in compliance with all applicable federal and state
securities laws, and that in connection with sales and offers to
sell Shares, Servicer shall furnish to each person to whom any such
sale or offer is made, at or prior to the time of the offering or
sale, a copy of the then current prospectus of the applicable Fund
and, if requested, the then current statement of additional
information of the Fund. Distributor shall supply Servicer with
reasonable quantities of prospectuses, statements of additional
information, supplemental sales literature, periodic reports and
proxy solicitation materials of the Funds upon request.
CHECK SECTION 5(C)(1) OR 5(C)(2), WHICHEVER IS APPLICABLE:
___(c)(1) Servicer shall make Shares available to Investors on a fully
disclosures basis, wherein Distributor shall confirm purchases and
redemptions directly to Investors as recordholders of the Shares
and the Transfer Agent will maintain records for each such
Investor. Servicer shall assist Distributor in obtaining all
information Distributor or the Funds may reasonably request in
connection with the Investors purchase and redemption of Shares.
Servicer hereby represents and warrants that it will have full
right, power and authority to effect transactions in Shares of the
Funds on behalf of Investors for whom it effects such
transactions.
___(c)(2) Servicer shall make Shares available to Investors on an "omnibus"
basis, wherein Servicer shall be the recordholder of the Shares and
will be responsible for subaccounting and the confirmation of
purchases and redemptions by the Investors. The Fund, at the
request of regulatory authorities having jurisdiction over it, may
request, may request, in such event, Servicer shall furnish to that
Fund, a list of all Shareholders' accounts maintained by Servicer,
showing each account name, address and shareholding. Servicer shall
provide Distributor or the Fund with such other information as they
may reasonably request, including the location by state of Shares
sold. All information provided by Servicer to Distributor shall be
accurate and complete. Servicer hereby represents and warrants that
it will have full right, power and authority to effect transactions
in Shares of the Fund on behalf of Investors for whom it effects
such transactions.
(d) Servicer shall offer and sell Shares only in states and
jurisdictions in which the Shares are registered and qualified for
sale or otherwise permitted to be offered and sold under, or are
exempt from the requirements of, the respective securities laws of
such states and jurisdictions. Distributor shall keep Servicer
fully informed with respect to the states and jurisdictions so
permitted, qualified or exempt; however, Distributor assumes no
responsibility or obligation as to Servicer's right to make
available Shares in any state or jurisdiction.
(e) Orders received from Servicer for the redemption of Shares shall be
executed through the Transfer Agent only at the public offering
price applicable to each order set forth in the Prospectus of the
applicable fund and subject to the terms thereof.
(f) Exchanges (i.e., the investment of the proceeds from the
liquidation of the Shares of one fund in the Shares of another
fund) shall be made by Servicer subject to an in accordance with
the Prospectus of the applicable fund.
6. INDEMNIFICATION. Servicer agrees to indemnify and hold harmless
Distributor, the Fund and the Transfer Agent, and their respective subsidiaries,
affiliates, officers, trustees, directors, agents and employees against any and
all direct and indirect claims, damages, liabilities, losses, expenses or costs
(including any legal or other expenses incurred in connection with investigating
or defending any such claim, damage, liability or loss) to which any of them
become subject arising from, related to, or otherwise connected with: (1) any
breach by Servicer of any provision of this Agreement; (2) any action or
omission of Distributor or the Fund in reliance upon oral, written or
electronically transmitted communication given by or on behalf of Servicer which
Distributor or the Fund believes to be genuine; and (3) any act or failure to
act by Servicer. This Paragraph 6 shall survive the termination of this
Agreement.
7. INFORMATION PERTAINING TO THE SHARES. Servicer and its officers,
employees and agents shall not (a) make any representation, or furnish to any
person any information, relating to the funds or its Shares that is inconsistent
in any respect with the information contained in the Prospectus of the Fund (as
amended or supplemented) or any printed material provided to Servicer by
Distributor or the Fund, or (b) cause any written materials to be used in
connection with sale of Shares or any advertisement to be published in any
newspaper, broadcast by television, radio or other means, or posted in any
public place without the prior written consent of Distributor.
8. STATUS OF SERVICER.
(a) The signing of this Agreement and the purchase of Shares pursuant
hereto is a representation by Servicer that is duly organized and validly
existing in good standing under the laws of the jurisdiction in which it is
organized and that it is either (i) a "bank" as that term is defined by Section
3(a)(6) of the 1934 Act, or (ii) a member in good standing with the NASD and a
broker-dealer registered under the 1934 Act affiliated with a bank.
