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EXHIBIT 9b
SERVICING ORGANIZATION AGREEMENT
SERVICE ORGANIZATION AGREEMENT, dated as of November 25,
1996, by and between INTRUST FUNDS Trust (the "Trust"), a Delaware business
trust, and __________________________ (the "Financial Institution"), as a
shareholder servicing agent hereunder (the "Agent") relating to transactions in
shares of capital stock, $.001 par value (the "Shares"), of any of the existing
investment portfolios offered by the Trust (the "Funds"). In the event that
the Trust establishes one or more portfolios other than the Funds with respect
to which it decides to retain the Financial Institution hereunder, the Trust
shall promptly notify the Financial Institution in writing. If the Financial
Institution is willing to render such services, it shall notify the Trust in
writing whereupon such portfolio shall become a Fund hereunder.
The Trust and the Financial Institution hereby agree as
follows:
1. Appointment. The Financial Institution, as Agent,
hereby agrees to perform certain services for its customers (the "Customers")
as hereinafter set forth. The Agent's appointment hereunder is non-exclusive,
and the parties recognize and agree that, from time to time, the Trust may
enter into other shareholder servicing agreements, in writing, with other
financial institutions.
2. Services to be Performed. The Agent, as agent for
its Customers, shall be responsible for performing shareholder administrative
support services, which will include the following: (i) answering customer
inquiries regarding account status and history, the manner in which purchases,
exchanges and redemptions of shares of the Funds may be effected and certain
other matters pertaining to the Funds; (ii) assisting shareholders in
designating and changing dividend options, account designations and addresses;
(iii) providing necessary personnel and facilities to establish and maintain
shareholder accounts and records; (iv) assisting in aggregating and processing
purchase, exchange and redemption transactions; (v) placing net purchase and
redemption orders with the Trust's distributor; (vi) arranging for wiring of
funds; (vii) transmitting and receiving funds in connection with customer
orders to purchase or redeem shares; (viii) processing dividend payments; (ix)
verifying and guaranteeing shareholder signatures in connection with redemption
orders and transfers and changes in shareholder-designated accounts, as
necessary; (x) providing periodic statements showing a customer's account
balance and, to the extent practicable, integrating such information with other
customer transactions otherwise effected through or with the Shareholder
Servicing Agent; (xi) furnishing (either separately or on an integrated basis
with other reports sent to a shareholder by a Shareholder Servicing Agent)
monthly and year-end statement and confirmations of purchases, exchanges and
redemptions; (xii) transmitting on behalf of the Trust, proxy statements annual
reports, updating prospectuses and other communications from the Trust to the
shareholders of the Funds; (xiii) receiving, tabulating and transmitting to the
Trust proxies executed by shareholders with respect to meetings of shareholders
of the Funds; and (xiv) providing such other related services as the Trust or
a shareholder may request.
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The Agent shall provide all personnel and facilities
necessary in order for it to perform the functions described in this paragraph
with respect to its Customers.
3. Fees.
3.1 Fees from the Trust. In consideration for the
services described in Section 2 hereof and the incurring of expenses in
connection therewith, the Agent shall receive a fee, computed daily and payable
monthly, at the annual rate of 0.05% of the daily net asset value of Shares of
the Institutional Service Class of each Fund and 0.50% of the daily net asset
value of Shares of the Institutional Premium Class of each Fund.
3.2. Fees from Customers. It is agreed that the
Financial Institution may impose certain conditions on Customers, in addition
to or different from those imposed by the Trust, such as requiring a minimum
initial investment or imposing limitations on the amounts of transactions. It
is also understood that the Financial Institution may directly credit or charge
fees to Customers in connection with an investment in the Funds. The Financial
Institution shall credit or xxxx Customers directly for such credits or fees.
In the event the Financial Institution charges Customers such fees, it shall
make appropriate prior written disclosure (such disclosure to be in accordance
with all applicable laws) to Customers both of any direct fees charged to the
Customer and of the fees received or to be received by it from the Trust
pursuant to Section 3.1 of this Agreement. It is understood however, that in
no event shall the Financial Institution have recourse or access as Agent or
otherwise to the account of any shareholder of the Trust except to the extent
expressly authorized by law or by such shareholder, or to any assets of the
Trust, for payment of any direct fees referred to in this Section 3.2.
4. Approval of Materials to be Circulated. Advance
copies or proofs of all materials which are to be generally circulated or
disseminated by the Agent to Customers or prospective Customers which identify
or describe the Trust shall be provided to the Trust at least 10 days prior to
such circulation or dissemination (unless the Trust consents in writing to a
shorter period), and such materials shall not be circulated or disseminated or
further circulated or disseminated at any time after the Trust shall have given
written notice to the Agent of any objection thereto.
Nothing in this Section 4 shall be construed to make the
Trust liable for the use of any information about the Trust which is
disseminated by the Agent.
5. Compliance with Laws, etc. The Agent shall comply
with all applicable federal and state laws and regulations in the performance
of its duties under this Agreement, including securities laws.
6. Limitation of Agent's Liability. In consideration
of the Agent's undertaking to render the services described in this Agreement,
the Trust agrees that the Agent shall not be liable under
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this Agreement for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the performance of this Agreement,
provided that nothing in this Agreement shall be deemed to protect or purport
to protect the Agent against any liability to the Trust or its shareholders to
which the Agent would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Agent's duties under
this Agreement or by reason of the Agent's reckless disregard of its
obligations and duties hereunder.
7. Indemnification. The Trust agrees to indemnify
and hold harmless the Agent from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising
under the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the Investment Trust Act of 1940, as amended, and any state
and foreign securities and blue sky laws, all as or to be amended from time to
time) and expenses, including attorneys' fees and disbursements arising
directly or indirectly from (i) any misstatements or omissions in the Trust's
Prospectus, or (ii) any action or thing which the Agent takes or does or omits
to take or do reasonably believed by the Agent to be at the request or
direction or in reliance on the advice or instructions, whether oral or
written, of the Trust provided, that the Agent shall not be indemnified against
any liability to the Trust or to its shareholders (or any expenses incident to
such liability) arising out of the Agent's own willful misfeasance, bad faith
or gross negligence in the performance of its duties hereunder or by reason of
its reckless disregard of its obligations and duties hereunder. In order that
the indemnification provision contained in this paragraph shall apply, it is
understood that if in any case the Trust may be asked to indemnify or save the
Agent harmless, the Trust shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is further understood that
the Agent will use all reasonable care to identify and notify the Trust
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Trust. The
Trust shall have the option to defend the Agent against any claim which may be
the subject of this indemnification and, in the event that the Trust so elects,
it will so notify the Agent and thereupon the Trust shall take over complete
defense for the claim, and the Agent shall in such situation incur no further
legal or other expenses for which it shall seek indemnification under this
paragraph. The Agent shall in no case confess any claim or make any compromise
or settlement in any case in which the Trust will be asked to indemnify the
Agent, except with the Trust's prior written consent.
8. Limitation of Shareholder Liability, etc. The
Agent hereby agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the Trust and its assets and that
the Agent shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Trust. It is further agreed that the
Agent shall not seek satisfaction of any such obligations from the Board of
Trustees or any individual Trustee of the Trust.
9. Notices. All notices or other communications
hereunder to either party shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed
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(a) if to the Trust, at the address of the Trust, or (b) if to the Agent, at
0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
10. Further Assurances. Each party agrees to perform
such further acts and execute such further documents as are necessary to
effectuate the purposes hereof.
11. Termination. This Agreement will continue in
effect until two years from the date hereof and thereafter for successive
annual periods, provided that such continuance is specifically approved at
least annually (a) by the Trust's Board of Trustees and (b) by the vote, cast
in person at a meeting called for the purpose, of a majority of the Trust's
trustees who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party. This Agreement may be terminated
at any time, without the payment of any penalty, by a vote of a majority of the
Trust's outstanding voting securities (as defined in the 0000 Xxx) or by a vote
of a majority of the Trust's entire Board of Trustees on 60 days' written
notice to the Agent or by the Agent on (60) days' written notice to the Trust.
Notice of termination of the Shareholder Servicing Plan by the Board of
Trustees, pursuant to which this Agreement has been entered, shall constitute a
notice of termination of this Agreement.
12. Changes; Amendments. This Agreement may be
changed or amended only by written instrument signed by both Parties.
13. Reports. The Agent will provide the Trust or its
designees such information as the Trust or its designees may reasonably request
(including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will otherwise
cooperate with the Trust and its designees (including, without limitation, any
auditors designated by the Trust), in connection with the preparation of
reports to its Board of Trustees concerning this Agreement and the monies paid
or payable under this Agreement, as well as any other reports or filings that
may be required by law.
14. Subcontracting by Agent. The Agent may
subcontract for the performance of the Agent's obligations hereunder with any
one or more persons, including but not limited to any one or more persons which
is an affiliate of the Agent; provided, however, that the Agent shall be as
fully responsible to the Trust for the acts and omissions of any subcontractor
as it would be for its own acts or omissions. The Agent shall notify the Trust
of any such arrangements no later than the next meeting of the Trust's Board of
Trustees following the entry by the Agent into such arrangements.
Notwithstanding this paragraph or paragraph 11 of this Agreement, the Trust
reserves the right to terminate this Agreement immediately or upon such notice
as the Trust, in its sole discretion, determines to give, and without payment
of any penalty, if the Trust notifies the Agent that any subcontractor of the
Agent is unacceptable to the Trust for any reason and the Agent does not
terminate its arrangements with such subcontractor as promptly as reasonably
practicable.
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15. Governing Law. This Agreement shall be governed
by the laws of the State of New York.
16. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement has been executed on behalf of the Trust by the undersigned not
individually, but in the capacity indicated.
INTRUST FUNDS TRUST
By:
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Title:
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Financial Institution
By:
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Title:
