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EXHIBIT 15.9
SERVICING AGREEMENT RELATING TO CLASS A SHARES OF CERTAIN
COMMON SENSE TRUST MUTUAL FUNDS
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Dear Sir:
This Servicing Agreement (the "Agreement") between Common Sense Distributors
("Distributor"), an indirect subsidiary of The Travelers, Inc., defines the
services to be provided by PFS Investments Inc. ("Dealer") for Class A shares
for which Dealer may receive payment pursuant to the Class A Distribution Plan
(hereinafter referred to as the "Plan") adopted pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (the "Act") by the Common Sense II Emerging
Growth Fund and the Common Sense II International Equity Fund (the "Funds") of
Common Sense Trust (the "Trust") for which Distributor serves as distributor.
Each such Fund has acted severally and not jointly in adopting the Plan and the
Agreement and hereinafter is referred to severally as the "Fund". The Plan and
the Agreement have been approved by a majority of the Trustees including a
majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Plan or
any related agreements (the "non-interested Trustees"), cast in person at a
meeting called for the purpose of voting on the Plan. Such approval included a
determination that in the exercise of their reasonable business judgment and in
light of their fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Fund and its shareholders. The Plan has also been approved by
a vote of a majority of the Fund's outstanding Class A voting securities, as
defined in the Act.
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1. To the extent you provide servicing and maintenance of
Customers' accounts who may from time to time, directly or
beneficially own shares of the Funds, including but not
limited to, distributing prospectuses and sales literature,
answering routine Customer inquiries regarding the Fund,
assisting Customers in changing dividend options, account
designations and addresses, and in enrolling into the
pre-authorized check plan, systematic withdrawal plan or any
of several tax sheltered retirement plans offered in
connection with the purchase of shares in the case of those
Funds offering such Plans, assisting in the establishment and
maintenance of customer accounts and records and in the
processing of purchase and redemption transactions, investing
dividends and capital gains distributions automatically in
shares and providing such other services as the Fund or the
Customer may reasonably request ("service activities"), we
shall pay you at least quarterly a fee for Class
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A shares as indicated in each Fund's then current prospectus
based on the net asset value of Class A shares of the Fund.
Such fee will be payable only so long as the Plan remains in
effect. You understand and agree that you shall not be paid
such quarterly fee until we are in receipt of the service fee
described in the Fund's then current Prospectus for the period
in which you provide the services described above, and our
liability to you for the payment of such quarterly fee is
limited to the proceeds of that Fund's service fee. No such
quarterly fee will be paid to you with respect to shares
purchased by you and redeemed or repurchased by the Fund or by
us as Agent within seven (7) business days after the date of
our confirmation of such purchase. No such fee shall be
payable with respect to shares purchased at net asset value
without a sales charge by investors of the classes described
in the Fund's Prospectus pursuant to Rule 22d-1 under the Act
other than classes of net asset value categories pursuant to
Rule 22d-1 as may from time to time be approved by the Fund.
For purposes of this Agreement, "service activities" shall
mean activities covered by the definition of "service fee"
contained in Article III, Section 26(b) of the Rules of Fair
Practice of the National Association of Securities Dealers,
Inc.
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2. By accepting such fee you agree to assign a representative to
each account, to require such representative to contact the
Customer regularly and to pay at least a portion of such fee
to such representative. Additionally, you understand that
Distributor will monitor service levels which you provide to
your Customers pursuant to this agreement and that
consistently low levels of service will result in non-payment
of the fee.
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3. You agree to use your best efforts to support the asset value
of the Fund to the extent consistent with the suitability
requirements of your Customer. You understand that
Distributor will monitor levels of redemption and that
redemption levels consistently above those dictated by market
conditions will result in non-payment of the fee.
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4. This Agreement does not require Dealer to hold Fund shares in
street name or to provide shareholder accounting and record
keeping services for any Customers who are beneficial owners
of Fund shares.
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5. You shall furnish us and the Fund with such information as
shall reasonably be requested by either the Trustees of the
Fund or by us with respect to the fees paid to you pursuant to
this Agreement.
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6. We shall furnish to the Trustees of the Fund, for their review
on a quarterly basis, a written report of the amounts expended
under the Plan by us and the purposes for which such
expenditures were made.
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7. Neither you nor any of your employees or agents are authorized
to make any representation concerning shares of the Fund
except those contained in the then current Prospectus for the
Fund, and you shall have no authority to act as Agent for the
Fund or for Distributor.
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8. This Agreement may be terminated with respect to any Fund at
any time without payment of any penalty by the vote of a
majority of the non-interested Trustees or by a vote of a
majority of the Fund's outstanding Class A shares, on sixty
(60) days written notice. It will be terminated by any act
which terminates either the Fund's Underwriting Agreement with
us or the Selling Agreement between Dealer and us and shall
terminate automatically in the event of its assignment as that
term is defined in the Act.
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9. The provisions of the Underwriting Agreement between the Fund
and us, insofar as they relate to the Plan, are incorporated
herein by reference. This Agreement shall become effective
upon execution and delivery hereof and shall continue in full
force and effect so long as the continuance of the Plan and
this related Agreement are approved at least annually by a
vote of the Trustees, including a majority of the
non-interested Trustees, cast in person at a meeting called
for the purpose of voting thereon. All communications to us
should be sent to the foregoing address. Any notice to you
shall be duly given if mailed or telegraphed to you at the
address specified by you below.
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10. The Declaration of Trust establishing Common Sense Trust, a
copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of
the Commonwealth of Massachusetts, provides that the name of
the Trust refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or
personally; and no Trustee, shareholder or officer of said
Trust shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction
of any obligation or claim or otherwise in connection with the
affairs of said Trust, but only the assets and property of the
Trust, or of the particular series of the Trust in question,
as
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the case may be, shall be liable. All obligations under this
Agreement shall apply only on a Fund by Fund basis and the
assets of one Fund shall not be liable for the obligations of
any other Fund.
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11. This Agreement shall be construed in accordance with the laws
of the State of Georgia.
COMMON SENSE DISTRIBUTORS
By: /s/ Xxxxxxx X. Xxxxx Date: February 21, 1995
ACCEPTED:
PFS INVESTMENTS INC.
a Georgia corporation
By: /s/ Xxxxxx X. XxXxxxxxx Date: February 21, 1995
Name: Xxxxxx X. XxXxxxxxx
Title: Senior Vice President
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