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Exhibit 8
LEADER MUTUAL FUNDS
Amended and Restated
Administrative Services Plan
September 1, 2000
As Amended: ______________, 2000
(Institutional Shares)
Section 1. Upon the recommendation of BISYS Fund Services Limited
Partnership, a limited partnership that acts as the administrator of the shares
of LEADER Mutual Funds, a Massachusetts business trust (the "Trust"), or such
entity as shall from time to time act as the administrator of the Trust's shares
(the "Administrator"), the Trust is authorized to execute and deliver, in the
name and on behalf of the LEADER Growth & Income Fund, LEADER Intermediate
Government Bond Fund, LEADER Tax-Exempt Bond Fund, LEADER Money Market Fund,
LEADER Treasury Money Market Fund, LEADER Tax-Exempt Money Market Fund, LEADER
Balanced Fund and LEADER Short-Term Bond Fund (each a "Fund" and collectively
the "Funds"), written agreements in substantially the form attached hereto or in
any other form duly approved by the Trustees of the Trust ("Servicing
Agreements") with financial institutions that are shareholders of record or that
have a servicing relationship ("Service Organizations") with the beneficial
owners of Institutional Shares of the Funds (the "Shares"). Such Servicing
Agreements shall require the Service Organizations to provide administrative
support services as set forth therein to their customers who own of record or
beneficially Shares (as described in the Funds' Prospectuses) in consideration
for a fee, computed daily and paid monthly in the manner set forth in the
Servicing Agreements, at the annual rate of up to 0.30% for the LEADER Growth &
Income Fund, LEADER Intermediate Government Bond Fund, LEADER Tax-Exempt Bond
Fund, LEADER Balanced Fund and LEADER Short-Term Bond Fund and 0.25% for the
LEADER Money Market Fund, LEADER Treasury Money Market Fund and LEADER
Tax-Exempt Money Market Fund, of the average daily net asset value of such
Shares owned of record or beneficially by such customers. Any bank, trust
company, thrift institution, or other financial institution is eligible to
become a Service Organization and to receive fees under this Plan. All expenses
incurred by the Trust with respect to the Shares of a particular Fund in
connection with the Servicing Agreements and the implementation of this Plan
shall be borne entirely by the holders of the Shares of the relevant Fund,
provided that the Trust's current Plan pursuant to Rule 18f-3 permits allocation
of such expenses proportionally to the assets held with respect to a Fund's
Institutional Shares, and further provided that the Trustees of the Trust have
determined that such expenses should be so allocated.
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Section 2. The Administrator shall monitor the arrangements pertaining
to the Trust's Servicing Agreements with Service Organizations in accordance
with the terms of the Administration Agreement between the Administrator and the
Trust. The Administrator shall not, however, be obliged by this Plan to
recommend, and the Trust shall not be obliged to execute, any Servicing
Agreement with any qualifying Service Organization.
Section 3. So long as this Plan is in effect, the Administrator shall
provide to the Trust's Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended pursuant to this Plan and
the purposes for which such expenditures were made.
Section 4. This Plan shall not take effect until it has been approved by
votes of the majority of both (a) the Trustees of the Trust, and (b) the
Independent Trustees of the Trust. This Plan shall continue in effect for a
period of more than one year after the date this Plan takes effect, but only so
long as such continuance is specifically approved at least annually by votes of
the majority of both (a) the Trustees of the Trust, and (b) the Independent
Trustees of the Trust.
Section 5. This Plan may be amended at any time with respect to any Fund
by the Trustees, provided that any material amendments of the terms of this Plan
shall become effective only upon the approvals set forth in Section 4.
Section 6. This Plan is terminable at any time with respect to any Fund by
vote of a majority of the Independent Trustees.
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THE LEADER MUTUAL FUNDS
(the "Trust")
3435 Stelzer Road
Columbus, Ohio 43219
SERVICING AGREEMENT
to
ADMINISTRATIVE SERVICES PLANS
(Institutional Shares)
Ladies and Gentlemen:
We wish to enter into this Servicing Agreement with you concerning the provision
of administrative support services to your customers who may from time to time
be the record or beneficial owners of Institutional Shares (such shares referred
to herein as the "Shares") of one or more of the Trust's investment funds
(individually, a "Fund" and collectively, the "Funds"), which are listed on
Appendix A.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide administrative support services to your
customers who may from time to time own of record or beneficially a Fund's
Shares. Services provided may include some or all of the following: (i)
processing dividend and distribution payments from a Fund on behalf of
customers; (ii) providing information periodically to your customers showing
their positions in the Shares; (iii) arranging for bank wires; (iv) responding
to routine customer inquiries relating to services performed by you; (v)
providing sub-accounting with respect to the Shares beneficially owned by your
customers or the information necessary for sub-accounting; (vi) if required by
law, forwarding shareholder communications from a Fund (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to your customers; (vii) forwarding to customers
proxy statements and proxies containing any proposals regarding this Agreement
or the Administrative Services Plan related hereto; (viii) aggregating and
processing purchase, exchange and redemption requests from customers and placing
net purchase, exchange and redemption orders for your customers; (ix) providing
customers with a service that invests the assets of their accounts in the Shares
pursuant to specific or pre-authorized instructions; (x) establishing and
maintaining accounts and records relating to transactions in the Shares; (xi)
assisting customers in changing dividend or distribution options, account
designations and addresses; or (xii) other similar services if requested by the
Trust.
Section 2. You will provide such office space and equipment, telephone and
personnel (which may be any part of the space, equipment and facilities
currently used in your
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business, or any personnel employed by you) as may be reasonably necessary or
beneficial in order to provide the aforementioned services to customers.
Section 3. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us, a Fund, or its Shares
except those contained in our then current prospectus for such shares, copies of
which will be supplied by us to you, or in such supplemental literature or
advertising as may be authorized by us in writing.
Section 4. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us in any
matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold us harmless from and against any and
all direct or indirect liabilities or losses resulting from requests,
directions, actions or inactions of or by you or your officers, employees or
agents regarding your responsibilities hereunder or the purchase, redemption,
transfer or registration of the Shares by or on behalf of customers. You and
your employees will, upon request, be available during normal business hours to
consult with us or our designees concerning the performance of your
responsibilities under this Agreement.
Section 5. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payment therefore, a
fee at the annual rate of up to 0.30% for the LEADER Growth & Income Fund,
LEADER Intermediate Government Bond Fund, LEADER Tax-Exempt Bond Fund, LEADER
Balanced Fund and LEADER Short-Term Bond Fund, and 0.25% for the LEADER Money
Market Fund, LEADER Tax-Exempt Money Market Fund and LEADER Treasury Money
Market Fund, of the average daily net assets of a Fund's Shares owned of record
or beneficially by your customers from time to time, which fee will be computed
daily and payable monthly. For purposes of determining the fees payable under
this Section 5, the average daily net asset value of the customers' Shares will
be computed in the manner specified in our then current Prospectus in connection
with the computation of the net asset value of a Fund's Shares for purposes of
purchases, exchanges and redemptions. The fee rate stated above may be
prospectively increased or decreased by us, in our sole discretion, at any time
upon notice to you. Further, we may, in our discretion and without notice,
suspend or withdraw the sale of such Shares, including the sale of such Shares
to you for the account of any customer(s).
Section 6. Any person authorized to direct the disposition of monies paid or
payable by us pursuant to this Agreement will provide to the Trustees of the
Trust, and the Trustees will review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made. In
addition, you will furnish us or our designees with such information as we or
they may reasonably request (including, without limitation, periodic
certifications confirming the provision to customers of some or all of the
services described herein), and will otherwise cooperate with us and our
designees (including,
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without limitation, any auditors designated by us), in connection with the
preparation of reports to our Trustees concerning this Agreement and the monies
paid or payable by us pursuant hereto, as well as any other reports or filings
that may be required by law.
Section 7. We may enter into other similar Servicing Agreements with any other
person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you represent, warrant
and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; (ii) the compensation payable to you hereunder, together with any other
compensation you receive from customers for services contemplated by this
Agreement, will be fully disclosed to your customers, and will not be excessive
or unreasonable under the laws and instruments governing your relationships with
customers; and (iii) if you are subject to the provisions of Glass-Steagall Act
and other laws governing, among other things, the conduct of activities by
federally chartered and supervised banks and other affiliated banking
organizations, you will perform only those activities which are consistent with
your statutory and regulatory obligations and will act solely as agent for, upon
the order of, and for the amount of, your customers.
Section 9. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue until ________ 1, 200_ and thereafter
will continue automatically for successive annual periods provided such
continuance is specifically approved at least annually by us in the manner
described in Section 12 hereof. This Agreement is terminable, without penalty,
at any time by us (which termination may be by vote of a majority of our
Independent Trustees as defined in Section 12 hereof) or by you upon notice to
the other party hereto.
Section 10. All notices and other communications to either you or us will be
duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address shown above.
Section 11. This Agreement will be construed in accordance with the laws of the
State of Delaware and is non-assignable by the parties hereto.
Section 12. This Agreement has been approved by vote of a majority of (i) the
Trust's Trustees and (ii) those Trustees who are not "interested persons" (as
defined in the Investment Company Act of 1940) of the Trust and have no direct
or indirect financial interest in the operation of the Administrative Services
Plan adopted by us regarding the provision of administrative support services to
the beneficial owners of a Fund's Shares or in any agreements related thereto
("Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such approval.
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If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, c/o BISYS Fund Services, L.P., c/o Walter B. Grimm at 3435 Stelzer Road,
Columbus, Ohio 43219.
Very truly yours,
LEADER MUTUAL FUNDS
By:____________________________________________________
Authorized Officer
Date:_______________________________
Accepted and Agreed to:
By:___________________________________________________
Authorized Officer, Name of Organization
Date:_______________________________
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Taxpayer Identification Number
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Account Number
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Dealer Code
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APPENDIX A
Please check the appropriate boxes to indicate the Funds of the
Trust for which you wish to act as a Service Organization with respect to the
Shares:
LEADER MUTUAL FUNDS:
/ / LEADER Growth & Income Fund
/ / LEADER Balanced Fund
/ / LEADER Intermediate Government Bond Fund
/ / LEADER Tax-Exempt Bond Fund
/ / LEADER Short-Term Bond Fund
/ / LEADER Money Market Fund
/ / LEADER Treasury Money Market Fund
/ / LEADER Tax-Exempt Money Market Fund
Signed:______________________ ___________________________
(Title) (Service Organization Name)
Dated:______________________
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