SHAREHOLDER SERVICING AGREEMENT
This Shareholder Servicing Agreement, dated as of _______________,
_______ (the "Servicing Agreement"), by and between: (i) The Roxbury Funds, a
Delaware statutory trust (the "Trust"), on behalf of its portfolios as listed on
Schedule A, which may be amended from time to time (each, a "Fund" and
collectively, the "Funds"), and (ii) ____________________________ (the "Service
Provider");
WITNESSETH:
WHEREAS, the Trust has adopted a Shareholder Service Plan (the "Plan") with
respect to Investor Shares ("Shares") of each Fund; and
WHEREAS, the Service Provider wishes to maintain, and provide certain
administrative and servicing functions in relation to, the accounts of
shareholders of the Shares (the "Customers"), either directly or indirectly
through arrangements with other investment advisers, financial institutions and
other persons (each, a "Third Party Service Provider"); and
WHEREAS, this Servicing Agreement has been approved by the Board of
Trustees of the Trust, and by the Trustees of the Trust who are not interested
persons of the Trust and have no direct or indirect financial interest in the
Plan or any agreement related thereto (the "Independent Trustees"); and
WHEREAS, it is in the interest of the Trust to make the services of the
Service Provider available to Customers who are or may become shareholders of
the Trust;
NOW, THEREFORE, the Trust, on behalf of the Funds, and the Service Provider
hereby agree as follows:
SECTION 1. General
(a) Term. This Servicing Agreement shall continue from the date
hereof for a period of more than one year only so long as such continuation is
specifically approved at least annually by the Board of Trustees of the Trust
and the Independent Trustees cast in person at a meeting called for the purpose
of voting on such approval. This Servicing Agreement may be terminated at any
time in accordance with Section 6.
(b) Non-Exclusive Relationship. The arrangements under this
Servicing Agreement are non-exclusive. Without limiting the generality of the
foregoing, (i) the Trust may from time to time in its discretion enter into
other shareholder servicing agreements with, and arrange for shareholder
services for Fund shareholders to be provided by, other investment advisers,
financial institutions and other persons, and (ii) the Service Provider may from
time to time in its discretion enter into shareholder servicing agreements with,
and provide shareholder servicing in relation to, other mutual funds.
(c) Nature of Relationship. The Trust and the Service Provider
are independent contractors under this Servicing Agreement. This Servicing
Agreement does not establish any employment, partnership, agency, or fiduciary
relationship between the Trust and the Service Provider.
(d) Rights of Trust in Relation to Share Offering. Nothing in
this Servicing Agreement shall limit the rights of the Trust, in its sole
discretion, subject to applicable law and without notice, to terminate, suspend,
or withdraw the offer and sale of Shares or to amend or modify the terms of any
such offering.
SECTION 2. Service to be Performed; Delegation
(a) Servicing Activities. The Service Provider shall maintain,
and provide administrative and servicing functions in relation to, the accounts
of Customers (the "Servicing Activities"), which shall, except as the parties
may otherwise agree from time to time, include without limitation:
(i) answering Customer inquiries regarding account status
and history, the manner in which purchases, exchanges and
redemptions of the Shares may be effected, the proxy voting
policies and record of the Trust, and other matters
pertaining to the Funds;
(ii) assisting Customers in designating and changing
dividend options, account designations and addresses;
(iii) establishing and maintaining certain shareholder
accounts and records, as may reasonably be requested from
time to time by the Trust;
(iv) assisting in processing Share purchase, exchange, and
redemption transactions;
(v) arranging for the wiring of funds relating to
transactions in Shares;
(vi) transmitting and receiving funds in connection with
Customer orders to purchase, exchange, or redeem Shares;
(vii) verifying and guaranteeing Customer signatures in
connection with redemption orders, transfers among and
changes in Customer-designated accounts;
(viii) providing periodic statements showing a Customer's
account balances and, to the extent practicable, integration
of such information with information concerning other client
transactions otherwise effected with or through the Service
Provider;
(ix) furnishing on behalf of the Trust's distributor (either
separately or on an integrated basis with other reports sent
to a Customer by the Service Provider) periodic statements
and confirmations of all purchases,
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exchanges, and redemptions of Shares in a Customer's account
required by applicable federal or state law, all such
confirmations and statements to conform to Rule 10b-10 under
the Securities Exchange Act of 1934, as amended, and other
applicable legal requirements;
(x) transmitting proxy statements, annual reports, updating
prospectuses, and other communications from the Trust to
Customers;
(xi) receiving, tabulating, and transmitting to the Trust
proxies executed by Customers with respect to annual and
special meetings of shareholders of the Trust;
(xii) providing reports (at least monthly, but more frequently
if so requested by the Trust's distributor) containing
state-by-state listings of the principal residences of the
beneficial owners of the Shares;
(xiii) completing all customer identification procedures in
relation to the Customers under the Trust's anti-money
laundering program and taking all appropriate action in
relation to Customers under anti-money laundering
requirements, including closing Customer accounts, notifying
appropriate authorities of money laundering concerns and
deferring payments of redemption proceeds while money
laundering concerns are investigated;
(xiv) providing to Customers who are individuals all privacy
notices and other communications required under Regulation
S-P, which shall be given on the basis that any such Customer
is a "customer" of the Service Provider rather than of the
Trust; and
(xv) providing such other related services as the Trust or
a Customer may reasonably request.
(b) Facilities and Personnel. The Service Provider shall provide
at its own expense and risk all personnel and facilities necessary or
appropriate for the Service Provider to perform the functions described in
Section 2(a).
(c) Standard of Services. All services to be rendered by the
Service Provider hereunder shall be performed in a professional, competent, and
timely manner. The details of the operating standards and procedures to be
followed by the Service Provider in performance of the services described above
shall be determined from time to time by agreement between the Service Provider
and the Trust.
(d) Delegation to Third Party Service Providers. Notwithstanding
anything to the contrary in this Servicing Agreement, the Service Provider may
delegate its duties under this Servicing Agreement, including its duty to
provide the Servicing Activities, to a Third Party Service Provider, provided
that the Service Provider shall (i) remain fully responsible for the performance
of all duties under this Servicing Agreement and (ii) supervise the activities
of each Third Party Service Provider.
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SECTION 3. Fees
(a) Servicing Fees. In consideration for Servicing Activities,
the Service Provider shall receive an annual servicing fee (a "Servicing Fee")
to be to be paid in arrears monthly or such other frequency as determined by
agreement between the Trust and the Service Provider, provided that in no event
shall the Servicing Fee exceed 0.25% per annum of the average daily net assets
of the Shares of a Fund with which the Service Provider maintains a service
relationship or (ii) any applicable limits imposed by law. For purposes of
determining the fees payable to the Service Provider hereunder, the value of the
Trust's net assets shall be computed in the manner specified in the Trust's
then-current prospectuses for computation of the net asset value of the Trust's
Shares. The above fees constitute all fees to be paid to the Service Provider by
the Trust with respect to the transactions contemplated hereby.
(b) Additional Fees Imposed by Third Party Service Providers. In
the event of a delegation to a Third Party Service Provider pursuant to
Section 2(d), the Service Provider may permit a Third Party Service Provider to,
in compliance with applicable law, impose certain conditions and fees on
Customers that hold Shares through such Third Party Service Provider in addition
to or different from those imposed by the Trust on Fund shareholders generally,
provided that any such conditions and fees are (i) disclosed by the Third Party
Service Provider to its customers, and (ii) authorized by its customers.
SECTION 4. Representations of Service Provider
By written acceptance of this Servicing Agreement, the Service Provider
represents, warrants and agrees that: (i) to the best of the Service Provider's
knowledge, no services provided hereunder will be primarily intended to result
in the sale of any Shares; (ii) the compensation payable hereunder, together
with any other compensation the Service Provider receives from Customers for
services contemplated by this Servicing Agreement, will be disclosed to
Customers, and such compensation will be permitted by, and not be excessive or
unreasonable under, the laws and instruments governing the Service Providers
relationship with Customers; and (iii) in the event an issue pertaining to the
Plan is submitted for shareholder approval, the Service Provider will vote any
Shares held for the Service Provider's own account in the same proportion as the
vote of those shares held for Customer accounts.
SECTION 5. Reports of Service Provider on Expenditures
The Service Provider shall supply to the Trust promptly after the end of each
calendar quarter a written report in reasonable detail of the amounts expended
by the Service Provider pursuant to this Servicing Agreement, including any
payments made to any Third Party Service Provider to whom the Service Provider
has delegated its duties pursuant to Section 2(d), and the purposes for which
such expenditures were made. Such written reports shall be in a form
satisfactory to the Trust and shall supply all information necessary for the
Trust to discharge its responsibilities under applicable laws and regulations.
SECTION 6. Recordkeeping
The Service Provider shall maintain records concerning its performances under
this Servicing Agreement and Customer transactions in Shares in compliance with
applicable legal
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requirements. Such records shall be made available, at the Trust's request, for
inspection and use by the Trust, representatives of the Trust, and any of their
respective delegees. The record-keeping obligations imposed in this Section 5
shall survive the termination of this Servicing Agreement for a period of
six years.
SECTION 7. Termination
(a) Termination by the Trust. This Servicing Agreement may be
terminated by the Trust either generally or with respect to Shares of any Fund,
without the payment of any penalty, at any time upon notice to the Service
Provider, by a vote of a majority of the Trustees of the Trust, including a
majority of the Independent Trustees.
(b) Termination by the Service Provider. The Service Provider may
terminate this Servicing Agreement at any upon notice to the Trust either
generally or with respect to Shares of any Fund.
(c) Termination on Assignment. Notwithstanding anything herein to
the contrary, this Servicing Agreement may not be assigned and shall terminate
automatically without notice to either party upon any assignment.
SECTION 8. Amendments
This Servicing Agreement may be amended or modified only by written instrument
signed by both parties. Any such Amendment shall be approved by the Board of
Trustees of the Trust and by the Independent Trustees in person at a meeting
called for the purpose of voting on such approval.
SECTION 9. Notice
Any notice under this Agreement shall be given in writing addressed and
delivered or mailed postage prepaid to the other party to this Agreement at its
principal place of business.
SECTION 10. Governing Law
To the extent that state law has not been preempted by the provisions of any law
of the United States heretofore or hereafter enacted, as the same may be amended
from time to time, this Agreement shall be administered, construed and enforced
according to the laws of the state of Delaware.
SECTION 11. Severability
If any provision of this Servicing Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
SECTION 12. Limitation of Liability of Trustees and Others
The Service Provider acknowledges that the Trustees, officers, employees, agents
or shareholders of the Trust shall not be liable for any obligations of the
Trust or of the Funds under
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this Servicing Agreement and agrees that, in asserting any rights or claims
under this Servicing Agreement or the Plan, it shall look only to the assets and
property of the Fund to which the Service Provider's rights or claims relate in
settlement of such rights or claims, and not to the trustees, officers,
employees, agents or shareholders of the Trust.
SECTION 13. Rules of Interpretation
The following rules shall apply in the interpretation of this Servicing
Agreement:
(a) The singular shall include the plural, and the plural shall
include the singular.
(b) A reference to any gender shall include each other gender.
(c) A reference to any Section shall, unless otherwise specified,
be to a Section of this Servicing Agreement.
(d) A reference to any agreement, instrument, organizational
document, law, regulation, program, policy, procedure, or other document shall
include any amendments, modifications, restatements, or supplements thereof.
(e) The words "include" and "including" shall not be limiting.
IN WITNESS WHEREOF, the parties have executed and delivered this
Servicing Agreement as of the day and year first set forth above.
THE ROXBURY FUNDS
By: ________________________________
Name:
Title:
____________________________________
By: ________________________________
Name:
Title:
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THE ROXBURY FUNDS
Shareholder Servicing Agreement
Schedule A
Funds
Roxbury Mid-Cap Fund
Roxbury Small-Cap Growth Fund
Roxbury Micro-Cap Fund
