EXHIBIT 9(d)
THE XXXXXX TRUST
SHAREHOLDER SERVICE AGREEMENT
AGREEMENT made this day of , 199 , between Forum Financial
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Services, Inc. ("Forum"), a corporation organized under the laws of State of
Delaware with its principal place of business at Two Portland Square, Portland,
ME 04101 and the institution executing this document below (the "Institution").
WHEREAS, Forum acts as administrator and principal underwriter of The
Xxxxxx Trust (the "Trust"), a Delaware business trust registered under the
Investment Company Act of 1940, as amended (the "Act") as an open-end management
investment company, which may issue its shares of beneficial interest in
separate series; and
WHEREAS, the Trust has adopted a Shareholder Service Plan with respect to
each series of the Trust (the "Service Plan") that authorizes Forum to pay fees
to qualified financial institutions for maintaining and providing services to
shareholder accounts of each series of the Trust; and
WHEREAS, Forum desires that Institution perform certain service activities
on behalf of Forum and the Trust with respect to each series of the Trust listed
in Schedule A to this Agreement (each a "Fund," and collectively, the "Funds")
and Institution is willing to perform those services on the terms and conditions
set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the representations, covenants
and agreements contained herein and other valuable consideration, the
undersigned parties do hereby agree as follows:
SECTION 1. SERVICE ACTIVITIES
In connection with providing services and maintaining shareholder accounts
of each Fund with respect to its various customers, Institution may provide
services including: (a) establishing and maintaining accounts and records
relating to clients of Institution; (b) answering shareholder inquiries
regarding the manner in which purchases, exchanges and redemptions of shares of
the Trust may be effected and other matters pertaining to the Trust's services;
(c) providing necessary personnel and facilities to establish and maintain
shareholder accounts and records; (d) assisting shareholders in arranging for
processing purchase, exchange and redemption transactions; (e) arranging for the
wiring of funds; (f) guaranteeing shareholder signatures in connection with
redemption orders and transfers and changes in shareholder-designated accounts;
(g) integrating periodic statements with other shareholder transactions; and (h)
providing such other related services as the shareholder may request.
Institution shall not be obligated to perform any specific service for its
clients. Institution's appointment shall be nonexclusive and Forum may enter
into similar agreements with other persons.
SECTION 2. COMPENSATION
(a) As compensation for Institution's service activities with respect to
each Fund, Forum shall pay Institution fees in the amounts listed on Schedule B
to this Agreement (the "Payments"); provided, however, that in no event will
Forum be required to make any payments for service activities in an amount
greater than that which Forum is paid by the respective Fund for such services.
(b) The Payments shall be accrued daily and paid monthly or at such other
interval as Forum and Institution shall agree.
(c) On behalf of each Fund, Institution may spend such amounts and incur
such expenses as it deems appropriate or necessary on any service activities.
Such expenses may include compensation to
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employees and expenses, including overhead and telephone and other communication
expenses, of Institution. Institution shall be solely liable for any expenses
it incurs.
SECTION 3. REPRESENTATIONS OF INSTITUTION
Institution represents that:
(a) the compensation payable to it under this Agreement in connection with
the investment in any Fund of the assets of its customers (i) will be disclosed
by the Institution to its customers, (ii) will be authorized by its customers,
and (iii) will not result in an excessive fee to Institution;
(b) if it is a member of the National Association of Securities Dealers,
Inc. ("NASD"), it shall abide by the Rules of Fair Practice of the NASD;
(c) it will, in connection with sales and offers to sell shares, furnish
to or otherwise insure that each person to whom any such sale or offer is made
receives a copy of the appropriate Fund's or Funds' then current prospectus, as
applicable;
(d) it will purchase shares only from Forum as agent of the Trust and that
it will purchase shares only for the purpose of covering purchase orders already
received or for its own bona fide investment purposes;
(e) the performance of all its obligations hereunder will comply with all
applicable laws and regulations, including any applicable Federal securities
laws and any requirements to deliver confirmations to its customers, the
provisions of its charter documents and bylaws and all material contractual
obligations binding upon the Institution; and
(f) it will promptly inform the Trust of any change in applicable laws or
regulations (or interpretations thereof) or in its charter or bylaws or material
contracts which would prevent or impair full performance of any of its
obligations hereunder.
SECTION 4. TRUST LITERATURE
Institution is not authorized to make any representations concerning shares
of any Fund except those contained in the Fund's then current prospectus and
statement of additional information ("SAI") and printed information issued by
the Trust or by Forum as information supplemental to the prospectus. Forum will
supply Institution upon its request with prospectuses, SAIs, reasonable
quantities of supplemental sales literature and additional information.
Institution agrees not to use other advertising or sales material relating to a
Fund unless approved in writing by Forum in advance of such use. Any printed
information furnished by Forum other than the then current prospectus and SAI,
periodic reports and proxy solicitation materials are Forum's sole
responsibility and are not the responsibility of the Trust and the Trust shall
have no liability or responsibility to Institution in these respects unless
expressly assumed in connection therewith. Institution shall have no
responsibility with regard to the accuracy or completeness of any of the printed
information furnished by Forum and shall be held harmless by Forum from and
against any cost or loss arising therefrom.
SECTION 5. REPORTS
Institution shall prepare and furnish to Forum, at Forum's request, written
reports setting forth all amounts expended by Institution and identifying the
activities for which the expenditures were made.
SECTION 6. INDEMNIFICATION
Institution agrees to indemnify and hold harmless Forum and the Trust from
any claims, expenses, or liabilities incurred by Forum or the Trust as a result
of any act or omission of the Institution in connection with its services under
this Agreement.
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SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date hereof and, upon its
effectiveness, shall supersede all previous agreements between the parties
covering the subject matter hereof.
(b) This Agreement may be terminated as follows:
(i) at any time, without the payment of any penalty, by the vote
of a majority of the Trustees of the Trust;
(ii) automatically in the event of the termination of the
Administration or Distribution agreements between the Trust and Forum or
the Service Plan;
(iii) automatically in the event of the assignment of this
Agreement as defined in the Act; and
(iv) by either party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its intention to
terminate.
SECTION 8. NOTICES
Any notice under this Agreement shall be in writing and shall be addressed
and delivered, or mailed postage prepaid, to the other party's principal place
of business, or to such other place as shall have been previously specified by
written notice given to the other party.
SECTION 9. AMENDMENTS
Subject to approval of material amendments to the form of this Agreement by
the Trust's Board of Trustees, this Agreement may be amended by the parties at
any time. In addition, this Agreement may be amended by Forum from time to time
by the following procedure: Forum will mail a copy of the amendment to
Institution at its principal place of business or such other address as
Institution shall in writing provide to Forum. If Institution does not object
to the amendment within thirty (30) days after its receipt, the amendment will
become part of the Agreement. The Institution's objection must be in writing
and be received by Forum within the thirty days.
SECTION 10. USE OF THE TRUST'S NAME
Institution shall not use the name of the Trust on any checks, bank drafts,
bank statements or forms for other than internal use in a manner not approved by
the Trust prior thereto in writing; provided however, that the approval of the
Trust shall not be required for the use of the Trust's name which merely refers
in accurate and factual terms to the Trust in connection with the Institution's
role hereunder or which is required by any appropriate regulatory, governmental
or judicial authority; and further provided that in no event shall such approval
be unreasonably withheld or delayed.
SECTION 11. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of the
State of New York.
(b) If any provision of this Agreement shall be held invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not
be affected thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
INSTITUTION:
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Name of Institution
By:
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Name:
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Title:
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FORUM FINANCIAL SERVICES, INC.
By:
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Xxxx X. Xxxxxx
President
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THE XXXXXX TRUST
SHAREHOLDER SERVICE AGREEMENT
SCHEDULE A
SERIES OF THE XXXXXX TRUST
Xxxxxx Income Equity Fund
Xxxxxx Approved List Equity Fund
Xxxxxx Government Securities Fund
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THE XXXXXX TRUST
SHAREHOLDER SERVICE AGREEMENT
SCHEDULE B
PAYMENTS PURSUANT TO THE SERVICE PLAN
0.15% of the average annual daily net assets of each Fund represented by shares
owned by investors for which Institution provides services pursuant to this
Agreement.
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THE XXXXXX TRUST
SHAREHOLDER SERVICE AGREEMENT
APPENDIX A
PAYMENTS PURSUANT TO THE SERVICE PLAN
0.25% of the average daily net assets of each Fund represented by shares owned
by investors for which Institution maintains a servicing relationship.
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