EX-99.H4
SHAREHOLDER SERVICING AGREEMENT
(Institutional Shares)
Agreement made this 1st day of Sepember, 1998, by and between Xxxxxx
Series Trust (the "Trust"), on behalf of its portfolio known as Xxxxxx Money
Market Fund (the "Fund"), and Xxxxxx Associates LLC ("HA").
W I T N E S S E T H:
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end, management investment
company;
WHEREAS, the Trust and HA wish to enter into an agreement with each
other with respect to the furnishing of account related services to certain
shareholders of the Fund ("Shareholder Services"); and
WHEREAS, shares of the Fund ("Shares") shall initially be of two
classes: Institutional Shares and Administrative Shares:
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints HA to serve as shareholder
servicing agent of the Fund with respect to the Institutional Shares on the
terms set forth in this Agreement, and HA accepts such appointment and agrees to
render the services herein.
2. Duties as Shareholder Servicing Agent. Subject to the supervision and
direction of the Board of Trustees of the Trust, HA, as a shareholder servicing
agent, undertakes to perform the following services:
(a) Receive and accept orders placed by employee benefit plans to
purchase and redeem Institutional Shares that are transmitted to HA in
accordance with procedures established by the plans with HA;
(b) Maintain records showing the number of Institutional Shares
allocable to individual participant accounts in the plans; and
(c) Send, or arrange to be sent, all shareholder communications of
the Fund relating to the Institutional Shares to the plans and plan
participants.
In performing its duties as shareholder servicing agent of the Fund with
respect to Institutional Shares, HA will act in accordance with the instructions
and directions of the Board
of Trustees of the Trust and will comply with the requirements of the 1940 Act
and the rules thereunder and all other applicable federal or state laws and
regulations.
3. Allocation of Expenses. HA shall bear all expenses in connection with
the performance of its services under this Agreement, except that the Trust
shall reimburse HA for out-of-pocket costs incurred in transmitting shareholder
communications to shareholders of the Fund and plan participants.
4. Fees.
(a) For the services rendered pursuant to this Agreement, the Trust
shall pay HA the fees set forth in Schedule A, annexed hereto.
(b) HA will xxxx the Trust as soon as practicable after the end of
each calendar month. The Trust will promptly pay to HA the amount of such
billing.
5. Limitation of Liability.
(a) HA shall not be liable to the Trust for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from HA's willful misfeasance, bad faith or gross negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof. The Trust will indemnify HA against and hold it harmless from
any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from the willful misfeasance, bad faith or gross
negligence of HA in the performance of such obligations and duties or by reason
of its reckless disregard thereof.
(b) The Trust and HA agree that the obligations of the Trust under
this Agreement shall not be binding upon any of the members of the Board of
Trustees, shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Trust, individually, but are binding only upon the
assets and property of the Fund, as provided in the Declaration of Trust.
(b) In no event and under no circumstances shall either party to this
Agreement be liable to the other party for consequential or indirect loss of
profits, reputation or business or any other special damages under any provision
of this Agreement or for any act or failure to act hereunder.
6. Term and Termination.
(a) This Agreement shall become effective on the date hereof and
shall continue for a period of two (2) years (the "Initial Term") unless earlier
terminated pursuant to the terms of this Agreement. Thereafter this Agreement
may be renewed for successive terms of
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one (1) year ("Renewal Term") each, provided, that each such Renewal Term is
approved by the Board of Trustees of the Trust, including the vote of a majority
of the Trustees who are not "interested persons," as defined by the 1940 Act and
the rules thereunder, of the Trust.
(b) Either party may terminate this Agreement, without penalty, at
any time upon not than less than sixty (60) days' prior written notice to the
other party.
(c) This Agreement shall terminate automatically in the event of its
"assignment," as such term is defined by the 1940 Act and the rules thereunder.
7. Amendment to this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is bought.
8. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws of
the State of Illinois.
(b) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(c) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(d) This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters described herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
XXXXXX ASSOCIATES LLC
By: /s/ X.X.Xxxxxxxx, III
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Name: X.X.Xxxxxxxx, III
Title: Principal
XXXXXX SERIES TRUST
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: President
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SCHEDULE A
FEE SCHEDULE
The fee payable to HA under this Agreement shall be computed at the annual rate
of 0.20% of the average daily net assets of the Fund attributable to
Institutional Shares, and shall be paid monthly.
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