SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT IS MADE AS OF THE 18TH DAY OF SEPTEMBER, 1995
BETWEEN
FRANKLIN XXXXXXXXX INVESTOR SERVICES, INC., a California corporation with
offices located at 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
(hereinafter called "the Transfer Agent");
AND
XXXXXXXXX XXXXXXXX INVESTMENT SERVICES (ASIA) LIMITED, incorporated under the
laws of Hong Kong with its registered office at 2701 Shui On Centre, Hong Kong
(hereinafter called "the Agent").
WHEREAS
(A) the Transfer Agent provides shareholder services ("the Services") for
Xxxxxxxxx Growth Fund, Inc. and Xxxxxxxxx Funds, Inc., (on behalf of
Xxxxxxxxx World Fund and Xxxxxxxxx Foreign Fund), which are
incorporated under the laws of Maryland and registered under US
Investment Company Act of 1940 as open-end, diversified management
investment companies ("the Funds") and in respect of the shares of the
Funds ("the Shares");
(B) the Services are provided in accordance with the terms and conditions
contained in the current Prospectuses of the Funds as such may be
supplemented or amended; and
(C) the Agent has agreed to undertake part of the Services on behalf of the
Transfer Agent with respect to investors located in Asia (hereinafter
called "Asian Shareholders") on the following terms and conditions.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. APPOINTMENT
The Transfer Agent hereby appoints the Agent as a non-exclusive
shareholder services agent with respect to Asian Shareholders.
2. MANDATE
The Agent shall undertake part of the Services, namely
(a) to deal with requests for the purchase, transfer, exchange or
redemption of Shares by Asian Shareholders;
(b) to accept and forward to the Transfer Agent Share certificates tendered
for exchange, replacement, repurchase or transfer by the Asian
Shareholders; to accept and forward to the Transfer Agent such forms
and documents as may be submitted to it in connection with any such
tender;
(c) to assist in the processing of subscriptions for Shares and to assist
in dealing with requests for repurchases of Shares;
(d) to provide and supervise services with regard to the dispatch of
statements, reports, notices, announcements and other documents to
shareholders of the Funds and to maintain such records with regard
thereto as may be required from time to time by the Funds;
(e) to respond to relevant inquiries concerning the Funds; and
(f) to perform such other services as may be agreed upon from time to time
among the parties.
3 LIMITATION OF AUTHORITY
No person is authorized to make any representations concerning the
Funds or the Shares except those contained in the curren Prospectuses
of the Funds and in such printed information as may subsequently be
prepared or approved in writing on behalf of the Funds. No persons is
authorized to distribute any sales material on behalf of the Funds. The
Agent shall indemnify and hold the Transfer Agent harmless from and
against any and all damages, claims,loss, liability or expense to the
Transfer Agent or the Funds arising out of or related to the part of
the Services undertaken by the Agent. The Transfer Agent shall
indemnify and hold the Agent harmless from and against any and all
damages, claims, loss, liability or expense arising out of or related
to the Services other than the part undertaken by the Agent.
4. COMPENSATION
As compensation for the part of the Services undertaken by the Agent it
shall receive a shareholder services fees as specified in Appendix 1 to
the Agreement.
5. QUALIFICATION TO ACT
The Agent agrees that it will not act as shareholder services agent for
any persons to whom the Funds may not lawfully offer Shares.
6. RECORD KEEPING
In respect of the Services undertaken by the Agent, it shall maintain
all records required by law and upon request promptly make these
records available to the Transfer Agent or the Funds.
7. APPLICABLE LAWS
The Agent agrees to comply with all applicable United States Federal
and State laws and rules, as well as the rules and regulations of any
and all governments or authorized agencies having jurisdiction over the
Agent.
8. TERMINATION OF THE AGREEMENT
Any party shall have the right to terminate this Agreement without the
payment of any penalty upon 60 days notice in writing to the other
parties.
9. JURISDICTION AND VENUE
This Agreement shall be governed by the laws of California. Venue for
any dispute hereunder shall be San Mateo, California.
10. INTEGRATION
This Agreement embodies the entire understanding between the parties
relating to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.
11. ADDRESSES OF THE PARTIES
All notices, requests, demands and other communication hereunder shall
be in writing and shall be deemed to have been duly given if delivered
by hand (and duly receipted) or mailed, certified or registered mail,
return receipt requested, as follows:
If to the Transfer Agent:
FRANKLIN XXXXXXXXX INVESTOR SERVICES, INC.
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
If to the Agent:
XXXXXXXXX XXXXXXXX INVESTMENT
SERVICES (ASIA) LIMITED
2701 Shui On Centre
Hong Kong
or to such other person or address as any party may furnish or
designate to the other in writing in accordance hereto. Notice given
by mail shall be deemed to have been given upon the date shown on the
certified or registered postal receipt showing delivery to the
recipient.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers on the date first above written.
FRANKLIN XXXXXXXXX INVESTOR SERVICES, INC.
BY:/s/XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
XXXXXXXXX XXXXXXXX INVESTMENT SERVICES (ASIA) LIMITED
By:/s/XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
APPENDIX 1
SHAREHOLDER SERVICES FEE
In respect of the Services, the Transfer Agent shall pay the Agent an annual fee
calculated US $12.00 per Shareholder account. Such fees shall be paid to the
Agent quarterly in arrears.
