EXHIBIT h
SHAREHOLDER SERVICING AGREEMENT
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Xxxx Xxxxx & Company, Incorporated
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The Xxxxx Fund (the "Fund") confirms its agreement with Xxxx Xxxxx &
Company, Incorporated ("Xxxxx Inc.") with respect to the servicing of
shareholder accounts in each series of the Fund other than the Xxxxx Money
Market Portfolio (the "Series").
Section 1. COMPENSATION AND SERVICES TO BE RENDERED.
(a) The Fund will pay Xxxxx Inc. an annual fee in compensation for its
services in connection with the servicing of shareholder accounts in each
Series. The annual fee paid to Xxxxx Inc. under this Agreement will be
calculated daily and paid monthly by the Fund at the annual rate of .25% of the
Fund's average daily net assets attributable to each Series.
(b) The annual fee will be used by Xxxxx Inc. to provide compensation
for ongoing servicing and/or maintenance of shareholder accounts in each Series
and to cover an allocable portion of overhead and other Xxxxx Inc. and selected
dealer office expenses related to the servicing and/or maintenance of
shareholder accounts. Compensation will be paid by Xxxxx Inc. to persons,
including Xxxxx Inc. employees, who respond to inquiries of shareholders of the
Fund regarding their ownership of shares or their accounts with the Fund or who
provide other similar services not otherwise required to be provided by the
Fund's investment manager, transfer agent or other agent of the Fund.
Section 2. APPROVAL OF TRUSTEES.
This Agreement will not take effect until approved by a majority vote
of both (a) the full Board of Trustees of the Fund and (b) those Trustees who
are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of this Agreement (the "Independent
Trustees"), cast in person at a meeting called for the purpose of voting on this
Agreement.
Section 3. CONTINUANCE OF AGREEMENT.
This Agreement will continue in effect from year to year so long as
its continuance is specifically approved annually by vote of the Fund's Board of
Trustees in the manner described in Section 2 above.
Section 4. TERMINATION.
(a) This Agreement may be terminated at any time with respect to any
Series without the payment of penalty, by vote of a majority of the Independent
Trustees or by vote of a majority of the outstanding voting securities
represented by the Series on not more than 60 days' written notice to Xxxxx Inc.
(b) This Agreement will terminate automatically in the event of its
assignment.
Section 5. SELECTION OF CERTAIN TRUSTEES.
While this Agreement is in effect, the selection and nomination of the
Fund's Trustees who are not interested persons of the Fund will be committed to
the discretion of the Trustees then in office who are not interested persons of
the Fund.
Section 6. AMENDMENTS.
No material amendment to the Plan may be made unless approved by the
Fund's Board of Trustees in the manner described in Section 2 above.
Section 7. PRESERVATION OF MATERIALS.
The Fund will preserve copies of this Agreement for a period of not
less than six years (the first two years in an easily accessible place) from the
date of this Agreement.
Section 8. MEANING OF CERTAIN TERMS.
As used in this Agreement, the terms "interested person" and "majority
of the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the Investment Company Act of 1940, as amended (the
"Act") and the rules and regulations under the Act, subject to any exemption
that may be granted to the Fund under the Act by the Securities and Exchange
Commission.
Section 9. FILING OF DECLARATION OF TRUST.
The Fund represents that a copy of its Declaration of Trust dated as
of March 20, 1986, as amended from time to time (the "Declaration of Trust"), is
on file with the Secretary of the Commonwealth of Massachusetts and with the
Boston City Clerk.
Section 10. LIMITATION OF LIABILITY.
The obligations of the Fund under this Agreement will not be binding
upon any of the Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Fund, individually, but are binding only
upon the assets and property of the Fund, as provided in the Declaration of
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees of the Fund, and signed by an authorized officer of the Fund, acting as
such, and neither the authorization by the Trustees nor the execution and
delivery by the officer will be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but will bind
only the trust property of the Fund as provided in the Declaration of Trust. No
Series of the Fund will be liable for any claims against any other Series.
Section 11. DATES.
This Agreement has been executed by the Fund as of May 12, 1993 and
will become effective AS OF May 24, 1993.
If the terms and conditions described above are in accordance with
your understanding, kindly indicate your acceptance of this Agreement by signing
and returning to us the enclosed copy of this Agreement.
Very truly yours,
THE XXXXX FUND
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Treasurer
Accepted:
XXXX XXXXX & COMPANY, INCORPORATED
By: /s/ Xxxxx X. Staple
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Xxxxx X. Staple, Secretary
