SHAREHOLDER SERVICES AGREEMENT (CLASS N AND I)

SHAREHOLDER SERVICES AGREEMENT

(CLASS N AND I)

AGREEMENT made as of this 18th day of February, 2005 by and between XXXXXXX XXXXX FUNDS, a Delaware statutory trust (the Trust”), on behalf of the Xxxxxxx Xxxxx Emerging Markets Growth Fund (the “Fund”), and XXXXXXX XXXXX & COMPANY, L.L.C., an Illinois limited liability company (“Xxxxxxx Xxxxx”).

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1. The Trust hereby appoints Xxxxxxx Xxxxx to provide information and shareholder services for the benefit of the Fund and its shareholders. In this regard, Xxxxxxx Xxxxx may appoint various broker-dealer firms and other service firms (“Firms”) to provide related services and facilities for persons who are investors in the Fund (“investors”). Xxxxxxx Xxxxx or the Firms shall provide such office space and equipment, telephone facilities, personnel or other services as may be necessary or beneficial for providing information and services to investors in the Fund. Such services and assistance may include, but are not limited to, establishing and maintaining accounts and records, processing purchase and redemption transactions, answering routine inquiries regarding the Trust and the Fund and special features available to shareholders, assistance to investors in changing dividend and investment options, account designations and addresses, and such other services as the Trust or Xxxxxxx Xxxxx may reasonably request. Firms may include affiliates of Xxxxxxx Xxxxx.

Xxxxxxx Xxxxx accepts such appointment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. Xxxxxxx Xxxxx shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. Xxxxxxx Xxxxx, by separate agreement with the Trust, may also serve the Trust in other capacities. In carrying out its duties and responsibilities hereunder, Xxxxxxx Xxxxx may appoint various Firms to provide services described herein directly to or for the benefit of investors in the Fund. Such Firms shall at all times be deemed to be independent contractors retained by Xxxxxxx Xxxxx and not the Fund. Xxxxxxx Xxxxx and not the Fund will be responsible for the payment of compensation to such Firms for such services.

2. For the shareholder services and facilities described in Section 1, the Fund will pay to Xxxxxxx Xxxxx at the end of each calendar month a shareholder services fee computed at an annual rate of 0.15 of 1% of the average daily net assets of Class N and Class I shares of the Fund. The shareholder services fee will be calculated separately for each class of the Fund as an expense of each such class. For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during such month and year, respectively. The services of Xxxxxxx Xxxxx to the Trust under this Agreement are not to be deemed exclusive, and Xxxxxxx Xxxxx shall be free to render similar services or other services to others.

The net asset value for each share of the Fund shall be calculated in accordance with the provisions of the Fund’s current prospectus. On each day when net asset value is not calculated, the net asset value of a share of the Fund shall be deemed to be the net asset value of such a share as of the close of business on the last day on which such calculation was made for the purpose of the foregoing computations.

3. The Fund shall assume and pay all charges and expenses of its operations not specifically assumed or otherwise to be provided by Xxxxxxx Xxxxx under this Agreement.

4. This Agreement may be terminated at any time without the payment of any penalty by the Trust or by Xxxxxxx Xxxxx on sixty (60) days written notice to the other party. Termination of this Agreement shall not affect the right of Xxxxxxx Xxxxx to receive payments on any unpaid balance of the compensation described in Section 2 hereof earned prior to such termination. All material amendments to this Agreement must be approved by vote of the Board of Trustees of the Trust.

5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder shall not be thereby affected.

6. Any notice under this Agreement shall be in writing, addressed and delivered or mail, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notice.

7. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Illinois.

IN WITNESS WHEREOF, the Trust and Xxxxxxx Xxxxx have caused this Agreement to be executed as of the day and year first above written.

						XXXXXXX XXXXX FUNDS
Attest:		/s/ XXXXXXX X. XXXXXXXXX				By:		/s/ XXXXX XXXXX
						XXXXXXX XXXXX & COMPANY, L.L.C.
Attest:		/s/ XXXXXX X. XXXX				By:		/s/ XXXXXXX X. XXXXX

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