EXHIBIT (H) (V) UNDER FORM N-1A
EXHIBIT (10) UNDER ITEM 601/REG. S-K
SHAREHOLDER SERVICING AGREEMENT
AGREEMENT, made this day of , 2007,
between BBH TRUST, a Delaware statutory trust (the "Investment Company") having
its principal place of business at 000 Xxxxxxxx, Xxx Xxxx, XX 00000, and XXXXX
BROTHERS XXXXXXXX & CO. (the "Financial Institution"), a New York limited
partnership, having its principal place of business at 000 Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, as the shareholder servicing agent hereunder (the "Agent");
W I T N E S S E T H:
WHEREAS, the Investment Company's shares (the "Shares") are divided into
separate series (each, a "Fund"); and
WHEREAS, the Investment Company desires to appoint the Financial
Institution as its Agent to perform certain services for shareholders of and
prospective investors in the Funds; and
WHEREAS, the Financial Institution desires to accept such appointment;
NOW, THEREFORE, each Investment Company and the Financial Institution
hereby agree as follows:
1. APPOINTMENT. The Financial Institution, as Agent, hereby agrees to
perform certain services for shareholders of and prospective investors in the
Funds as hereinafter set forth. The Agent's appointment hereunder is exclusive,
and the parties recognize and agree that the Investment Company may not enter
into other shareholder servicing agreements, in writing or otherwise.
2. SERVICE TO BE PERFORMED.
2.1. Type of Service. The Agent shall be responsible for performing
shareholder account, administrative and servicing functions with respect to the
shareholders of the Funds that are recorded as such on the records of a Fund's
transfer agent other than those shareholders of record, if any, which are
Eligible Institutions, (as defined in a Fund's prospectus). These services
shall include without limitation:
(a) answering inquiries from shareholders of and prospective
investors in the Funds regarding account status and history, the manner in which
purchases and redemptions of the Shares may be effected, and certain other
matters pertaining to the Funds; (b) assisting shareholders of and prospective
investors in the Funds in designating and changing dividend options, account
designations and addresses; and (c) providing such other related services as the
Investment Company or a shareholder of or prospective investor in a Fund may
reasonably request. The Agent shall provide all personnel and facilities to
perform the functions described in this paragraph.
2.2. Standard of Services. All services to be rendered by the Agent
hereunder shall be performed in a professional, competent and timely manner.
The details of the operating standards and procedures to be followed by the
Agent in performance of the services described above shall be determined from
time to time by agreement between the Agent and the Investment Company. The
Investment Company acknowledges that the Agent's ability to perform on a timely
basis certain of its obligations under this Agreement depends upon the
Investment Company's timely delivery of certain materials and/or information to
the Agent. The Investment Company agrees to use its best efforts to provide
such materials to the Agent in a timely manner.
3. FEES. In consideration for the services described in Section 2
hereof and the incurring of expenses in connection therewith, the Agent shall
receive from each Fund fees as identified in Appendix A hereto. Such fees are
to be paid in arrears monthly at an annual rate of a percentage of the average
daily net assets of such Fund represented by Shares owned during the period for
which payment is being made by shareholders who do not hold their shares with an
Eligible Institution (as defined in a Fund's prospectus). For purposes of
determining the fees payable to the Agent hereunder, the value of each Fund's
net assets shall be computed in the manner specified in each Fund's then-current
prospectus for the computation of the net asset value of that Fund's shares.
The above fees constitute all fees to be paid to the Financial Institution by
the Investment Company with respect to the transactions contemplated hereby.
4. INFORMATION PERTAINING TO THE SHARES. The Agent and its officers,
employees and agents are not authorized to make any representations concerning
the Funds or the Shares to shareholders of or prospective investors in the
Funds, excepting only accurate communication of any information provided by or
on behalf of any administrator of the Investment Company or any distributor of
the Shares or any factual information contained in a Fund's then-current
prospectus.
5. INDEMNIFICATION.
5.1. Indemnification of the Agent. The Investment Company will
indemnify and hold the Agent harmless from all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses) from
any claim, demand, action or suit (collectively, "Claims") (a) arising in
connection with misstatements or omissions in a Fund's prospectus, actions or
inactions by the Investment Company or any of its agents or contractors or the
performance of the Agent's obligations hereunder, and (b) not resulting from the
gross negligence or willful misconduct of the Agent, its officers, employees or
agents. Notwithstanding anything herein to the contrary, the Investment Company
will indemnify and hold the Agent harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any Claim as a result of its acting in accordance with
any written instructions reasonably believed by the Agent to have been executed
by any person duly authorized by the Investment Company, or as a result of
acting in reliance upon any instrument or stock certificate reasonably believed
by the Agent to have been genuine and signed, countersigned or executed by a
person duly authorized by the Investment Company, excepting only the gross
negligence or willful misconduct of the Agent.
In any case in which the Investment Company may be asked to indemnify or
hold the Agent harmless, the Investment Company shall be advised of all
pertinent facts concerning the situation in question and the Agent shall use
reasonable care to identify and notify the Investment Company promptly
concerning any situation which presents or appears likely to present a claim for
indemnification against the Investment Company. The Investment Company shall
have the option to defend the Agent against any Claim which may be the subject
of indemnification hereunder. In the event that the Investment Company elects
to defend against such Claim, the defense shall be conducted by counsel chosen
by the Investment Company and reasonably satisfactory to the Agent. The Agent
may retain additional counsel at its expense. Except with the prior written
consent of the Investment Company, the Agent shall not confess any Claim or make
any compromise in any case in which the Investment Company will be asked to
indemnify the Agent.
5.2. Indemnification of the Investment Company. Without limiting the
rights of the Investment Company under applicable law, the Agent will indemnify
and hold the Investment Company harmless from all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses) from
any Claim (a) resulting from the gross negligence or willful misconduct of the
Agent, its officers, employees or agents, and (b) not resulting from the Agent's
actions in accordance with written instructions reasonably believed by the Agent
to have been executed by any person duly authorized by the Investment Company,
or in reliance upon any instrument or stock certificate reasonably believed by
the Agent to have been genuine and signed, countersigned or executed by a person
duly authorized by the Investment Company.
In any case in which the Agent may be asked to indemnify or hold the
Investment Company harmless, the Agent shall be advised of all pertinent facts
concerning the situation in question and the Investment Company shall use
reasonable care to identify and notify the Agent promptly concerning any
situation which presents or appears likely to present a claim for
indemnification against the Agent. The Agent shall have the option to defend
the Investment Company against any Claim which may be the subject of
indemnification hereunder. In the event that the Agent elects to defend against
such Claim, the defense shall be conducted by counsel chosen by the Agent and
reasonably satisfactory to the Investment Company. The Investment Company may
retain additional counsel at its expense. Except with the prior written consent
of the Agent, the Investment Company shall not confess any claim or make any
compromise in any case in which the Agent will be asked to indemnify the
Investment Company.
5.3. Survival of Indemnities. The indemnities granted by the parties in
this Section 5 shall survive the termination of this Agreement.
6. NOTICES. All notices or other communications hereunder to either
party shall be in writing and shall be deemed sufficient if mailed to such party
at the address of such party set forth in the preamble of this Agreement or at
such other address as such party may have designated by written notice to the
other.
7. TERMINATION. This Agreement may be terminated by the Investment
Company, without the payment of any penalty, at any time on 60 days' notice, by
a vote of a majority of the Board of Trustees of the Investment Company who are
not "interested persons" of the Investment Company (as defined in the 1940 Act),
or by a "vote of a majority of the outstanding voting securities" (as defined in
the 0000 Xxx) of the Investment Company. The Agent may terminate this Agreement
on 60 days' notice to the Investment Company. Upon termination hereof, the
Investment Company shall pay such compensation as may be due the Agent as of the
date of such termination.
8. CHANGES; AMENDMENTS. This Agreement may be changed or amended only
by written instrument signed by both parties.
9. SEVERAL LIABILITY. The parties agree that the assets and
liabilities of each Fund are separate and distinct from the assets
and liabilities of each other Fund and that no Fund shall be liable
or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
10. PERSONAL LIABILITY. The Trustees have authorized the execution of
this Agreement in their capacity as Trustees and not individually
and the Agent agrees that neither Fund shareholders nor the
Trustees nor any officer, employee, representative or agent of the
Investment Company shall be personally liable upon, nor shall
resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by the
Investment Company, that neither Fund shareholders nor the
Trustees, officers, employees, representatives or agents of the
Investment Company shall be personally liable hereunder, and the
Agent shall look solely to the property of the Investment Company
and each Fund for the satisfaction of any claim hereunder.
11. MISCELLANEOUS. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of New York. The captions
in this Agreement are included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
BBH TRUST XXXXX BROTHERS XXXXXXXX & CO.
By: By:
Name: Name:
Title: Title:
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APPENDIX A
SHAREHOLDER SERVICING AGREEMENT ANNUAL FEE RATES
Fund: Annual Fee Rate:
BBH TRUST:
BBH Real Return Fund - Class N 0.25%
BBH Core Select - Class N 0.25%
BBH Broad Market Fund - Class N 0.25%
BBH International Equity Fund - Class N 0.25%
BBH Money Market Fund 0.25%
BBH U.S. Treasury Money Fund 0.225%
BBH Tax-Exempt Money Fund 0.25%
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