EX-99.H5
SHAREHOLDER SERVICING AGREEMENT
(Administrative Shares)
Agreement made this 1st day of September, 1998, by and between Xxxxxx
Series Trust (the "Trust"), on behalf of its portfolio known as Xxxxxx Money
Market Fund (the "Fund"), and Xxxxxx Services LLC ("HS").
WITNESSETH:
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 HS 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 HS to serve as shareholder
servicing agent of the Fund with respect to the Administrative Shares on the
terms set forth in this Agreement, and HS 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, HS, as a shareholder servicing
agent, undertakes to perform the following specific services:
(a) Maintain records showing the number of Administrative Shares
owned by individual retirement accounts established through HS and by other
holders of Administrative Shares; and
(b) Send, or arrange to be sent, all shareholder communications of
the Fund relating to the Administrative Shares to shareholders.
In performing its duties as shareholder servicing agent of the Fund with
respect to Administrative Shares, HS 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. HS shall bear all expenses in connection with
the performance of its services under this Agreement, except that the Trust
shall reimburse HS for
out-of-pocket costs incurred in transmitting shareholder communications to
shareholders of the Fund.
4. Fees.
(a) For the services rendered pursuant to this Agreement, the Trust
shall pay HS the fees set forth in Schedule A, annexed hereto.
(b) HS will xxxx the Trust as soon as practicable after the end of
each calendar month. The Trust will promptly pay to HS the amount of such
billing.
5. Limitation of Liability.
(a) HS 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 HS's willfull 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 HS 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 willfull misfeasance, bad faith or gross
negligence of HS in the performance of such obligations and duties or by reason
of its reckless disregard thereof.
(b) The Trust and HS 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.
(c) 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 or 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 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.
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(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.
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 SERVICES LLC
By: /s/ X. X. Xxxxxxxx
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Name: X. X. Xxxxxxxx
Title: Secretary
XXXXXX SERIES TRUST
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
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SCHEDULE A
FEE SCHEDULE
The fee payable to HS under this Agreement shall be computed at the annual rate
of 0.25% of the average daily net assets of the Fund attributable to
Administrative Shares, and shall be paid monthly.
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