TH XXX, XXXXXX EMERGING OPPORTUNITIES PORTFOLIO
SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER SERVICING AGREEMENT, dated as of July __, 2001, between TH XXX,
XXXXXX INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), on behalf
of its series TH XXX, XXXXXX EMERGING OPPORTUNITIES PORTFOLIO (the "Fund"), and
__________________________, a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, and a member of the National Association of
Securities Dealers, Inc. (the "Service Agent").
In consideration of the mutual agreements herein made, the parties hereto
agree as follows:
1. PROVISION OF SHAREHOLDER SERVICES.
(a) GENERAL. The Service Agent agrees to maintain accounts for its
customers who have purchased or otherwise acquired shares of the Fund
("Customers"). The Service Agent has read the Fund's preliminary prospectus,
dated June __, 2001, and understands the nature of the Fund. In particular, the
Service Agent understands that the Fund's common stock will not be listed on any
securities exchange and that it is uncertain if a secondary market for the stock
will develop. The Service Agent further understands that the Fund will conduct
quarterly repurchase offers in which it will offer to repurchase 5% of its
outstanding shares, and that, if more than 5% (plus, in the discretion of the
Fund, up to an additional 2%) of the Fund's shares are tendered for repurchase
in any quarterly tender offer, the Fund will repurchase the tendered shares
pro-rata on the basis of the number of shares tendered by each shareholder. The
Service Agent understands that the Trustees of the Trust may instruct the Fund
to offer to repurchase a higher (but not a lower) percentage of shares in any
quarterly repurchase offer, but not higher than 25% of its outstanding shares,
and that the Fund currently does not expect any quarterly repurchase offer to
exceed 5%. The Service Agent agrees to provide customary shareholder services to
Customers, including responding to Customer inquiries about the Fund and the
transferability of shares, assisting in selecting dividend payment options and
such other services and shareholder assistance as may from time to time be
mutually agreed upon by the Fund and the Service Agent.
(b) REPURCHASE OFFERS. With respect to each quarterly repurchase offer
by the Fund, the Service Agent agrees: to transmit to each Customer on behalf of
the Fund in a timely manner the repurchase offer materials (subject to its
timely receipt from the Fund of the reasonable number of copies thereof
requested by the Service Agent); to respond to Customer inquiries about the
procedures for tendering shares; to transmit tendered shares on behalf of those
Customers who wish to tender; and to remit repurchase proceeds to the
appropriate investors. If the Fund pro-rates shares tendered for repurchase, the
Service Agent will be responsible for determining the correct allocation among
its Customers of the repurchase proceeds and the shares not purchased.
(c) RESTRICTIONS ON TRANSFERS. The Service Agent understands that the
Fund's shares are subject to transfer restrictions that permit transfers only to
persons who are "qualified clients" (as such term is defined in Rule 205-3)
under the Investment Advisers Act of 1940 (the "Advisers Act")). The Service
Agent agrees that (i) it will not make any sales or transfers of
shares of the Fund to any of its clients unless such client is a qualified
client; (ii) it has implemented procedures designed to enable it to form a
reasonable belief that any transferee of the shares who is its client is a
qualified client; (iii) it will obtain certification from each client who
purchases shares substantially in the form attached as Appendix A to the Fund's
preliminary prospectus; (iv) it will cooperate with the Securities and Exchange
Commission (the "SEC") in the event of an audit or examination of the Fund's or
its investment adviser's compliance with the qualified-client requirement of
Rule 205-3 under the Advisers Act; and (v) confirmations of any sales of shares
by it as principal or agent to its customers will include a statement regarding
the transfer restrictions applicable to the shares.
2. COMPENSATION.
(a) As compensation for the services performed by the Service Agent
pursuant to Section 1, the Fund will pay to the Service Agent promptly after the
end of each calendar quarter a fee, calculated on each day during such quarter,
at an annual rate of 0.25% of the Fund's average daily net assets attributable
to shares owned by Customers, or, if applicable law, rules or regulations do not
permit payment of the full amount of such fee, such lesser amount as may be
permitted by applicable law, rules or regulations.
(b) If the Service Agent shall serve hereunder for less than the whole
of any calendar quarter, the fee hereunder shall be prorated.
(c) Except as otherwise contemplated by rule or regulation of the SEC,
the National Association of Securities Dealers, Inc. or any national securities
exchange, the Fund will have no other obligation to compensate the Service Agent
for its costs incurred in connection with the performance of its obligations
hereunder; PROVIDED, HOWEVER, that the Fund shall bear the costs of printing and
distributing the quarterly repurchase offer materials to the Fund's
shareholders, including the reimbursement of the Service Agent of its reasonable
costs incurred in connection therewith.
(d) Nothing herein shall prohibit the Board of Directors of the Fund
from approving the payment by the Fund of additional compensation to others for
services similar to those provided hereunder.
3. TERMINATION OF AGREEMENT. This Agreement shall continue in full force
and effect until December 31, 2002, and from year to year thereafter unless
either party shall have notified the other party in writing at least 60 days
prior to such December 31 or prior to December 31 of any year thereafter that it
does not desire such continuance. Notwithstanding any termination of this
Agreement, the Service Agent agrees to continue providing the services under
Section 1(b) of this Agreement for each of its customers who hold shares of the
Fund.
4. MISCELLANEOUS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES. Anything herein to the contrary notwithstanding, this Agreement
shall not be construed to require, or to impose any duty upon either of the
parties, to do anything in violation of any applicable laws or regulations. All
notices shall be sent to the attention of the individual and at the address
specified below. Notices shall be delivered by pre-paid mail, return receipt
requested, or by a facsimile machine or similar means of same day delivery which
provides evidence of receipt (with a confirming copy by mail as set forth
above).
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IN WITNESS WHEREOF, the Fund and the Service Agent have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
TH XXX, XXXXXX INVESTMENT TRUST
By:____________________________
Name:
Title:
SERVICE AGENT:
NAME:__________________________
By:____________________________
Name:
Title:
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