Exhibit 15b
SHAREHOLDER SERVICING AGREEMENT
Xxxxxxxx Xxxxxxxx Asset Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxxxx, Peabody Investment Trust III (the "Trust") confirms
its agreement with Xxxxxxxx Xxxxxxxx Asset Management Inc. ("Xxxxxxxx
Xxxxxxxx"), implementing the terms of the Shareholder Servicing and Distribution
Plan dated as of August 25, 1993 (the "Plan") adopted by the Trust with respect
to each of the Class A shares and Class B shares of the Xxxxxx, Xxxxxxx Small
Cap Equity Fund (the "Fund"), a series of the Trust, pursuant to Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940, as amended (the "1940 Act"),
as follows:
Section 1. Compensation and Services to be Rendered.
(a) The Trust will pay Xxxxxxxx Xxxxxxxx an annual fee in
connection with the servicing of Fund shareholder accounts. The annual fee paid
to Xxxxxxxx Xxxxxxxx under this Agreement will be calculated daily and paid
monthly by the Trust at the annual rate of .25% of the average daily net assets
with respect to each of the Classes.
(b) The annual fee with respect to each Class will be used by
Xxxxxxxx Xxxxxxxx to provide compensation for ongoing servicing and/or
maintenance of shareholder accounts in the Class and to cover an allocable
portion of overhead and other Xxxxxxxx Xxxxxxxx branch office expenses related
to the servicing and/or maintenance of shareholder accounts. Compensation will
be paid by Xxxxxxxx Xxxxxxxx to persons, including Xxxxxxxx Xxxxxxxx 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 manager, investment adviser,
transfer agent or other agent of the Fund.
Section 2. Approval by Trustees.
This Agreement will not take effect until approved by a
majority vote of both (a) the full Board of Trustees of the Trust and (b) those
Trustees who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in this Agreement
(the "Independent
Trustees"), cast in person at a meeting called for the purpose of voting on this
Agreement.
Section 3. Continuance of the Plan.
This Agreement will continue in effect from year to year so
long as its continuance is specifically approved annually by vote of the Trust'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 a particular Class of shares of the Fund without the payment of any penalty,
by vote of a majority of the Independent Trustees or by vote of a majority of
the outstanding voting securities represented by the particular Class of shares
of the Fund on not more than 60 days' written notice to Xxxxxxxx Xxxxxxxx. The
Plan may remain in effect with respect to a particular Class even if the Plan
has been terminated in accordance with this Section 4 with respect to any other
Class.
(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 Trust's Trustees who are not interested persons of the Trust
will be committed to the discretion of the Trustees then in office who are not
interested persons of the Trust.
Section 6. Written Reports.
Xxxxxxxx Xxxxxxxx agrees that, in each year during which this
Agreement remains in effect, Xxxxxxxx Xxxxxxxx will prepare and furnish to the
Trust's Board of Trustees, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, that set out the
amounts expended under this Agreement and the purposes for which those
expenditures were made.
Section 7. 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 1940 Act and the rules and regulations
under the 1940 Act, subject to any exemption that may be granted to the Trust
under the 1940 Act by the Securities and Exchange Commission.
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Section 8. Filing of Declaration of Trust.
The Trust represents that a copy of its Declaration of Trust
dated as of April 8, 1993, 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 9. Limitation of Liability.
The obligations of the Trust 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 Trust, individually, but are
binding only upon the assets and property of the Trust, as provided in the
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust, and signed by an authorized officer of
the Trust, 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 Trust as provided in the Declaration of
Trust. No series of the Trust, including the Fund, will be liable for any claims
against any other series.
Section 10. Dates.
This Agreement has been executed by the Trust with respect to
the Fund as of January 30, 1995 and will become effective, as to any particular
Class, as of that date.
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,
XXXXXX, XXXXXXX INVESTMENT TRUST III
By: Xxxxxx X. XXxxx
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Accepted:
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By: Xxxxxx X. X'Xxxxxxx
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