THE XXXXXXXX FUNDS
RESTATED SHAREHOLDER SERVICING AGREEMENT
THIS AGREEMENT originally made as of the 23rd day of December 1992
restated as of July 7, 1994 between THE XXXXXXXX FUNDS, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, a New York trust
company ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, the Trust is a diversified open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, transactions in shares of the Trust ("Shares") may be made
by investors who are using the services of a financial institution which is
acting as shareholder servicing agent pursuant to an agreement with the Trust;
and
WHEREAS, Xxxxxx wishes to act as the shareholder servicing agent for
its customers and for other investors in the Trust who are customers of an
Eligible Institution as contemplated by the currently effective prospectus of
the respective Series of the Trust (the "Customers") in performing certain
administrative functions in connection with purchases and redemptions of Shares
from time to time upon the order and for the account of Customers and to provide
related services to Customers in connection with their investments in the Trust;
and
WHEREAS, it is in the interest of the Trust to make the shareholder
services of Xxxxxx available to Customers who are or may become shareholders of
the Trust; and
NOW, THEREFORE, the Trust and Xxxxxx hereby agree as follows:
1. APPOINTMENT. Xxxxxx hereby agrees to perform certain shareholder
services as agent for Customers with respect to each Fund (as defined in the
next sentence) as hereinafter set forth. As used herein, a "Fund" means the
assets and liabilities of the Trust attributable to any series of Shares as may
be created from time to time by the Trustees of the Trust and to which the Trust
and Xxxxxx agree this Agreement shall apply.
2. SERVICES TO BE PERFORMED.
2.1. SHAREHOLDER SERVICES. Xxxxxx shall be responsible for
performing shareholder account administrative and servicing functions,
which shall include without limitation:
(a) answering Customer inquiries 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 Trust; (b) assisting
Customers in designating and changing dividend options, account designations and
addresses; (c) providing necessary personnel and facilities to coordinate the
establishment and maintenance of shareholder accounts and records with the
Trust's transfer agent; (d) receiving Customers' purchase and redemption orders
on behalf of, and transmitting such orders to the Trust's transfer agent; (e)
arranging for the wiring or other transfer of funds to and from Customer
accounts in connection with Customer orders to purchase or redeem Shares; (f)
verifying purchase and redemption orders, transfers
among and changes in Customer-designated accounts; (g) informing the distributor
of the Trust of the gross amount of purchase and redemption orders for Shares;
(h) monitoring the activities of the Trust's transfer agent related to
Customers' accounts, and to statements, confirmations or other reports furnished
to Customers by the Trust's transfer agent; and (i) providing such other related
services as the Trust or a Customer may reasonably request, to the extent
permitted by applicable law. Xxxxxx shall provide all personnel and facilities
necessary in order for it to perform the functions contemplated by this
paragraph with respect to Customers.
2.2 STANDARD OF SERVICES. All services to be rendered by Xxxxxx
hereunder shall be performed in a professional, competent and timely manner
subject to the supervision of the Trustees of the Trust. The details of the
operating standards and procedures to be followed by Xxxxxx in the performance
of the services described above shall be determined from time to time by
agreement between Xxxxxx and the Trust.
3. FEES. As full compensation for the services described in Section 2
hereof and expenses incurred by Xxxxxx, the Trust shall pay Xxxxxx a fee at an
annual rate of the daily net asset values of each Fund's shares owned by or for
Customers and attributable to the Trust as set forth on Schedule A attached
hereto. This fee will be computed daily and will be payable as agreed by the
Trust and Xxxxxx, but no more frequently than monthly.
4. INFORMATION PERTAINING TO THE SHARES; ETC. Xxxxxx and its
officers, employees and agents are not authorized to make any representations
concerning the Trust or the Shares except to communicate to Customers accurately
factual information contained in the Fund's Prospectus and Statement of
Additional Information and objective historical performance information. Xxxxxx
shall act as agent for Customers only in furnishing information regarding the
Trust or the Shares and shall have no authority to act as agent for the Trust in
its capacity as shareholder servicing agent hereunder.
During the term of this Agreement, the Trust agrees to furnish Xxxxxx
all prospectuses, statements of additional information, proxy statements,
reports to shareholders, sales literature, or other material the Trust will
distribute to shareholders of each Fund or the public, which refer in any way to
Xxxxxx, and Xxxxxx agrees to furnish the Trust all material prepared for
Customers, in each case prior to use thereof, and not to use such material if
the other party reasonably objects in writing within five business days (or such
other time as may be mutually agreed in writing) after receipt thereof. In the
event of termination of this Agreement, the Trust will continue to furnish to
Xxxxxx copies of any of the above-mentioned materials which refer in any way to
Xxxxxx. The Trust shall furnish or otherwise make available to Xxxxxx such other
information relating to the business affairs of the Trust as Xxxxxx at any time,
or from time to time, reasonably requests in order to discharge its obligations
hereunder.
Nothing in this Section 4 shall be construed to make the Trust liable
for the use of any information about the Trust which is disseminated by Xxxxxx.
5. USE OF XXXXXX'X NAME. The Trust shall not use the name of Xxxxxx
in any prospectus, sales literature or other material relating to the Trust in a
manner not approved by Xxxxxx prior thereto in writing; PROVIDED, HOWEVER, that
the approval of Xxxxxx shall not be required for any use of its name which
merely refers in accurate and factual terms to its appointment hereunder or as
investment advisor to the Trust or which
is required by the Securities and Exchange Commission or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; PROVIDED, FURTHER, that in no event shall such approval be
unreasonably withheld or delayed.
6. USE OF THE FUND'S NAME. Xxxxxx shall not use the name of the Trust
on any checks, bank drafts, bank statements or forms for other than internal use
in a manner not approved by the Trust prior thereto in writing; PROVIDED,
HOWEVER, that the approval of the Trust shall not be required for the use of the
Trust's name in connection with communications permitted by Sections 2 and 4
hereof or for any use of the Trust's name which merely refers in accurate and
factual terms to Xxxxxx'x role hereunder or as investment advisor to the Trust
or which is required by the Securities and Exchange Commission or any state
securities authority or any other appropriate regulatory, governmental or
judicial authority; PROVIDED, FURTHER, that in no event shall such approval be
unreasonably withheld or delayed.
7. SECURITY. Xxxxxx represents and warrants that the various
procedures and systems which it has implemented with regard to safeguarding from
loss or damage attributable to fire, theft or any other cause any Trust records
and other data and Xxxxxx'x records, data, equipment, facilities and other
property used in the performance of its obligations hereunder are adequate and
that it will make such changes therein from time to time as in its judgment are
required for the secure performance of its obligations hereunder. The parties
shall review such systems and procedures on a periodic basis, and the Trust
shall from time to time specify the types of records and other data of the Trust
to be safeguarded in accordance with this Section 7.
8. COMPLIANCE WITH LAWS; ETC. Xxxxxx assumes no responsibilities
under this Agreement other than to render the services called for hereunder, on
the terms and conditions provided herein. Xxxxxx shall comply with all
applicable federal and state laws and regulations. Xxxxxx represents and
warrants to the Trust that the performance of all its obligations hereunder will
comply with all applicable laws and regulations, the provisions of its charter
documents and by-laws and all material contractual obligations binding upon
Xxxxxx. Xxxxxx furthermore undertakes that it will promptly inform the Trust of
any change in applicable laws or regulations (or interpretations thereof) which
would prevent or impair full performance of any of its obligations hereunder.
9. FORCE MAJEURE. Xxxxxx shall not be liable or responsible for
delays or errors by reason of circumstances beyond its control, including, but
not limited to, acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, Acts of God,
insurrection, war, riots or failure of communication or power supply.
10. INDEMNIFICATION.
10.1. INDEMNIFICATION OF XXXXXX. The Trust will indemnify and hold
Xxxxxx harmless, from all losses, claims, damages, liabilities or expenses
(including reasonable fees and disbursements of counsel) from any claim, demand,
action or suit (collectively, "Claims") (a) arising in connection with
misstatements or omissions in each Fund's Prospectus, actions or inactions by
the Trust or any of its agents or contractors or the performance of Xxxxxx'x
obligations hereunder and (b) not resulting from the willful misfeasance, bad
faith, or gross negligence of Xxxxxx, its officers, employees or agents, in the
performance of Xxxxxx'x duties or from reckless disregard by Xxxxxx, its
officers, employees or agents of Xxxxxx'x obligations and duties under this
Agreement.
Notwithstanding anything herein to the contrary, the Trust will indemnify and
hold Xxxxxx 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 Xxxxxx'x acting in accordance with any written instructions
reasonably believed by Xxxxxx to have been executed by any person duly
authorized by the Trust, or as a result of acting in reliance upon any
instrument or stock certificate reasonably believed by Xxxxxx to have been
genuine and signed, countersigned or executed by a person duly authorized by the
Trust, excepting only the gross negligence or bad faith of Xxxxxx.
In any case in which the Trust may be asked to indemnify or hold
Xxxxxx harmless, the Trust shall be advised of all pertinent facts concerning
the situation in question and Xxxxxx shall use reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present a claim for indemnification against the Trust. The Trust shall
have the option to defend Xxxxxx against any Claim which may be the subject of
indemnification under this Section 10.1. In the event that the Trust elects to
defend against such Claim, the defense shall be conducted by counsel chosen by
the Trust and reasonably satisfactory to Xxxxxx. Xxxxxx may retain additional
counsel at its expense. Except with the prior written consent of the Trust,
Xxxxxx shall not confess any Claim or make any compromise in any case in which
the Trust will be asked to indemnify Xxxxxx.
10.2. INDEMNIFICATION OF THE TRUST. Without limiting the rights of
the Trust under applicable law, Xxxxxx will indemnify and hold the Trust
harmless from all losses, claims, damages, liabilities or expenses (including
reasonable fees and disbursements of counsel) from any Claim (a) resulting from
the willful misfeasance, bad faith or gross negligence of Xxxxxx, its officers,
employees, or agents, in the performance of Xxxxxx'x duties or from reckless
disregard by Xxxxxx, its officers, employees or agents of Xxxxxx'x obligations
and duties under this Agreement, and (b) not resulting from Xxxxxx'x actions in
accordance with written instructions reasonably believed by Xxxxxx to have been
executed by any person duly authorized by the Trust, or in reliance upon any
instrument or stock certificate reasonably believed by Xxxxxx to have been
genuine and signed, countersigned or executed by a person authorized by the
Trust.
In any case in which Xxxxxx may be asked to indemnify or hold the
Trust harmless, Xxxxxx shall be advised of all pertinent facts concerning the
situation in question and the Trust shall use reasonable care to identify and
notify Xxxxxx promptly concerning any situation which presents or appears likely
to present a claim for indemnification against Xxxxxx. Xxxxxx shall have the
option to defend the Trust against any Claim which may be the subject of
indemnification under this Section 10.2. In the event that Xxxxxx elects to
defend against such Claim, the defense shall be conducted by counsel chosen by
Xxxxxx and reasonably satisfactory to the Trust. The Trust may retain additional
counsel at its expense. Except with the prior written consent of Xxxxxx, the
Trust shall not confess any Claim or make any compromise in any case in which
Xxxxxx will be asked to indemnify the Trust.
10.3. SURVIVAL OF INDEMNITIES. The indemnities granted by the
parties in this Section 10 shall survive the termination of this
Agreement.
11. INSURANCE. Xxxxxx shall maintain reasonable insurance
coverage against any and all liabilities which may arise in connection
with the performance of its duties hereunder.
12. FURTHER ASSURANCES. Each party agrees to perform such
further acts and execute further documents as are necessary to
effectuate the purposes hereof.
13. TERMINATION. This Agreement shall continue in effect for a period
of one year and may thereafter be renewed by the Trustees of the Trust;
PROVIDED, however, that this Agreement may be terminated by the Trust at any
time without the payment of any penalty, by the Trustees of the Trust or by vote
of a majority of the outstanding voting securities (as defined in the 0000 Xxx)
of the Trust, upon not less than six (6) months' written notice to Xxxxxx or by
Xxxxxx at any time, without the payment of any penalty, on not less than ninety
(90) days' written notice to the Trust. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
14. SUBCONTRACTING BY XXXXXX. Xxxxxx may subcontract for the
performance of its obligations hereunder with any one or more persons, including
but not limited to any one or more persons which is an affiliate of Xxxxxx;
PROVIDED HOWEVER, unless the Trust otherwise expressly agrees in writing, Xxxxxx
shall be as fully responsible to the Trust for the acts and omissions of any
subcontractor as it would be for its own acts or omissions.
15. Nothing in this Agreement shall limit or restrict the right of
Xxxxxx to engage in any other business or to render services of any kind to any
other corporation, firm, individual or association.
16. CHANGES; AMENDMENTS. This Agreement may be amended only by
mutual written consent.
17. NOTICES. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to Xxxxxx at Xxxxxx Guaranty Trust Company
of New York, 0 Xxxx 00xx Xxxxxx, 00000, Xxxxxxxxx: Managing Director, Funds
Management Division, or (2) to the Trust at The Xxxxxxxx Funds c/o Signature
Broker-Dealer Services, Inc., 0 Xx. Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Treasurer, or at such other address as either party may designate by
notice to the other party.
18. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
written.
THE XXXXXXXX FUNDS
By /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Secretary and Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Vice President
Schedule A
Shareholder Servicing Fees
The JPM Xxxxxxxx Money Market Fund
The JPM Xxxxxxxx Treasury Money Market Fund
The JPM Xxxxxxxx Tax Exempt Money Market Fund
0.15% of the average daily net asset value of Fund shares owned by or
for Customers up to $2 billion; 0.10% thereafter
The JPM Xxxxxxxx Short Term Bond Fund
The JPM Xxxxxxxx Bond Fund
The JPM Xxxxxxxx Tax Exempt Bond Fund
The JPM Xxxxxxxx New York Total Return Bond Fund
0.20% of the average daily net asset value of Fund shares owned by or
for Customers
The JPM Xxxxxxxx Equity Fund
The JPM Xxxxxxxx Capital Appreciation Fund
The JPM Xxxxxxxx International Equity Fund
The JPM Xxxxxxxx Emerging Markets Equity Fund
The JPM Xxxxxxxx Diversified Fund
The JPM Xxxxxxxx European Equity Fund
The JPM Xxxxxxxx Japan Equity Fund
The JPM Xxxxxxxx Asia Growth Fund
The JPM Xxxxxxxx Disciplined Equity Fund
The JPM Xxxxxxxx Global Strategic Income Fund
The JPM Xxxxxxxx International Opportunities Fund
The JPM Xxxxxxxx Latin American Equity Fund
The JPM Xxxxxxxx Emerging Markets Debt Fund
The JPM Xxxxxxxx Small Company Growth Fund
0.25% of the average daily net asset value of Fund shares owned by or
for Customers
Approved 1/9/97
Effective 3/6/97
(supersedes 12/27/96 schedule approved 10/10/96)
