Exhibit H.VII
SERVICE AGREEMENT
-----------------
(CLASS N)
THIS AGREEMENT, made as of this 24/th/ day of October, 2000, by and between
Xxxxxxx Xxxxx Funds, a Delaware business trust (the "Trust"), on behalf of the
Ready Reserves Fund (the "Fund"), and Xxxxxxx Xxxxx & Company, L.L.C., an
Illinois limited liability company ("Xxxxxxx Xxxxx").
In consideration of the mutual covenants hereinafter contained, the parties
hereto agree as follows:
1. The Trust hereby appoints Xxxxxxx Xxxxx to render personal services to
Class N shareholders of the Fund and/or the maintenance of accounts of
shareholders of the Fund. These services may include, but are not limited to,
establishing and maintaining accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding the Trust and the
Fund and special features available to shareholders and providing assistance to
investors in changing dividend options, account designations and addresses.
The Trust also hereby appoints Xxxxxxx Xxxxx to provide sweep services to
Class N shareholders of the Fund. These services may include, but are not
limited to, operating a sweep arrangement whereby assets automatically sweep
into and out of the Fund based on certain standards established by Xxxxxxx Xxxxx
for the shareholders.
The Trust also hereby appoints Xxxxxxx Xxxxx to render such other services
as the Trust or Xxxxxxx Xxxxx may reasonably request.
Xxxxxxx Xxxxx accepts such appointment and agrees during the term of this
Agreement to render such services for the compensation provided herein. Xxxxxxx
Xxxxx shall, for all purposes provided in this Agreement, be deemed to be an
independent contractor; and unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust. Xxxxxxx Xxxxx, by separate agreement
with the Trust, may also serve the Trust in other capacities.
2. During the term of this Agreement, the Fund will pay to Xxxxxxx Xxxxx
at the end of each calendar month a service fee computed at an annual rate of up
to 0.35% of 1% (of which no more than 0.25% of 1% will be deemed to be for the
types of services defined as "service fees" in Article III, Section 26, of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.)
of the average daily net assets of the Class N shares of the Fund.
For the payment period in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of the monthly fee on the
basis of the number of days that this Agreement is in effect during such month.
The services of Xxxxxxx Xxxxx to the Trust under this Agreement are not deemed
to be exclusive, and Xxxxxxx Xxxxx shall be free to render similar services or
other services to others.
Net asset value shall be calculated in accordance with the Fund's current
prospectus. On each day when net asset value is not calculated, the net asset
value shall be deemed to be the net asset value as of the close of business on
the last day on which such calculation was made for the purposes of the
foregoing computations.
3. Xxxxxxx Xxxxx represents and warrants that no portion of the service
fee received by Xxxxxxx Xxxxx pursuant to this Agreement shall be used for
services provided by Xxxxxxx Xxxxx that are primarily intended to result in the
sale of Fund shares.
4. This Agreement may be terminated at any time, without the payment of
any penalty, by any party to this Agreement on sixty (60) days' written notice
to the other party. All material amendments to this Agreement must be approved
by vote of the Board of Trustees of the Trust.
5. Xxxxxxx Xxxxx shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. Xxxxxxx Xxxxx shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Fund) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
Any person, even though also an officer, director, member, employee or agent of
Xxxxxxx Xxxxx, who may be or become a member of the Trust's Board, officer,
employee or agent of the Fund, shall be deemed, when rendering services to the
Fund or the Trust or acting on any business of the Fund or the Trust (other than
services or business in connection with the duties of Xxxxxxx Xxxxx hereunder)
to be rendering such services to or acting solely for the Fund or the Trust and
not as an officer, director, member, employee or agent or one under the control
or direction of Xxxxxxx Xxxxx even though paid by Xxxxxxx Xxxxx.
This Section 5 shall survive termination of this Agreement.
6. Notices of any kind to be given under this Agreement shall be in
writing (including facsimile communication) and shall be duly given if delivered
to the other party at such address as such other party may designate for the
receipt of such notice.
7. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written. If any provision of this Agreement shall be held or
made invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
8. This Agreement shall be construed in accordance with applicable
federal law and the laws of the State of Illinois.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
XXXXXXX XXXXX FUNDS
By: /s/ Xxxxx Xxxxx
--------------------------------
Attest: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
XXXXXXX XXXXX & COMPANY L.L.C.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Attest: /s/ Xxxxx Xxxxxx
----------------------------
3
