Exhibit h
SHAREHOLDER SERVICING AGREEMENT
Xxxx Xxxxx & Company, Incorporated.
00 Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Dear Sirs:
The China-U.S. Growth Fund (the "Fund") confirms its agreement with Xxxx Xxxxx &
Company, Incorporated ("Xxxxx Inc.") with respect to the servicing of
shareholder accounts in the Fund.
Section 1. Compensation and Services to be Rendered.
(a) The Fund will pay Xxxxx Inc. an annual fee in compensation for its services
in connection with the servicing of shareholder accounts. The annual fee paid to
Xxxxx Inc. under this Agreement will be calculated daily and paid monthly by the
Fund at the annual rate of .25%% of the Fund's average daily net assets.
(b) The annual fee will be used by Xxxxx Inc. to provide compensation for
ongoing servicing and/or maintenance of shareholder accounts and to cover an
allocable portion of overhead and other Xxxxx Inc. and selected dealer office
expenses related to the servicing and/or maintenance of shareholder accounts.
Compensation will be paid by Xxxxx Inc. to persons, including Xxxxx Inc.
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 investment manager,
transfer agent or other agent of the Fund.
Section 2. Approval of Trustees.
This Agreement will not take effect until approved by a majority vote of both
(a) the full Board of Trustees of the Fund and (b) those Trustees who are not
interested persons of the Fund and who have no direct or indirect financial
interest in the operation of this Agreement (the "Independent Trustees")
Section 3. Continuance of Agreement.
This Agreement will continue in effect from year to year so long as its
continuance is specifically approved annually by vote of the Fund's Board of
Trustees in the manner described in Section 2 above.
Section 4. Termination.
(a) This Agreement may be terminated at any time, without the payment of
penalty, by vote of a majority of the Independent Trustees or by vote of a
majority of the outstanding voting securities of the Fund on not more than 60
days' written notice to Xxxxx Inc.
(b) This Agreement will terminate automatically in the event of its assignment.
Section 5. Amendments.
No material amendment to this Agreement may be made unless approved by the
Fund's Board of Trustees in the manner described in Section 2 above
Section 6. Preservation of Materials
The Fund will preserve copies of this Agreement for a period of not less than
six years (the first two years in an easily accessible place) from the date of
this Agreement.
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 Investment Company Act of 1940, as amended (the
"Act") and the rules and regulations under the Act, subject to any exemption
that may be granted to the Fund under the Act by the Securities and Exchange
Commission.
Section 8. Filing of Declaration of Trust.
The Fund represents that a copy of its Declaration of Trust dated as of February
14, 2003, as amended from time to time (the "Declaration of Trust"), is on file
with the Secretary of the Commonwealth of Massachusetts.
Section 9. Limitation of Liability.
The obligations of the Fund 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 Fund, individually, but are binding only upon
the assets and property of the Fund, as provided in the Declaration of Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Fund, and signed by an authorized officer of the Fund, 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 Fund as provided in the Declaration of Trust.
Section 10. Dates.
This Agreement has been executed by the Fund as of September 8, 2003 and will
become effective 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,
THE CHINA-U.S. GROWTH FUND
By: /s/ Xxxxxxxxx X. Xxxx
---------------------
Xxxxxxxxx X. Xxxx
XXXX XXXXX & COMPANY, INCORPORATED
By: /s/ Xxxxxxxxx X. Xxxx
---------------------
Xxxxxxxxx X Xxxx
