SHAREHOLDER SERVICING AGREEMENT
Xxxxxxxx Xxxxxxxx Asset Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxxxx, Peabody Investment Trust II (the 'Trust') confirms its
agreement with Xxxxxxxx Xxxxxxxx Asset Management Inc. ('Xxxxxxxx Xxxxxxxx'),
implementing the terms of the Amended and Restated Shareholder Servicing and
Distribution Plan dated as of December 16, 1992 (the 'Plan') adopted by the
Trust with respect to each of the Class A shares and Class B shares of the
Xxxxxx, Xxxxxxx Municipal Bond 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 of shares of the Fund.
(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.
-2-
Section 8. Filing of Declaration of Trust.
The Trust represents that a copy of its Declaration of Trust dated as
of August 10, 1992, 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 ___, 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 II
By:_____________________________
Accepted:
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By:_______________________________
-3-
