SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 4th day of August, 2004, by and between CCMI
Funds (the "Trust"), a Massachusetts business trust, having its principal office
and place of business at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, with
respect to certain series of the Trust (individually, a "Fund" and collectively,
"Funds") set forth in exhibits hereto and National Bank of Commerce, Inc., a
national banking association, having its principal office and place of business
at Xxx Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 ("Service Provider").
1. The Trust has adopted a Shareholder Services Plan ("Plan") designed to
compensate broker/dealers and other participating financial institutions and
other persons for providing personal services for Fund shareholders and/or the
maintenance of shareholder accounts ("Services"). The Trust hereby appoints
Service Provider to render or cause to be rendered Services to shareholders of
the Funds ("Services"). In addition to providing Services directly to
shareholders of the Funds, Service Provider is hereby appointed the Trust's
agent to select, negotiate and subcontract for the performance of Services.
Service Provider hereby accepts such appointments. Service Provider agrees to
provide or cause to be provided Services that in its best judgment (subject to
supervision and control of the Trust's Board of Trustees) are necessary or
desirable for shareholders of the Funds. Service Provider further agrees to
provide the Trust, upon request, a written description of the Services that
Service Provider is providing hereunder.
2. During the term of this Agreement, the Trust will pay Service Provider and
Service Provider agrees to accept as full compensation for its services rendered
hereunder a fee at an annual rate, calculated daily and payable monthly, up to
0.25% of 1% of average net assets of each class. For the payment period in which
this Agreement becomes effective or terminates with respect to any Fund, there
shall be an appropriate pro-ration of the monthly fee on the basis of the number
of days that this Agreement is in effect with respect to such class during the
month.
3. This Agreement shall continue in effect for one year from the date of its
execution, and thereafter for successive periods of one year only if the form of
this Agreement is approved at least annually by the Board of the Trust,
including a majority of the members of the Board of the Trust who are not
interested persons of the Trust and have no direct or indirect financial
interest in the operation of the Trust's Plan or in any related documents to the
Plan ("Disinterested Trustees") cast in person at a meeting called for that
purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:
(a) At any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Trustees or by a vote of a majority of the
outstanding voting securities of the Trust as defined in Section 2(a)(42) of the
Investment Company Act of 1940 on sixty (60) days' written notice to the parties
to this Agreement;
(b) Automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940; and
(c) By any party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to terminate.
5. Service Provider agrees to obtain any taxpayer identification number
certification from each shareholder of the class to which it provides Services
that is required under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide the Trust or its designee with
timely written notice of any failure to obtain such taxpayer identification
number certification in order to enable the implementation of any required
backup withholding.
6. Service Provider shall not be liable for any error of judgment or mistake of
law or for any loss suffered by any class in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
Service Provider shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Trust) 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, trustee, partner, employee or agent of
Service Provider, who may be or become a member of the Trust's Board, officer,
employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with the duties of Service Provider hereunder) to be rendering such
services to or acting solely for the Trust and not as an officer, trustee,
partner, employee or agent or one under the control or direction of Service
Provider even though paid by Service Provider.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
8. Service Provider is expressly put on notice of the limitation of liability as
set forth in the Declaration of Trust of the Trust and agrees that the
obligations assumed by the Trust pursuant to this Agreement shall be limited in
any case to the Trust and its assets and that Service Provider shall not seek
satisfaction of any such obligations from the shareholders of the Trust, the
Trustees, Officers, Employees or Agents of the Trust, or any of them.
9. Notices of any kind to be given hereunder shall be in writing (including
facsimile communication) and shall be duly given if delivered to the Trust at
the following address: CCMI Funds, 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX
00000, Attention: President and if delivered to Service Provider at Xxx Xxxxxxxx
Xxxxxx, Xxxxxxx, XX 00000, Attention: President.
10. 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 hereby.
Subject to the provisions of Sections 3 and 4, hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by Indiana law; provided,
however, that nothing herein shall be construed in a manner inconsistent with
the Investment Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
11. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.
12. Nothing in this Agreement shall prevent Service Provider from delegating its
responsibilities to another entity to the extent provided herein.
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
above written.
CCMI Funds
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
National Bank of Commerce, Inc.
By: /s/ X.X. Xxxxxxx, Xx.
Name: X.X. Xxxxxxx, Xx.
Title: Senior Vice President
EXHIBIT A
to the
Shareholder Services Agreement
Dated at of August 4, 2004
CCMI Funds
CCMI Bond Fund
This Shareholder Services Agreement is adopted by CCMI Funds with
respect to the Fund of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, National Bank of Commerce, Inc. will be paid a monthly fee
computed at the annual rate of 0.25 of 1% of the average aggregate net asset
value of the CCMI Bond Fund held during the month.
CCMI Funds
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
EXHIBIT B
to the
Shareholder Services Agreement
Dated as of August 4, 2004
CCMI Funds
CCMI Tax-Exempt North Carolina Bond Fund
This Shareholder Services Agreement is adopted by CCMI Funds with
respect to the Fund of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, National Bank of Commerce, Inc. will be paid a monthly fee
computed at the annual rate of 0.25 of 1% of the average aggregate net asset
value of the CCMI Tax-Exempt North Carolina Bond Fund held during the month.
CCMI Funds
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
EXHIBIT C
to the
Shareholder Services Agreement
Dated as of August 4, 2004
CCMI Funds
CCMI Equity Fund
This Shareholder Services Agreement is adopted by CCMI Funds with
respect to the Fund of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, National Bank of Commerce, Inc. will be paid a monthly fee
computed at the annual rate of 0.25 of 1% of the average aggregate net asset
value of the CCMI Equity Fund held during the month.
CCMI Funds
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
