Exhibit (h)(xvii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 1st day of September, 1999, by and between the
XXXXXXXX FUNDS, INC., and those portfolios of the Fund (collectively the
"Funds") listed on Exhibit 1, as may be amended from time to time, having their
principal office and place of business at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxx 00000 and who have approved this form of Agreement (individually
referred to herein as a "Fund" and collectively as "Funds") and XXXXXXXX &
ILSLEY TRUST COMPANY (including its division Xxxxxxxx Funds Investor Services),
a Wisconsin trust company bank, having its principal office and place of
business at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 ("MFIS").
1. The Funds hereby appoint MFIS to render or cause to be rendered personal
services to shareholders of the Funds and/or the maintenance of accounts of
shareholders of the Funds ("Services"). In addition to providing Services
directly to shareholders of the Funds, MFIS is hereby appointed the Funds' agent
to select, negotiate and subcontract for the performance of Services. MFIS
hereby accepts such appointments. MFIS agrees to provide or cause to be provided
Services that, in its best judgment (subject to supervision and control of the
Funds' Board of Trustees or Directors, as applicable), are necessary or
desirable for shareholders of the Funds. Such Services shall include, but not be
limited to the following: establishing new accounts; processing transactions
including purchases, redemptions, and exchanges; maintaining files, i.e.,
processing change of addresses, adding/changing wiring instructions or
systematic investment/withdrawal plans; reviewing the activity in applicable
accounts; providing training and supervision of its personnel; maintaining and
distributing current copies of prospectuses and shareholder reports to current
shareholders; serving as liaison between MFIS and its affiliates, Transfer Agent
(or Sub-Transfer Agent), Portfolio Recordkeepers and Legal Counsel in connection
with shareholder matters; responding to customers' questions about the Funds and
Classes; maintaining files of shareholder inquiries and correspondence;
verifying shareholder signatures in conjunction with redemptions or changes in
account classifications; and surveying shareholders for information concerning
satisfaction with mutual fund products and services.
Nothing contained herein shall be construed to authorize MFIS to act as
Transfer Agent of the Funds and/or Classes (it being understood that Federated
Services Company or its designee provides such services) or to perform any
services hereunder primarily intended to result in the sale of shares of the
Corporation, the Funds or the Classes. MFIS further agrees to provide the Funds,
upon request, a written description of any other shareholder services that MFIS
is providing hereunder.
2. During the term of this Agreement, each Fund will pay MFIS and MFIS agrees to
accept as full compensation for its services rendered hereunder a fee as set
forth in Exhibit 1 hereto.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund, there shall be an appropriate proration of
the monthly fee on the basis of the number of days that this Agreement is in
effect with respect to such Fund during the month.
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 Independent Board Members of any Fund or by a vote of a majority
of the outstanding voting securities of any Fund as defined in 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 intent to terminate.
4. MFIS agrees to obtain a taxpayer identification number certification from
each shareholder of the Funds to which it provides Services that it is required
under Section 3406 of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide each Fund or its designee with timely written notice
of any failure to obtain such taxpayer identification number certification to
enable the implementation of any required backup withholding.
5. MFIS shall not be liable for any error of judgment or mistake of law or for
any loss suffered by any 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.
MFIS shall be entitled to rely on and may act upon advice of counsel (who may be
counsel for such 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, trustee, partner, employee or agent of MFIS, who may be
or become a member of such Fund's Board, officer, employee or agent of any Fund,
shall be deemed, when rendering serfices to such Fund or acting on any business
of such Fund (other than services or business in connection with the duties of
MFIS hereunder) to be rendering such services to or acting solely for such Fund
and not as an officer, trustee, partner, employee or agent or one under the
control or direction of MFIS even though paid by MFIS. This Section 6 shall
survive termination of this Agreement.
6. 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.
7. MFIS acknowledges and agrees that: (1) The Xxxxxxxx Funds, Inc. is a "series
company" as defined in Rule 18f-2(a) under the Investment Company Act of 1940,
as amended, and each Fund is a portfolio of assets specifically allocated to a
series of shares of the Xxxxxxxx Funds as contemplated by such rule; (2) all
persons extending credit to, contracting with or having any claim against any
Fund (including any claims arising hereunder) shall look only to the assets
specifically allocated to such Fund for payment under such credit, contract or
claim and not to any assets specifically allocated to another series of shares
of the Funds or to any other assets of the Funds; and (3) neither the
shareholders nor the Board of Directors of the Funds, nor any of the Funds'
officers, employees or agents, whether past, present or future, shall be liable
for such credit, contract or claim.
8. Notices of any kind to be given hereunder shall be in writing (including a
facsimile communication) and shall be duly given if delivered to any Fund and to
such Fund at the following address: Xxxxxxxx Funds, Inc., 0000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, 00000, Attention: President, and if delivered to
MFIS at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention:
President.
9. 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. Subject to the
provisions of Sections 3, 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 Wisconsin 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.
10. 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.
11. This Agreement shall not be assigned by any party without the prior written
consent of MFIS in the case of assignment by any Fund, or of the Funds in the
case of assignment by MFIS, except that any party may assign to a successor all
or a substantial portion of its business to a party controlling, controlled by,
or under common control with such party. Nothing in this Section 11 shall
prevent MFIS 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 designed below as of the day and year first above
written.
XXXXXXXX FUNDS, INC., on behalf of
its portfolios as listed on
Exhibit 1 hereto
By: /S/ XXXX X. XXXXXX
Xxxx X. Xxxxxx
Title: President
XXXXXXXX & XXXXXX TRUST COMPANY, on
behalf of its division, Xxxxxxxx
Funds Investor Services
By: /S/ XXXXXX X. XXXXXXX
Title: Vice President
EXHIBIT 1
SHAREHOLDER SERVICES AGREEMENT
Pursuant to Section 2 of this Agreement, MFIS agrees to accept as full
compensation for its services rendered hereunder a fee at an annual rate,
calculated daily and payable monthly, equal to an amount up to the percentage of
average net assets of each Fund, as set forth below:
Fund/Class Shareholder Services Effective Date
Marshall Short-Term Income Fund - Class A Shares 0.25% September 1, 1999
Marshall Short-Term Income Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx Government Income Fund - Class A Shares 0.25% September 1, 1999
Xxxxxxxx Government Income Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx Intermediate Bond Fund - Class A Shares 0.25% September 1, 1999
Xxxxxxxx Intermediate Bond Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx Intermediate Tax-Free Fund - Class A Shares 0.25% September 1, 1999
Xxxxxxxx Intermediate Tax-Free Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx Equity Income Fund - Class A Shares 0.25% September 1, 1999
Xxxxxxxx Equity Income Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx Large Cap Growth & Income Fund - Class A Shares 0.25%September 1, 1999
Xxxxxxxx Large Cap Growth & Income Fund - Class Y Shares 0.25%September 1, 1999
Xxxxxxxx Mid-Cap Growth Fund - Class A Shares 0.25% September 1, 1999
Xxxxxxxx Mid-Cap Growth Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx Mid-Cap Value Fund - Class A Shares 0.25% September 1, 1999
Xxxxxxxx Mid-Cap Value Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx International Stock Fund - Class A Shares 0.25% September 1, 1999
Xxxxxxxx International Stock Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx Small-Cap Growth Fund - Class A Shares 0.25% September 1, 1999
Xxxxxxxx Small-Cap Growth Fund - Class Y Shares 0.25% September 1, 1999
Xxxxxxxx Money Market Fund - Class A Shares 0.02% September 1, 1999
Xxxxxxxx Money Market Fund - Class Y Shares 0.02% September 1, 1999
