Exhibit 9(d)
SHAREHOLDER
SERVICES AGREEMENT
This Agreement, made as of the 1st day of June, 1990, between XXXXXXX
INCOME FUND (the "Fund") an open-end Investment company which is registered
under the Investment Company Act of 1940, as amended, ("1940 Act"), and XXXXXXX
XXXXXX & CO., INC. ("Schwab"), a corporation organized under the laws of
California which is a Securities and Exchange Commission licensed transfer agent
which has its principal place of business at 000 Xxxxxxxxxx Xxxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000.
WHEREAS, Schwab has established the Xxxxxxx Xxxxxx & Co., Inc. Defined
Contribution Prototype Plan (the "Prototype Plan") pursuant to which employers
may establish or amend employee benefit plans and their related Trusts
("Trusts"), and Schwab will offer to provide recordkeeping and trustee services
with respect to participants in Prototype Plans; and
WHEREAS, participants in Prototype Plans may direct that all or a portion
of their accounts may be invested in shares of the Fund; and
WHEREAS, the Fund desires that Schwab perform certain services for it; and
WHEREAS, the performance of such services by Schwab will benefit the Fund
and those participants in Prototype Plans who have directed that all or a
portion of their accounts be invested in shares of the Fund; and
WHEREAS, Schwab is willing to perform such services on the terms and
conditions set forth in this Agreement.
NOW THEREFORE, in consideration of mutual promises set forth below, the
parties agree as follows:
1. Omnibus Account. The Fund will cause to be maintained on its shareholder
records a single account in the name of Schwab, which account shall include
all shares of the Fund held by "Trust Client Shareholders", as defined
below, for the benefit of participants in the Prototype Plans.
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2. Trust Client Shareholders. Trusts which are related to Prototype Plans and
which acquire an interest in the Fund shall herein be referred to as
Xxxxxx'x "Trust Client Shareholders."
3. Services. Schwab will perform for the Fund the shareholder services set
forth in Exhibit A hereto. Schwab also agrees to perform for the Fund such
special services incidental to the performance of the services set forth
herein as agreed to by the parties from time to time. Schwab will perform
such additional services as are provided on an amendment to Exhibit A
hereof, in consideration of the fees set forth in Section 7 below.
4. Agents of Schwab. Upon 60 days prior written notice to the Fund, unless
waived by the Fund, Schwab may, in its discretion, appoint in writing other
parties qualified to perform shareholder services to carry out some or all
of its responsibilities under this Agreement.
5. Compliance With Law. The Fund assumes full responsibility for the
preparation and contents of each prospectus, annual report or proxy
statement of the Fund and for compliance thereof with all applicable
requirements of the Securities Act of 1933, as amended, the Investment
Company Act of 1940, as amended, and any other laws, rules and regulations
of governmental authorities having jurisdiction. Schwab will comply with
all regulatory requirements applicable to it with respect to transmitting
orders to purchase or redeem Fund shares.
6. Mailing of Materials and Tabulation of Proxies. Subject to Section 5
hereof, the Fund specifically agrees that Schwab may designate a party for
the purpose of mailing the materials described in Section 5 hereof on
behalf of the Fund to Xxxxxx'x Trust Client Shareholders and for tabulation
of returned proxy ballots, with the Fund bearing the reasonable costs of
postage and mail house handling. Within a reasonable period prior to the
record date, the Fund shall contact such designated party to establish the
procedures for such mailing and tabulation of all returned proxy ballots.
7. Fee. For the services provided under this Agreement, the Fund will compute
and pay Schwab a monthly fee as follows:
$1.50 per month per participant account in each Trust Client Shareholder.
The fee shall be charged only for participant accounts which held shares in
the Fund during the month.
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Schwab, through the recordkeeper for adopters of the Prototype Plan, will
provide the Fund with a monthly accounting of the assets and the number of
participants accounts on whose behalf Xxxxxx'x Trust Client Shareholders
have invested in Fund Shares. Such accounting shall be for the purpose of
computing the fee to be paid Schwab. Each month's fee shall be determined
independently of every other month's fee, and shall be paid to Schwab
monthly.
8. Nonexclusivity. The services furnished to the Fund by Schwab under this
agreement are not to be deemed exclusive and Schwab shall be free to
furnish similar services to other investment companies registered under the
1940 Act so long as its services under this Agreement are not impaired
thereby. Nothing under this Agreement shall limit or restrict the right of
any employee, officer or director of Schwab to engage in any other business
or to devote his or her time and attention in part of the management or
other aspects of any other business, whether of a similar or dissimilar
nature.
9. Proprietary Information. The Fund agrees that neither it nor its
representatives or agents will use or distribute the names of Xxxxxx'x
Trust Client Shareholders that it may obtain by reason of the relationship
with Schwab under this Agreement.
10. Xxxxxx'x Reliance on Records and Instructions. Schwab may rely on any
written records or instructions provided to it by the Fund.
11. Uncontrollable Events. Schwab assumes no responsibility hereunder, and will
not be liable, for any damage, loss of data, delay or any other loss
whatsoever caused by events beyond its reasonable control.
12. Standard of Care. Schwab will use its best efforts to ensure the accuracy
of all services performed under this Agreement, but will not be liable to
the Fund for any action taken or omitted by Schwab in the absence of bad
faith, willful misconduct or negligence. Schwab shall not be liable for any
losses to the Fund caused by the Fund but shall use reasonable efforts to
recover losses to the Fund.
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13. Reports. Schwab will furnish to the Fund and to the Fund's properly
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the
Fund in writing, such reports at such times as are reasonably agreed upon
by the Fund and Xxxxxx.
00. Rights of Ownership. All computer programs and procedures developed by
Schwab to perform services required to be provided by Schwab under this
Agreement are the property of Schwab, except such programs and procedures
developed by the Fund or Xxxxxxx, Xxxxxxx & Xxxxx, Inc. and its affiliates.
15. Assignment. This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party. This Section shall not limit or in any way
affect Xxxxxx'x right to appoint an agent pursuant to Section 4 hereof.
16. Terms. This Agreement may be terminated by either party upon sixty (60)
days written notice mailed to the Fund at: c/o X.X. Xxxxxx, Xxxxxxx Fund
Distributors Inc., 000 Xxxxxxx Xxxxxx; Xxxxxx, XX 00000 and to Schwab at
000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: General
Counsel.
17. If the Fund is a Massachusetts Business trust the obligations of the Fund
under this agreement are not binding upon any of the Trustees, officers,
agents or shareholders of the Fund individually, but bind only the trust
estate of the Fund, and all persons dealing with the Fund must look solely
to the Fund property for the enforcement of any claims against the Fund.
Furthermore, the parties hereto acknowledge that the Fund may be an
investment company whose assets may be allocated to two or more series. In
such a case, Schwab agrees to seek satisfaction of all obligations
hereunder solely out of the assets of the series on whose behalf the
transaction giving rise to the obligation was entered into.
18. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized officers
as of the date and year first above written.
XXXXXXX XXXXXX & CO., INC.
Dated: June 4, 1990 By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Vice President
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(Typed Name)
XXXXXXX INCOME FUND
Dated: 6/1/90 By: /s/ Xxxxx X. Xxx
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Xxxxx X. Xxx
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(Typed Name)
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EXHIBIT A
SHAREHOLDER SERVICES
I. Record Maintenance.
Schwab will provide full maintenance of all shareholder records for each
Trust Client Shareholder account in the Fund. Such records will include:
A. Share balance;
B. Account transaction history, including dividends and other
distributions paid and the date and price for all transactions;
C. Name and address of the record shareholder, including zip codes and
tax identification numbers but will not include responsibility for
obtaining certified tax identification numbers or impending back-up
withholding;
D. Records of distributions and dividend payments;
E. Transfer records; and
F. Overall control records.
II. Controls
X. Xxxxxx shall maintain all balance controls daily and produce monthly
summaries of the Trust Client Shareholder accounts expressed in:
1. shares; and
2. dollar amounts.
III. Special Services Included.
A. Prepare envelopes/labels and mail proxy statements; tabulate votes
from returned ballots.
B. Mail Fund reports and prospectuses and Statements of Additional
Information.
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