SHAREHOLDER SERVICING AGREEMENT
__________, 2002
Xxxxxx Xxxx Investment Management Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, Xxxxxx Xxxx Investment Funds (formerly BJB
Investment Funds), an open-end investment company organized under the laws of
The Commonwealth of Massachusetts (the "Trust"), has agreed that Xxxxxx Xxxx
Investment Management Inc. (the "Service Organization") shall provide certain
shareholder servicing, administrative and accounting services, to certain of its
customers ("Customers") who from time to time may beneficially own shares of
beneficial interest in the Trust's Xxxxxx Xxxx Global High Yield (the "Fund"),
par value $.001 per share ("Shares").
SECTION 1. The Service Organization agrees to provide the following
services to Customers who may from time to time own Shares: (i) aggregating and
processing purchase and redemption requests for Shares from Customers and
placing net purchase and redemption orders with the Trust's transfer agent; (ii)
providing Customers with a service that invests the assets of their accounts in
Shares; (iii) processing dividend payments from the Fund on behalf of Customers;
(iv) providing information periodically to Customers showing their positions in
Shares; (v) arranging for bank wires; (vi) responding to Customer inquiries
relating to the services performed by it; (vii) providing sub-accounting with
respect to Shares beneficially owned by Customers or the information to the
Trust necessary for sub-accounting; (viii) if required by law, forwarding
shareholder communications from the Fund (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices ) to Customers; and (ix) providing such other similar services as the
Trust may reasonably request to the extent permitted under applicable statutes,
rules and regulations.
SECTION 2. The Service Organization will provide such office space and
equipment, telephone facilities and personnel (which may be part of the space,
equipment and facilities currently used in its business, or any personnel
employed by it) as may reasonably be necessary or beneficial in order to provide
the aforementioned services to Customers.
SECTION 3. Neither the Service Organization nor any of its officers,
employees or agents are authorized to make any representations concerning the
Trust, the Fund or the Shares except those contained in the Fund's then current
prospectus or statement of additional information for such Shares, copies of
which will be supplied by the Trust to
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the Service Organization, or in such supplemental literature or advertising as
may be authorized by the Trust in writing.
SECTION 4. For all purposes of this Agreement, the Service Organization
will be deemed to be an independent contractor, and will have no authority to
act as agent for the Trust in any manner or in any respect. By its written
acceptance of this Agreement, the Service Organization agrees to and does
release, indemnify and hold harmless the Trust and the Fund from and against any
and all direct or indirect liabilities or losses resulting from requests,
directions or actions or inactions of or by the Service Organization or its
officers, employees or agents regarding its responsibilities hereunder or the
purchase, redemption, transfer or registration of Shares by or on behalf of
Customers. The Service Organization and its employee will, upon request, be
available during normal business hours to consult with the Trust or its
designees concerning the performance of their responsibilities under this
Agreement.
SECTION 5. In consideration of the services and facilities provided by
the Service Organization hereunder, the Fund will pay to the Service
Organization, and the Service Organization will accept as full payment therefor,
a fee at the annual rate of .25% of the average daily net assets of the Shares
held of record or beneficially by the Customers (the "Customers' Shares"), which
fee will be computed daily and payable quarterly. For purposes of determining
the fees payable under this Section 5, the average daily net assets of the
Customers' shares will be computed in the manner specified in the Fund's
registration statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of Shares for purposes of
purchases and redemptions. The fee rate stated above may be prospectively
increased or decreased by the Fund, in its sole discretion, at any time upon
notice to the Service Organization. Further, the Trust may, in its discretion
and without notice, suspend or withdraw the sale of the Shares, including the
sale of such Shares to the Service Organization for the account of any Customer
or Customers.
SECTION 6. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Agreement will provide to the
Trust's Board of Trustees, and the Trust will review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made. In addition, the Service Organizations will furnish the
Trust or its designees with such information as it or they may reasonably
request (including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will otherwise
cooperate with the Trust and its designees (including, without limitation, any
auditors designated by the Trust), in connection with the preparation of reports
to its Board of Trustees concerning this Agreement and the monies paid or
payable by the Fund pursuant hereto, as well as any other reports or filings
that may be required by law.
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SECTION 7. The Trust, on behalf of the Fund, may enter into other
similar Shareholder Servicing Agreements with any other person or persons
without the consent of the Service Organization.
SECTION 8. By its written acceptance of this Agreement, the Service
Organization represents, warrants and agrees that: (a) in no event will any of
the services provided by it hereunder be primarily intended to result in the
sale of any shares issued by the Fund; and (b) the Service Organization is fully
authorized by applicable law and regulation and by any agreement it may have
with an Customer or client for whom it may act pursuant to this Agreement to
perform the services and receive the compensation therefor described in this
Agreement.
SECTION 9. Unless sooner terminated, this Agreement will continue for
an initial two-year period and thereafter will continue automatically for
successive annual periods provided such continuance is specifically approved at
least annually by the Fund in the manner described in Section 12 hereof. This
Agreement is terminable with or without cause without penalty, at any time by
the Trust (which termination may be by vote of a majority of (a) the
Disinterested Trustees as defined in Section 12 hereof or (b) the outstanding
voting securities of the Fund (as defined in the Investment Company Act of 1940,
as amended), or by the Service Organization upon notice to the Trust.
SECTION 10. All notices and other communications to either the Service
Organization or the Trust, respectively, will be duly given if mailed,
telegraphed, telefaxed or transmitted by similar telecommunications device to
the Service Organization at the address shown above and to the Trust c/o Bank
Xxxxxx Xxxx & Co., Ltd., at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
SECTION 11. This Agreement will be construed in accordance with the
laws of the State of New York and automatically terminates in the event of its
assignment (as defined in the Investment Company Act of 1940, as amended).
SECTION 12. This Agreement will not take effect and payments hereunder
may not be made until the Agreement has been approved by a vote of a majority of
(i) the Trust's Board of Trustees and (ii) those Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Trust and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan adopted by the Trust regarding the
provision of support services to the beneficial owners of the Shares or in any
agreements related thereto ("Disinterested Trustees"), cast in person at a
meeting for the purpose of voting on such approval.
SECTION 13. The Trust and the Service Organization agree that the
obligations under this Agreement shall not be binding on 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 Fund, as provided in the Master Trust Agreement. The execution
and delivery of this Agreement have been
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authorized by the Trustees and the sole shareholder of the Fund, and signed by
an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees and shareholder nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the trust
property of the Fund as provided in its Master Trust Agreement.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
and whereupon it shall become a binding agreement between us.
Very truly yours,
XXXXXX XXXX INVESTMENT FUNDS
(formerly BJB INVESTMENT FUNDS)
By:
-----------------------------
Xxxxxxx Xxxxxx
Chief Financial Officer
Accepted:
XXXXXX XXXX INVESTMENT
MANAGEMENT INC.
By:
-------------------------------
Authorized Officer
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