1
Exhibit (h)
SHAREHOLDER SERVICES AGREEMENT
(CLASS A, B AND C)
AGREEMENT made as of this ___ day of __________, 1999 by and between
XXXXXXX XXXXX MUTUAL FUNDS, INC., a Maryland corporation (the "Company") and
XXXXXXX XXXXX & COMPANY, L.L.C., an Illinois limited liability company ("Xxxxxxx
Xxxxx").
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Company hereby appoints Xxxxxxx Xxxxx to provide information and
shareholder services for the benefit of the Company and its shareholders. In
this regard, Xxxxxxx Xxxxx shall appoint various broker-dealer firms and other
service firms ("Firms") to provide related services and facilities for persons
who are investors in the Company ("investors"). The Firms shall provide such
office space and equipment, telephone facilities, personnel or other services as
may be necessary or beneficial for providing information and services to
investors in the Company. Such services and assistance may include, but are not
limited to, establishing and maintaining accounts and records, processing
purchase and redemption transactions, answering routine inquiries regarding the
Company and the Funds and special features available to shareholders, assistance
to investors in changing dividend and investment options, account designations
and addresses, and such other services as the Company or Xxxxxxx Xxxxx may
reasonably request. Firms may include affiliates of Xxxxxxx Xxxxx. Xxxxxxx Xxxxx
may also provide some of the above services for the Company directly.
Xxxxxxx Xxxxx accepts such appointment and agrees during such period to
render such services and to assume the obligations herein set forth for the
compensation herein provided. Xxxxxxx Xxxxx shall for all purposes herein
provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Company in any way or otherwise be deemed an agent of the Company.
Xxxxxxx Xxxxx, by separate agreement with the Company, may also serve the
Company in other capacities. In carrying out its duties and responsibilities
hereunder, Xxxxxxx Xxxxx will appoint various Firms to provide services
described herein directly to or for the benefit of investors in the Company.
Such firms shall at all times be deemed to be independent contractors retained
by Xxxxxxx Xxxxx and not the Company. Xxxxxxx Xxxxx and not the Company will be
responsible for the payment of compensation to such Firms for such services.
2. For the shareholder services and facilities described in Section 1, the
Company will pay to Xxxxxxx Xxxxx at the end of each calendar month a
shareholder services fee computed at an annual rate of up to 0.25 of 1% of the
average daily net assets of each Class A, B and C share of each separate series
(each a "Fund") of the Company. The shareholder services fee will be calculated
2
separately for each Class A, B and C share of a Fund as an expense of each such
class. For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during such month and year,
respectively. The services of Xxxxxxx Xxxxx to the Company under this Agreement
are not to be deemed exclusive, and Xxxxxxx Xxxxx shall be free to render
similar services or other services to others.
The net asset value for each share of a Fund shall be calculated in
accordance with the provisions of the Company's current prospectus. On each day
when net asset value is not calculated, the net asset value of a share of each
Fund shall be deemed to be the net asset value of such a share as of the close
of business on the last day on which such calculation was made for the purpose
of the foregoing computations.
3. The Company shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by Xxxxxxx Xxxxx
under this Agreement.
4. This Agreement may be terminated at any time without the payment of any
penalty by the Company or by Xxxxxxx Xxxxx on sixty (60) days written notice to
the other party. Termination of this Agreement shall not affect the right of
Xxxxxxx Xxxxx to receive payments on any unpaid balance of the compensation
described in Section 2 hereof earned prior to such termination. All material
amendments to this Agreement must be approved by vote of the Board of Directors
of the Company.
5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered or mail, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
7. This Agreement shall be construed in accordance with applicable federal
law and the laws of the State of Illinois.
[SIGNATURES APPEAR ON THE NEXT PAGE]
2
3
IN WITNESS WHEREOF, the Company and Xxxxxxx Xxxxx have caused this
Agreement to be executed as of the day and year first above written.
XXXXXXX XXXXX MUTUAL FUNDS, INC.
Attest: By:
------------------------------- -------------------------------
XXXXXXX XXXXX & COMPANY, L.L.C.
Attest: By:
------------------------------- -------------------------------
3
