EXHIBIT 9c
JURIKA & XXXXXX FUND GROUP
SHAREHOLDER SERVICES PLAN
(Non-Rule 12b-1 Plan for Class J Shares)
THIS SHAREHOLDER SERVICES PLAN (this "Plan") is made as of the
___ day of March, 1997 by and between JURIKA & XXXXXX FUND GROUP, a business
trust organized under the laws of the State of Delaware (the "Trust"), and
JURIKA & XXXXXX, X.X., a Delaware limited partnership (the "Adviser").
RECITALS
WHEREAS, the Trust is registered as open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Class J shares (the "Class") of certain series of
the Trust listed on Exhibit A hereto (the "Funds") wish to retain the Adviser to
coordinate the provision of services to shareholders of the Class, either by the
Adviser directly or by broker-dealers, retirement plan administrators and other
shareholder service providers ("Service Providers") and the Adviser is willing
to furnish those services and to arrange for the provision of those services,
subject to the oversight of the Board of Trustees of the Trust.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Class hereby appoints the Adviser as the
"Services Coordinator" for the provision of those shareholder services specified
in Section 2 to all shareholders of the Class, some of whom may be clients of
the Service Providers. The Adviser accepts that appointment and agrees to
furnish through its own organization, or through the Service Providers, as the
case may be, those shareholder services in return for compensation as provided
in Section 6 of this Plan. The Adviser agrees that the shareholder services
required to be furnished hereunder shall be furnished in compliance with all
relevant provisions of state and federal law, and in compliance with all
applicable rules and regulations of all relevant regulatory agencies, including,
without limitation, the 1940 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the applicable rules and regulations promulgated
thereunder, and the Conduct Rules of the National Association of Securities
Dealers, Inc.
2. Services and Responsibilities on a Continuing Basis. The
Adviser will arrange for the provision of the following shareholder services on
a regular basis, which shall be daily, weekly or as otherwise appropriate,
unless otherwise specified by the Funds:
(a) responding to shareholder inquiries;
(b) processing purchases and redemptions of shares of the
Class, including reinvestment of dividends;
(c) assisting shareholders in changing dividend options,
account designations and addresses;
(d) transmitting proxy statements, annual reports,
prospectuses and other correspondence from the Funds to
shareholders (including, upon request, copies, but not
originals, of regular correspondence, confirmations or
regular statements of account) where such shareholders
hold shares of the Class registered in the name of the
Adviser, a Service Provider, or their nominees; and
(e) providing such other information and assistance to
shareholders as may be reasonably requested by
shareholders.
The Adviser and the Service Providers are under no obligation to, and shall not,
provide pursuant to this Plan any services with respect to the sale or
distribution of shares of the Class.
3. Standard of Care. The Adviser and the Service Providers
shall be under no duty to take any action on behalf of the Class except as
specifically set forth herein or as may be specifically agreed to by the Adviser
or the Service Providers with the Class in writing. In the performance of the
duties hereunder, the Adviser and the Service Providers shall be obligated to
exercise due care and diligence and to act in good faith and to use their best
efforts. Agreements with Service Providers shall provide for at least the same
standard of care, indemnification coverage, confidentiality, requirements for
use of information about the Funds, and other material requirements to which the
Adviser is subject under this Agreement. Without limiting the generality of the
foregoing or of any other provision of this Plan, neither the Adviser nor any
Service Provider shall be liable for delays or errors or loss of data because of
acts of war or terrorism, national emergencies or catastrophes directly
affecting the Adviser or Service Provider, but not because of power failures or
other contingencies that typically are addressed by contingency or emergency
plans meeting industry standards.
4. Confidentiality. The Adviser agrees, on behalf of itself
and its employees, to treat confidentially all records and other information
about the Class, the Trust and all prior, present or potential shareholders of
the Class. This confidential information may be disclosed only after prior
notification to, and approval in writing of release of information by, the
Class. That approval shall not be unreasonably withheld nor may it be withheld
where the Adviser or a Service Provider may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Funds.
5. Independent Contractor. The Adviser shall, for all purposes
herein, be deemed to be an independent contractor, and the Adviser and the
Service Providers shall, unless otherwise expressly provided and authorized to
do so, have no authority to act for or
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represent the Trust or the Class in any way, or in any way be deemed an agent
for the Trust or for the Class, except to the limited extent expressly provided
in this Agreement. It is expressly understood and agreed that the services to be
rendered by the Adviser under the provisions of this Plan are not to be deemed
exclusive, and the Adviser shall be free to render similar or different services
to others so long as its ability to render the services provided for in this
Plan shall not be impaired materially thereby.
6. Compensation. As compensation for the services rendered by,
and responsibilities assumed by, the Adviser during the term of this Plan, the
Class will pay to the Adviser a service fee not to exceed one-quarter of one
percent (0.25%) per annum of the average daily net asset value of the Class's
shares. The service fee shall be accrued daily by the Class and paid to the
Adviser on a monthly basis. The Funds also may enter into contracts directly
with Service Providers for shareholder services and pay compensation directly to
those Services Providers, but any compensation paid directly to Service
Providers by the Funds shall be included as service fees subject to the overall
limitation specified by this Section 6.
7. Indemnification.
(a) The Funds agree to indemnify and hold harmless the Adviser
and its officers from all claims and liabilities (including, without limitation,
liabilities arising under the Securities Act of 1933, the 1934 Act, the 1940
Act, and any state and foreign securities laws, all as amended from time to
time) and expenses, including (without limitation) reasonable attorneys' fees
and disbursements, arising directly or indirectly from any action or thing which
the Adviser takes or does or omits to take or do (i) at the request or on the
direction of or in reliance on the advice of the Funds or (ii) upon written
instructions from an officer of the Funds, provided that the Adviser shall not
be indemnified against any liability to the Funds or to the Funds' shareholders
(or any expenses incident to such liability) arising out of the Adviser's or any
Service Provider's own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Plan.
(b) The Adviser agrees to indemnify and hold harmless the
Funds, the Trust and its officers and Trustees from all claims and liabilities
(including, without limitation, liabilities arising under the Securities Act of
1933, the 1934 Act, the 1940 Act, and any state and foreign securities laws, all
as amended from time to time) and expenses, including (without limitation)
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action or thing which the Adviser or any Service Provider takes or does
or omits to take or do which is in violation of this Plan, not in accordance
with written instructions given by an officer of the Trust, in violation of
written procedures then in effect, or arising out of the Adviser's or the
Service Provider's own willful misfeasance, bad faith, negligence or reckless
disregard of the duties and obligations under this Plan.
(c) The Adviser shall provide such security as is necessary to
prevent unauthorized use of any on-line computer facilities. The Adviser agrees
to release, indemnify and hold harmless the Trust and the Funds from any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions or inactions of or by the Adviser or any Service Provider, its officers,
employees or agents regarding the redemption,
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transfer or registration of the Funds' shares for accounts of shareholders or
the Service Provider, its clients and other shareholders. Principals of the
Adviser will be available to consult from time to time with officers of the
Trust and the Trustees concerning performance of the services contemplated by
Section 2 of this Plan.
8. Funds Information. No person is authorized to make any
representations concerning the Funds, shares of the Funds or shareholder
services that are inconsistent with the terms of this Plan. Neither the Adviser
or any Service Provider, nor any of their respective agents will use or
distribute, or authorize the use or distribution of, any statements other than
those contained in the Class's current Prospectus or Statement of Additional
Information or in such current supplemental literature as may be authorized by
the Funds.
9. Duration and Termination. This Plan shall continue until
termination by the Class or the Adviser on 60 days' prior written notice to the
other. The Adviser's indemnification obligations under Section 7(b) shall
survive the termination of this Agreement. All notices and other communications
hereunder shall be in writing.
10. Amendments. This Plan or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such charge or waiver is sought.
11. Miscellaneous.
(a) This Plan embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and
understandings, relating to the subject matter hereof.
(b) The captions in this Plan are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(c) This Plan shall be governed by and construed in accordance
with the laws of the State of California as applicable to contracts between
California residents entered into and to be performed entirely within
California.
(d) If any provision of this Plan shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Plan shall not be affected thereby.
(e) The Adviser acknowledges that it has received notice of
and accepts the limitations of the Funds' liability set forth in each Trust's
Agreement and Declaration of Trust. The Adviser agrees that each Fund's
obligations under this Plan shall be limited to the Fund and to its assets, and
that neither the Adviser nor any Service Provider shall seek satisfaction of any
such obligation from the shareholders of the Fund or from any trustee, officer,
employee or agent of the Trust or the Fund.
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(f) This Plan shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
(g) This Plan may not be assigned without the mutual consent
of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Plan to be executed by
their officers designated below on the day and year first above written.
JURIKA & XXXXXX FUND GROUP
By:_________________________________
Title:________________________
JURIKA & XXXXXX, X.X.
By: J.V. Asset Management, Inc., its
general partner
By:_________________________________
Title:________________________
EXHIBIT A
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Funds Covered by the
Shareholder Services Plan
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Fund
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Jurika & Xxxxxx Mini-Cap Fund
Jurika & Xxxxxx Value + Growth Fund
Jurika & Xxxxxx Balanced Fund
Jurika & Xxxxxx Small Cap Fund
