XXXXXXXX SERIES TRUST
SHAREHOLDER SERVICE AGREEMENT
AGREEMENT made this ___ day of ____, 199_, between Schroder Fund Advisors
Inc. ("Xxxxxxxx Advisors"), as administrator for Xxxxxxxx Series Trust, with its
principal place of business at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and
____________, (the "Service Organization").
WHEREAS, Schroder Advisors acts as administrator and distributor for
Schroder Series Trust (the "Trust"), a Massachusetts business trust registered
under the Investment Company Act of 1940, as amended (the "Act") as an open-end
management investment company, which may issue its shares of common stock in
separate series (the "Funds"); and
WHEREAS, the Trust has adopted a Shareholder Service Plan with respect to
the Advisor Shares of each Fund of the Trust (the "Service Plan") that
authorizes Xxxxxxxx Advisors to pay fees to qualified financial institutions for
maintaining and providing services to shareholder accounts of each Fund; and
WHEREAS, Xxxxxxxx Advisors desires that the Service Organization perform
certain service activities on behalf of Xxxxxxxx Advisors and the Trust with
respect to the Funds and the Service Organization is willing to perform those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises contained herein and
other valuable consideration, the undersigned parties agree as follows:
SECTION 1. SERVICE ACTIVITIES
In connection with providing services and maintaining shareholder accounts
of each Fund listed on Appendix A hereto with respect to its various customers,
the Service Organization may provide services including: (a) establishing and
maintaining accounts and records relating to clients of the Service
Organization; (b) answering shareholder inquiries regarding the manner in which
purchases, exchanges and redemptions of shares of the Trust may be effected and
other matters pertaining to the Trust's services; (c) providing necessary
personnel and facilities to establish and maintain shareholder accounts and
records; (d) assisting shareholders in arranging for processing purchase,
exchange and redemption transactions; (e) arranging for the wiring of funds; (f)
guaranteeing shareholder signatures in connection with redemption orders and
transfers and changes in shareholder-designated accounts; (g) integrating
periodic statements with other shareholder transactions; and (h) providing such
other related services as the shareholder may request. The Service Organization
shall not be obligated to perform any specific service for its clients. The
Service Organization's appointment shall be nonexclusive and Xxxxxxxx Advisors
may enter into similar agreements with other persons.
SECTION 2. COMPENSATION
(a) As compensation for the Service Organization's service activities with
respect to each Fund, Xxxxxxxx Advisors shall pay the Service Organization fees
in the amounts listed on Appendix B to this Agreement (the "Payments");
provided, however, that in no event will Xxxxxxxx Advisors be required to make
any payments for service activities in an amount greater than that which
Xxxxxxxx Advisors is paid by the respective Fund of the Trust for such services.
(b) The Payments shall be accrued daily and paid monthly or at such other
interval as Xxxxxxxx Advisors and the Service Organization shall agree.
(c) On behalf of each Fund, the Service Organization may spend such amounts
and incur such expenses as it deems appropriate or necessary on any service
activities. Such expenses may include compensation to employees and expenses,
including overhead and telephone and other communication expenses, of the
Service Organization. The Service Organization shall be solely liable for any
expenses it incurs.
SECTION 3. REPRESENTATIONS OF SERVICE ORGANIZATION
The Service Organization represents that:
(a) the compensation payable to it under this Agreement in connection with
the investment in any Fund of the assets of its customers (i) will be disclosed
by the Service Organization to its customers, (ii) will be authorized by its
customers, and (iii) will not result in an excessive fee to the Service
Organization;
(b) if it is a member of the National Association of Securities Dealers,
Inc. ("NASD"), it shall abide by the Rules of Conduct of the NASD;
(c) it will, in connection with sales and offers to sell shares, furnish to
or otherwise insure that each person to whom any such sale or offer is made
receives, a copy of the Fund's then current prospectus, as applicable;
(d) it will purchase shares only from Xxxxxxxx Advisors as agent of the
Trust and that it will purchase shares only for the purpose of covering purchase
orders already received or for its own bona fide investment purposes;
(e) the performance of all its obligations hereunder will comply with all
applicable laws and regulations, including any applicable federal securities
laws and any requirements to deliver confirmations to its customers, the
provisions of its charter documents and bylaws and all material contractual
obligations binding upon the Service Organization;
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(f) it will promptly inform the Trust of any change in applicable laws or
regulations (or interpretations thereof) or in its charter or bylaws or material
contracts which would prevent or impair full performance of any of its
obligations hereunder; and
(g) it will reconcile daily the purchase and redemption orders placed with
trade confirmations received from the transfer agent, it being understood that
neither the Fund nor its transfer agent shall be responsible for trade errors
resulting from the Service Organization's failure to reconcile within 24 hours
of receipt of confirmation.
SECTION 4. PORTFOLIO LITERATURE
The Service Organization is not authorized to make any representations
concerning shares of a Fund except those contained in the Fund's then current
prospectus and statement of additional information ("SAI") and printed
information issued by the Trust or by Xxxxxxxx Advisors as information
supplemental to the prospectus. Xxxxxxxx Advisors will supply the Service
Organization upon its request with prospectuses, SAIs, reasonable quantities of
supplemental sales literature and additional information. The Service
Organization agrees not to use other advertising or sales material relating to a
Fund unless approved in writing by Xxxxxxxx Advisors in advance of such use. Any
printed information furnished by Xxxxxxxx Advisors other than the then current
prospectus and SAI, periodic reports and proxy solicitation materials are
Xxxxxxxx Advisor's sole responsibility and are not the responsibility of the
Trust and the Trust shall have no liability or responsibility to the Service
Organization in these respects unless expressly assumed in connection therewith.
The Service Organization shall have no responsibility with regard to the
accuracy or completeness of any of the printed information furnished by Xxxxxxxx
Advisors and shall be held harmless by Xxxxxxxx Advisors from and against any
cost or loss arising therefrom.
SECTION 5. REPORTS
Upon request, the Service Organization shall prepare and furnish to
Xxxxxxxx Advisors written reports setting forth all amounts expended by the
Service Organization and identifying the activities for which the expenditures
were made.
SECTION 6. INDEMNIFICATION
The Service Organization agrees to indemnify and hold harmless Xxxxxxxx
Advisors and the Trust from any claims, expenses, or liabilities incurred by
Xxxxxxxx Advisors or the Trust as a result of any act or omission of the Service
Organization in connection with its services under this Agreement.
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SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date hereof and upon its
effectiveness, shall supersede all previous agreements between the parties
covering the subject matter hereof.
(b) This Agreement may be terminated as follows:
(i) at any time, without the payment of any penalty, by the vote of a
majority of the Directors of the Trust;
(ii) automatically in the event of the termination of the
Administration or Distribution agreements between the Trust and Xxxxxxxx
Advisors or the Service Plan;
(iii) automatically in the event of the assignment of this Agreement
as defined in the Act; and
(iv) by either party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its intention to
terminate.
SECTION 8. NOTICES
Any notice under this Agreement shall be in writing and shall be addressed
and delivered, or mailed, postage prepaid to the other party's principal place
of business, or to such other place as shall have been previously specified by
written notice given to the other party.
SECTION 9. AMENDMENTS
Subject to approval of material amendments to the form of this Agreement by
the Trust's Board of Trustees, this Agreement may be amended by the parties at
any time. In addition, this Agreement may be amended by Xxxxxxxx Advisors from
time to time by the following procedure: Xxxxxxxx Advisors will mail a copy of
the amendment to the Service Organization at its principal place of business or
such other address as the Service Organization shall in writing provide to
Xxxxxxxx Advisors. If the Service Organization does not object to the amendment
within thirty (30) days after its receipt, the amendment will become part of the
Agreement. The Service Organization's objection must be in writing and be
received by Xxxxxxxx Advisors within the thirty days.
SECTION 10. USE OF THE TRUST'S NAME
The Service Organization shall not use the name of the Trust on any checks,
bank drafts, bank statements or forms for other than internal use in a manner
not approved by the Trust prior thereto in writing; provided however, that the
approval of the Trust shall not be required for the use of the Trust's name
which merely refers in accurate and factual terms to the Trust in connection
with the Service Organization's role hereunder or which is required by any
appropriate regulatory,
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governmental or judicial authority; and further provided that in no event shall
such approval be unreasonably withheld or delayed.
SECTION 11. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of the
State of New York.
(b) If any provision of this Agreement shall be held invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not
be affected thereby.
(c) Xxxxxxxx Advisors may delegate to any sub-administrator approved by the
Board of Trustees of the Trust its obligations under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
[NAME OF SERVICE ORGANIZATION]
By:
Name:
Title:
XXXXXXXX FUND ADVISORS INC.
By:
Name:
Title:
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SCHRODER SERIES TRUST
AND [SERVICE ORGANIZATION]
SHAREHOLDER SERVICE AGREEMENT
APPENDIX A
FUNDS COVERED BY THE AGREEMENT
FUND NAME CUSIP TICKER SYMBOL TRADING CUTOFF TIME
--------- ----- ------------- -------------------
1. Schroder Small Capitalization Value Fund WSCVX 4:00 p.m. EST
2. Schroder Equity Value Fund WEQVX 4:00 p.m. EST
3. Xxxxxxxx Investment Grade Income Fund WSIGX 4:00 p.m. EST
SCHRODER SERIES TRUST
AND [SERVICE ORGANIZATION]
SHAREHOLDER SERVICE AGREEMENT
APPENDIX B
PAYMENTS PURSUANT TO THE SERVICE PLAN
0.25% of the average daily net assets of each Fund represented by shares
owned by investors for which the Service Organization maintains a servicing
relationship.
