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Exhibit (h)(4) under Form N-1A
Exhibit 10 under 601/Reg S-K
AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT
AGREEMENT, amended and restated as of August 4, 2003 and
December 1, 2003, severally and not jointly, among BBH FUND,
INC., BBH COMMON SETTLEMENT FUND, INC. and BBH COMMON SETTLEMENT
FUND II, INC., each a Maryland Corporation, BBH Trust, a
Massachusetts business trust, (collectively, the "Investment
Company") each having their principal place of business at ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ BROTHERS
▇▇▇▇▇▇▇▇ & CO. (the "Financial Institution"), a New York limited
partnership, having its principal place of business at ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as the shareholder servicing
agent hereunder (the "Agent");
W I T N E S S E T H:
WHEREAS, the Investment Company's shares of common stock
(the "Shares") are divided into separate series (each, a "Fund");
and
WHEREAS, the Investment Company desires to appoint the
Financial Institution as its Agent to perform certain services
for shareholders of and prospective investors in the Funds; and
WHEREAS, the Financial Institution desires to accept such
appointment;
NOW, THEREFORE, each Investment Company and the Financial
Institution hereby agree as follows:
1. Appointment. The Financial Institution, as Agent,
hereby agrees to perform certain services for shareholders of and
prospective investors in the Funds as hereinafter set forth. The
Agent's appointment hereunder is exclusive, and the parties
recognize and agree that the Investment Company may not enter
into other shareholder servicing agreements, in writing or
otherwise.
2. Service to Be Performed.
2.1. Type of Service. The Agent shall be responsible for
performing shareholder account, administrative and servicing
functions with respect to the shareholders of the Funds that are
recorded as such on the records of a Fund's transfer agent other
than those shareholders of record, if any, which are Eligible
Institutions, (as defined in a Fund's prospectus). These
services shall include without limitation:
(a) answering inquiries from shareholders of and
prospective investors in the Funds regarding account status and
history, the manner in which purchases and redemptions of the
Shares may be effected, and certain other matters pertaining to
the Funds; (b) assisting shareholders of and prospective
investors in the Funds in designating and changing dividend
options, account designations and addresses; and (c) providing
such other related services as the Investment Company or a
shareholder of or prospective investor in a Fund may reasonably
request. The Agent shall provide all personnel and facilities to
perform the functions described in this paragraph.
2.2. Standard of Services. All services to be rendered by
the Agent hereunder shall be performed in a professional,
competent and timely manner. The details of the operating
standards and procedures to be followed by the Agent in
performance of the services described above shall be
determined from time to time by agreement between the Agent
and the Investment Company. The Investment Company
acknowledges that the Agent's ability to perform on a timely
basis certain of its obligations under this Agreement
depends upon the Investment Company's timely delivery of
certain materials and/or information to the Agent. The
Investment Company agrees to use its best efforts to provide
such materials to the Agent in a timely manner.
3. Fees. In consideration for the services described in
Section 2 hereof and the incurring of expenses in connection
therewith, the Agent shall receive from each Fund fees as
identified in Appendix A hereto. Such fees are to be paid in
arrears monthly at an annual rate of a percentage of the average
daily net assets of such Fund represented by Shares owned during
the period for which payment is being made by shareholders who do
not hold their shares with an Eligible Institution (as defined in
a Fund's prospectus). For purposes of determining the fees
payable to the Agent hereunder, the value of each Fund's net
assets shall be computed in the manner specified in each Fund's
then-current prospectus for the computation of the net asset
value of that Fund's shares. The above fees constitute all fees
to be paid to the Financial Institution by the Investment Company
with respect to the transactions contemplated hereby.
4. Information Pertaining to the Shares. The Agent and
its officers, employees and agents are not authorized to make any
representations concerning the Funds or the Shares to
shareholders of or prospective investors in the Funds, excepting
only accurate communication of any information provided by or on
behalf of any administrator of the Investment Company or any
distributor of the Shares or any factual information contained in
a Fund's then-current prospectus.
5. Indemnification.
5.1. Indemnification of the Agent. The Investment Company
will indemnify and hold the Agent harmless from all losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) from any claim, demand, action or suit
(collectively, "Claims") (a) arising in connection with
misstatements or omissions in a Fund's prospectus, actions or
inactions by the Investment Company or any of its agents or
contractors or the performance of the Agent's obligations
hereunder, and (b) not resulting from the gross negligence or
willful misconduct of the Agent, its officers, employees or
agents. Notwithstanding anything herein to the contrary, the
Investment Company will indemnify and hold the Agent harmless
from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from
any Claim as a result of its acting in accordance with any
written instructions reasonably believed by the Agent to have
been executed by any person duly authorized by the Investment
Company, or as a result of acting in reliance upon any instrument
or stock certificate reasonably believed by the Agent to have
been genuine and signed, countersigned or executed by a person
duly authorized by the Investment Company, excepting only the
gross negligence or willful misconduct of the Agent.
In any case in which the Investment Company may be asked to
indemnify or hold the Agent harmless, the Investment Company
shall be advised of all pertinent facts concerning the situation
in question and the Agent shall use reasonable care to identify
and notify the Investment Company promptly concerning any
situation which presents or appears likely to present a claim for
indemnification against the Investment Company. The Investment
Company shall have the option to defend the Agent against any
Claim which may be the subject of indemnification hereunder. In
the event that the Investment Company elects to defend against
such Claim, the defense shall be conducted by counsel chosen by
the Investment Company and reasonably satisfactory to the Agent.
The Agent may retain additional counsel at its expense. Except
with the prior written consent of the Investment Company, the
Agent shall not confess any Claim or make any compromise in any
case in which the Investment Company will be asked to indemnify
the Agent.
5.2. Indemnification of the Investment Company. Without
limiting the rights of the Investment Company under applicable
law, the Agent will indemnify and hold the Investment Company
harmless from all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) from
any Claim (a) resulting from the gross negligence or willful
misconduct of the Agent, its officers, employees or agents, and
(b) not resulting from the Agent's actions in accordance with
written instructions reasonably believed by the Agent to have
been executed by any person duly authorized by the Investment
Company, or in reliance upon any instrument or stock certificate
reasonably believed by the Agent to have been genuine and signed,
countersigned or executed by a person duly authorized by the
Investment Company.
In any case in which the Agent may be asked to indemnify or
hold the Investment Company harmless, the Agent shall be advised
of all pertinent facts concerning the situation in question and
the Investment Company shall use reasonable care to identify and
notify the Agent promptly concerning any situation which presents
or appears likely to present a claim for indemnification against
the Agent. The Agent shall have the option to defend the
Investment Company against any Claim which may be the subject of
indemnification hereunder. In the event that the Agent elects to
defend against such Claim, the defense shall be conducted by
counsel chosen by the Agent and reasonably satisfactory to the
Investment Company. The Investment Company may retain additional
counsel at its expense. Except with the prior written consent of
the Agent, the Investment Company shall not confess any claim or
make any compromise in any case in which the Agent will be asked
to indemnify the Investment Company.
5.3. Survival of Indemnities. The indemnities granted by
the parties in this Section 5 shall survive the termination of
this Agreement.
6. Notices. All notices or other communications hereunder
to either party shall be in writing and shall be deemed
sufficient if mailed to such party at the address of such party
set forth in the preamble of this Agreement or at such other
address as such party may have designated by written notice to
the other.
7. Termination. This Agreement may be terminated by the
Investment Company, without the payment of any penalty, at any
time on 60 days' notice, by a vote of a majority of the Board of
Directors/Trustees of the Investment Company who are not
"interested persons" of the Investment Company (as defined in the
1940 Act), or by a "vote of a majority of the outstanding voting
securities" (as defined in the ▇▇▇▇ ▇▇▇) of the Investment
Company. The Agent may terminate this Agreement on 60 days'
notice to the Investment Company. Upon termination hereof, the
Investment Company shall pay such compensation as may be due the
Agent as of the date of such termination.
8. Changes; Amendments. This Agreement may be changed or
amended only by written instrument signed by both parties.
9. Several Liability. The parties agree that the assets and
liabilities of each Fund are separate and distinct from the
assets and liabilities of each other Fund and that no Fund shall
be liable or shall be charged for any debt, obligation or
liability of any other Fund, whether arising under this Agreement
or otherwise.
10. Personal Liability. The Directors/Trustees have authorized
the execution of this Agreement in their capacity as
Directors/Trustees and not individually and the Agent agrees that
neither Fund shareholders nor the Directors/Trustees nor any
officer, employee, representative or agent of the Investment
Company shall be personally liable upon, nor shall resort be had
to their private property for the satisfaction of, obligations
given, executed or delivered on behalf of or by the Investment
Company, that neither Fund shareholders nor the
Directors/Trustees, officers, employees, representatives or
agents of the Investment Company shall be personally liable
hereunder, and the Agent shall look solely to the property of the
Investment Company and each Fund for the satisfaction of any
claim hereunder.
11. Miscellaneous. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State
of New York. The captions in this Agreement 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. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same
instrument.
BBH FUND, INC.
BBH TRUST
BBH COMMON SETTLEMENT FUND, INC.
BBH COMMON SETTLEMENT FUND II, INC. ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Title: Managing Director
APPENDIX A
SHAREHOLDER SERVICING AGREEMENT ANNUAL FEE RATES
Fund: Annual Fee Rate:
BBH Fund, Inc.:
BBH Inflation-Indexed Securities Fund - Class A 0.25%
BBH Inflation-Indexed Securities Fund - Class N 0.25%
BBH Tax-Efficient U.S. Equity Fund - Class N 0.25%
BBH High Yield Fixed Income Fund - Class N 0.25%
BBH Broad Market Fixed Income Fund - Class N 0.25%
BBH International Equity Fund - Class N 0.25%
BBH European Equity Fund 0.25%
BBH Pacific Basin Equity Fund 0.25%
BBH Trust:
BBH Money Market Fund 0.25%
BBH U.S. Treasury Money Fund 0.225%
BBH Tax Free Short/Intermediate Fixed Income Fund 0.25%
BBH Tax-Exempt Money Fund 0.25%
BBH Common Settlement Fund, Inc. 0.05%
BBH Common Settlement Fund II, Inc. 0.05%