EXHIBIT 9
SHAREHOLDER SERVICING AGREEMENT
▇▇▇▇ ▇▇▇▇▇ & Company, Incorporated
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Spectra Fund (the "Fund") confirms its agreement with ▇▇▇▇ ▇▇▇▇▇ &
Company, Incorporated ("▇▇▇▇▇ Inc.") with respect to the servicing of
shareholder accounts in the Fund.
Section 1. COMPENSATION AND SERVICES TO BE RENDERED.
(a) The Fund will pay ▇▇▇▇▇ Inc. an annual fee in compensation for its
services in connection with the servicing of shareholder accounts. The annual
fee paid to ▇▇▇▇▇ Inc. under this Agreement will be calculated daily and paid
monthly by the Fund at the annual rate of .25% of the Fund's average daily net
assets.
(b) The annual fee will be used by ▇▇▇▇▇ Inc. to provide compensation
for ongoing servicing and/or maintenance of shareholder accounts and to cover an
allocable portion of overhead and other ▇▇▇▇▇ Inc. and selected dealer office
expenses related to the servicing and/or maintenance of shareholder accounts.
Compensation will be paid by ▇▇▇▇▇ Inc. to persons, including ▇▇▇▇▇ Inc.
employees, who respond to inquiries of shareholders of the Fund regarding their
ownership of shares or their accounts with the Fund or who provide other similar
services not otherwise required to be provided by the Fund's investment manager,
transfer agent or other agent of the Fund.
Section 2. APPROVAL OF TRUSTEES.
This Agreement will not take effect until approved by a majority vote
of both (a) the full Board of Trustees of the Fund and (b) those Trustees who
are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of this Agreement (the "Independent
Trustees"), cast in person at a meeting called for the purpose of voting on this
Agreement.
Section 3. CONTINUANCE OF AGREEMENT.
This Agreement will continue in effect from year to year so long as its
continuance is specifically approved annually by vote of the Fund's Board of
Trustees in the manner described in Section 2 above.
Section 4. TERMINATION.
(a) This Agreement may be terminated at any time, without the payment
of penalty, by vote of a majority of the Independent Trustees or by vote of a
majority of the outstanding voting securities of the Fund on not more than 60
days' written notice to ▇▇▇▇▇ Inc.
(b) This Agreement will terminate automatically in the event of its
assignment.
Section 5. AMENDMENTS.
No material amendment to the Plan may be made unless approved by the
Fund's Board of Trustees in the manner described in Section 2 above.
Section 6. PRESERVATION OF MATERIALS.
The Fund will preserve copies of this Agreement for a period of not
less than six years (the first two years in an easily accessible place) from the
date of this Agreement.
Section 7. MEANING OF CERTAIN TERMS.
As used in this Agreement, the terms "interested person" and "Majority
of the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the Investment Company Act of 1940, as amended (the
"Act") and the rules and regulations under the Act, subject to any exemption
that may be granted to the Fund under the Act by the Securities and Exchange
Commission.
Section 8. FILING OF DECLARATION OF TRUST.
The Fund represents that a copy of its Declaration of Trust dated as of
July 5, 1995, as amended from time to time (the "Declaration of Trust"), is on
file with the Secretary of the Commonwealth of Massachusetts and with the Boston
City Clerk.
Section 9. LIMITATION OF LIABILITY.
The obligations of the Fund under this Agreement will not be binding
upon any of the Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Fund, individually, but are binding only
upon the assets and property of the Fund, as provided in the Declaration of
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees of the Fund, and signed by an authorized officer of the Fund, acting as
such, and neither the authorization by the Trustees nor the execution and
delivery by the officer will be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but will bind
only the trust property of the Fund as provided in the Declaration of Trust.
Section 10. DATES.
This Agreement has been executed by the Fund as of February 12, 1996
and will become effective as of that date.
If the terms and conditions described above are in accordance with your
understanding, kindly indicate your acceptance of this Agreement by signing and
returning to us the enclosed copy of this Agreement.
Very truly yours,
SPECTRA FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
TREASURER
Accepted:
▇▇▇▇ ▇▇▇▇▇ & COMPANY, INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President
