INVESTOR SERVICING AGREEMENT
AGREEMENT made as of the 3rd day of June, 1991, between each of the
Xxxxxx Funds listed in Appendix A hereto (as the same may from time to
time be amended to add one or more additional Xxxxxx Funds or to delete
one or more of such Funds), each of such Funds acting severally on its
own behalf and not jointly with any of such other Funds (each of such
Funds being hereinafter referred to as the "Fund"), and The Xxxxxx
Management Company, Inc. (the "Manager"), a Delaware corporation, and
Xxxxxx Fiduciary Trust Company (the "Agent"), a Massachusetts trust
company.
W I T N E S S E T H:
WHEREAS, the Fund is an investment company registered under the
Investment Company Act of 1940; and
WHEREAS, the Fund desires to engage the Manager and the Agent to provide
all services required by the Fund in connection with the establishment,
maintenance and recording of shareholder accounts, including without
limitation all related tax and other reporting requirements, and the
implementation of investment and redemption arrangements offered in
connection with the sale of the Fund's shares; and
WHEREAS, the Agent, an affiliate of the Manager, is willing to provide
such services on the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties hereto agree as follows:
1. APPOINTMENT.
The Fund hereby appoints the Agent as its "Investor Servicing Agent" on
the terms and conditions set forth herein. In such capacity the Agent
shall act as transfer, distribution disbursing and redemption agent for
the Fund and shall act as agent for the shareholders of the Fund in
connection with the various shareholder investment and/or redemption
plans from time to time made available to shareholders. The Agent
hereby accepts such appointment and agrees to perform the respective
duties and functions of such offices in accordance with the terms of
this agreement and in a manner generally consistent with the practices
and standards customarily followed by other high quality investor
servicing agents for registered investment companies.
Notwithstanding such appointment, however, the parties agree that the
Manager may, upon thirty (30) days prior written notice to the Fund,
assume such appointment and perform such duties and functions itself.
Pending any such assumption, however, the Manager hereby guarantees the
performance of the Agent hereunder and shall be fully responsible to the
Fund, financially and otherwise, for the performance by the Agent of its
agreements contained herein.
2. GENERAL AUTHORITY AND DUTIES.
By its acceptance of the foregoing appointment, the Agent shall be
responsible for performing all functions and duties which, in the
reasonable judgment of the Fund, are necessary or desirable in
connection with the establishment, maintenance and recording of the
Fund's shareholder accounts and the conduct of its relations with
shareholders with respect to their accounts. Without limiting the
generality of the foregoing, the Agent shall be responsible:
(a) as transfer agent, for performing all functions customarily
performed by transfer agents for registered investment companies,
including without limitation all functions necessary or desirable to
establish and maintain accounts evidencing the ownership of securities
issued by the Fund and, to the extent applicable, the issuance of
certificates representing such securities, the recording of all
transactions pertaining to such accounts, and effecting the issuance and
redemption of securities issued by the Fund;
(b) as distribution disbursing agent, for performing all functions
customarily performed by distribution disbursing agents for registered
investment companies, including without limitation all functions
necessary or desirable to effect the payment to shareholders of
distributions declared from time to time by the Trustees of the Fund;
(c) as redemption agent for the Fund, for performing all functions
necessary or desirable to effect the redemption of securities issued by
the Fund and payment of the proceeds thereof; and
(d) as agent for shareholders of the Fund, performing all functions
necessary or desirable to maintain all plans or arrangements from time
to time made available to shareholders to facilitate the purchase or
redemption of securities issued by the Fund.
In performing its duties hereunder, in addition to the provisions set
forth herein, the Agent shall comply with the terms of the Declaration
of Trust, the Bylaws and the current Prospectus and Statement of
Additional Information of the Fund, and with the terms of votes adopted
from time to time by the Trustees and shareholders of the Fund, relating
to the subject matters of this Agreement, all as the same may be amended
from time to time.
3. STANDARD OF SERVICE; COMPLIANCE WITH LAWS.
The Agent will use its best efforts to provide high quality services to
the Fund's shareholders and in so doing will seek to take advantage of
such innovations and technological improvements as may be appropriate or
desirable with a view to improving the quality and, where possible,
reducing the cost of its services to the Fund. In performing its duties
hereunder, the Agent shall comply with the provisions of all applicable
laws and regulations and shall comply with the requirements of any
governmental authority, having jurisdiction over the Agent or the Fund
with respect to the duties of the Agent hereunder.
4. COMPENSATION.
The Fund shall pay to the Agent, for its services rendered and its costs
incurred in connection with the performance of its duties hereunder,
such compensation and reimbursements as may from time to time be
approved by vote of the Trustees of the Fund.
5. DUTY OF CARE; INDEMNIFICATION.
The Agent will at all times act in good faith and exercise reasonable
care in performing its duties hereunder. The Agent will not be liable
or responsible for delays of errors resulting from circumstances beyond
its control, including acts of civil or military authorities, national
emergencies, labor difficulties, fire, mechanical breakdown beyond its
control, flood or catastrophe, acts of God, insurrection, war, riots or
failure beyond its control of transportation, communication or power
supply.
The Agent may rely on certifications of the Clerk, the President, the
Vice Chairman, the Executive Vice President, the Senior Vice President
or the Treasurer of the Fund as to any action taken by the shareholders
or trustees of the Fund, and upon instructions not inconsistent with
this Agreement received from the President, Vice Chairman, the Executive
Vice President, the Senior Vice President or the Treasurer of the Fund.
If any officer of the Fund shall no longer be vested with authority to
sign for the Fund, written notice thereof shall forthwith be given to
the Agent by the Fund and, until receipt of such notice by it, the Agent
shall be entitled to recognize and act in good faith upon certificates
or other instruments bearing the signatures or facsimile signatures of
such officers. The Agent may request advice of counsel for the Fund, at
the expense of the Fund, with respect to the performance of its duties
hereunder.
The Fund will indemnify and hold the Agent harmless from any and all
losses, claims, damages, liabilities and expenses (including reasonable
fees and expenses of counsel) arising out of (i) any action taken by the
Agent in good faith consistent with the exercise of reasonable care in
accordance with such certifications, instructions or advice, (ii) any
action taken by the Agent in good faith consistent with the exercise of
reasonable care in reliance upon any instrument or certificate for
securities believed by it (a) to be genuine, and (b) to be executed by
any person or persons authorized to execute the same; provided, however,
that the Agent shall not be so indemnified in the event of its failure
to obtain a proper signature guarantee to the extent the same is
required by the Declaration of Trust, Bylaws, current Prospectus or
Statement of Additional Information of the Fund or a vote of the
Trustees of the Fund, and such requirement has not been waived by vote
of the Trustees of the Fund, or (iii) any other action taken by the
Agent in good faith consistent with the exercise of reasonable care in
connection with the performance of its duties hereunder.
In the event that the Agent proposes to assert the right to be
indemnified under this Section 5 in connection with any action, suit or
proceeding against it, the Agent shall promptly after receipt of notice
of commencement of such action, suit or proceeding notify the Fund of
the same, enclosing a copy of all papers served. In such event, the
Fund shall be entitled to participate in such action, suit or
proceeding, and, to the extent that it shall wish, to assume the defense
thereof, and after notice from the Fund to the Agent of its election so
to assume the defense thereof the Fund shall not be liable to the Agent
for any legal or other expenses. The parties shall cooperate with each
other in the defense of any such action, suit or proceeding. In no
event shall the Fund be liable for any settlement of any action or claim
effected without its consent.
6. MAINTENANCE OF RECORDS.
The Agent will maintain and preserve all records relating to its duties
under this Agreement in compliance with the requirements of applicable
statutes, rules and regulations, including, without limitation, Rule
31a-1 under the Investment Company Act of 1940. Such records shall be
the property of the Fund and shall at all times be available for
inspection and use by the officers and agents of the Fund. The Agent
shall furnish to the Fund such information pertaining to the shareholder
accounts of the Fund and the performance of its duties hereunder as the
Fund may from time to time request. The Agent shall notify the Fund
promptly of any request or demand by any third party to inspect the
records of the Fund maintained by it and will act upon the instructions
of the Fund in permitting or refusing such inspection.
7. FUND ACCOUNTS.
All moneys of the Fund from time to time made available for the payment
of distributions to shareholders or redemptions of shares, or otherwise
coming into the possession or control of the Agent or its officers,
shall be deposited and held in one or more accounts maintained by the
Agent solely for the benefit of the Funds.
8. INSURANCE.
The Agent will at all times maintain in effect insurance coverage,
including, without limitation, Errors and Omissions, Fidelity Bond and
Electronic Data Processing coverages, at levels of coverage consistent
with those customarily maintained by other high quality investor
servicing agents for registered investment companies and with such
policies as the Trustees of the Fund may from time to time adopt.
9. EMPLOYEES.
The Agent shall be responsible for the employment, control and conduct
of its agents and employees and for injury to such agents or employees
or to others caused by such agents or employees. The Agent shall assume
full responsibility for its agents and employees under applicable
statutes and agrees to pay all applicable employer taxes thereunder with
respect to such agents and employees, and such agents and employees
shall in no event be considered to be agents or employees of the Fund.
10. TERMINATION.
This Agreement shall continue indefinitely until terminated by not less
than ninety (90) days prior written notice given by the Fund to the
Agent, or by not less than six months prior written notice given by the
Agent to the Fund.
In the event that in connection with any such termination a successor to
any of the Agent's duties or responsibilities hereunder is designated by
the Fund by written notice to the Agent, the Agent will cooperate fully
in the transfer of such duties and responsibilities, including provision
for assistance by the Agent's personnel in the establishment of books,
records and other data by such successor. The Fund will reimburse the
Agent for all expenses incurred by the Agent in connection with such
transfer.
11. MISCELLANEOUS.
This Agreement shall be construed and enforced in accordance with and
governed by the laws of The Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions of this
Agreement 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.
A copy of the Declaration of Trust (including any amendments thereto) of
the Fund is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Fund as Trustees and not
individually and that the obligations of or arising out of this
instrument are not binding upon any of the Trustees or officers or
shareholders individually, but binding only upon the assets and property
of the Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the date and year first above written.
THE XXXXXX FUNDS, listed on Appendix A
By/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executive Vice President
XXXXXX FIDUCIARY TRUST COMPANY
By/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
THE XXXXXX MANAGEMENT COMPANY, INC.
By/s/ Xxxxxx X. Silver
Xxxxxx X. Silver
Senior Managing Director
XXXXXX OPEN-END FUNDS
Xxxxxx American Government Income Fund
Xxxxxx Arizona Tax Exempt Income Fund
Xxxxxx Asset Allocation Funds
-Balanced Portfolio
-Conservative Portfolio
-Growth Portfolio
Xxxxxx California Tax Exempt Income Fund
Xxxxxx California Tax Exempt Money Market Fund
Xxxxxx Capital Appreciation Fund
Xxxxxx Classic Equity Fund
Xxxxxx Convertible Income-Growth Trust
Xxxxxx Diversified Income Trust
Xxxxxx Equity Income Fund
Xxxxxx Europe Growth Fund
Xxxxxx Florida Tax Exempt Income Fund
Xxxxxx Funds Trust
-Xxxxxx Floating Rate Daily Access Fund
-Xxxxxx Growth Fund
-Xxxxxx International Fund 2000
-Xxxxxx International Growth and Income Fund
-Xxxxxx Small Cap Growth Fund
The Xxxxxx Xxxxxx Fund of Boston
Xxxxxx Global Equity Fund
Xxxxxx Global Income Trust
Xxxxxx Global Natural Resources Fund
The Xxxxxx Fund for Growth and Income
Putnam Health Sciences Trust
Xxxxxx High Yield Advantage Fund
Xxxxxx High Yield Trust
Putnam Income Fund
Putnam Intermediate U.S. Government Income Fund
Putnam International Growth Fund
Xxxxxx Investment Funds
-Putnam Capital Opportunities Fund
-Xxxxxx Growth Opportunities Fund
-Xxxxxx International Blend Fund
-Xxxxxx International New Opportunities Fund
-Xxxxxx International Voyager Fund
-Xxxxxx Mid Cap Value Fund
-Putnam New Value Fund
-Xxxxxx Research Fund
-Xxxxxx Small Cap Value Fund
Xxxxxx Investors Fund
Xxxxxx Massachusetts Tax Exempt Income Fund
Xxxxxx Michigan Tax Exempt Income Fund
Xxxxxx Minnesota Tax Exempt Income Fund
Xxxxxx Money Market Fund
Xxxxxx Municipal Income Fund
Xxxxxx New Jersey Tax Exempt Income Fund
Xxxxxx New Opportunities Fund
Xxxxxx New York Tax Exempt Income Fund
Xxxxxx New York Tax Exempt Money Market Fund
Xxxxxx New York Tax Exempt Opportunities Fund
Xxxxxx Ohio Tax Exempt Income Fund
Xxxxxx OTC & Emerging Growth Fund
Xxxxxx Pennsylvania Tax Exempt Income Fund
Xxxxxx Tax Exempt Income Fund
Xxxxxx Tax Exempt Money Market Fund
Xxxxxx Tax-Free Income Trust
-Xxxxxx Tax-Free High Yield Fund
-Xxxxxx Tax-Free Insured Fund
Xxxxxx Tax Smart Funds Trust
-Xxxxxx Tax Smart Equity Fund
Xxxxxx U.S. Government Income Trust
Xxxxxx Utilities Growth and Income Fund
Putnam Variable Trust
-Putnam VT American Government Income Fund
-Xxxxxx VT Capital Appreciation Fund
-Xxxxxx VT Diversified Income Fund
-Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston
-Xxxxxx VT Global Asset Allocation Fund
-Xxxxxx VT Global Equity Fund
-Xxxxxx VT Growth and Income Fund
-Xxxxxx VT Growth Opportunities Fund
-Xxxxxx VT Health Sciences Fund
-Xxxxxx VT High Yield Fund
-Xxxxxx VT Income Fund
-Xxxxxx VT International Growth Fund
-Xxxxxx VT International Growth and Income Fund
-Xxxxxx VT International New Opportunities Fund
-Xxxxxx VT Investors Fund
-Xxxxxx VT Money Market Fund
-Xxxxxx VT New Opportunities Fund
-Xxxxxx VT New Value Fund
-Xxxxxx VT OTC & Emerging Growth Fund
-Xxxxxx VT Research Fund
-Xxxxxx VT Small Cap Value Fund
-Xxxxxx VT Utilities Growth and Income Fund
-Xxxxxx VT Vista Fund
-Xxxxxx VT Voyager Fund
-Xxxxxx VT Voyager Fund II
Xxxxxx Vista Fund
Xxxxxx Voyager Fund
Xxxxxx Voyager Fund II
