EXHIBIT 8
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
with
XXXXXX XXXXXXX XXXX XXXXXX TRUST FSB
[open-end funds]
TABLE OF CONTENTS
-----------------
Page
----
Article 1 Terms of Appointment..................................................... 1
Article 2 Fees and Expenses........................................................ 5
Article 3 Representations and Warranties of MSDW TRUST............................. 6
Article 4 Representations and Warranties of the Fund............................... 7
Article 5 Duty of Care and Indemnification......................................... 7
Article 6 Documents and Covenants of the Fund and MSDW TRUST.......................10
Article 7 Duration and Termination of Agreement....................................13
Article 8 Assignment...............................................................14
Article 9 Affiliations.............................................................14
Article 10 Amendment................................................................15
Article 11 Applicable Law...........................................................15
Article 12 Miscellaneous............................................................15
Article 13 Merger of Agreement......................................................17
Article 14 Personal Liability.......................................................17
-i-
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
----------------------------------------------------------
AMENDED AND RESTATED AGREEMENT made as of the 22nd day of
June, 1998 by and between each of the Funds listed on the signature pages
hereof, each of such Funds acting severally on its own behalf and not jointly
with any of such other Funds (each such Fund hereinafter referred to as the
"Fund"), each such Fund having its principal office and place of business at
Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, and XXXXXX XXXXXXX XXXX
XXXXXX TRUST FSB ("MSDW TRUST"), a federally chartered savings bank, having its
principal office and place of business at Harborside Financial Center, Plaza
Two, Xxxxxx Xxxx, Xxx Xxxxxx 00000.
WHEREAS, the Fund desires to appoint MSDW TRUST as its
transfer agent, dividend disbursing agent and shareholder servicing agent and
MSDW TRUST desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of MSDW TRUST
------------------------------------------
1.1 Subject to the terms and conditions set forth in
this Agreement, the Fund hereby employs and appoints MSDW TRUST to act as, and
MSDW TRUST agrees to act as, the transfer agent for each series and class of
shares of the Fund, whether now or hereafter authorized or issued ("Shares"),
dividend disbursing agent and shareholder servicing agent in
-1-
connection with any accumulation, open-account or similar plans provided to the
holders of such Shares ("Shareholders") and set out in the currently effective
prospectus and statement of additional information ("prospectus") of the Fund,
including without limitation any periodic investment plan or periodic
withdrawal program.
1.2 MSDW TRUST agrees that it will perform the
following services:
(a) In accordance with procedures established
from time to time by agreement between the Fund and MSDW TRUST, MSDW TRUST
shall:
(i) Receive for acceptance, orders for the
purchase of Shares, and promptly deliver payment and appropriate documentation
therefor to the custodian of the assets of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and issue certificates therefor or hold such
Shares in book form in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests
and redemption directions and deliver the appropriate documentation therefor
to the Custodian;
(iv) At the appropriate time as and when it
receives monies paid to it by the Custodian with respect to any redemption,
pay over or cause to be paid over in the appropriate manner such monies
as instructed by the redeeming Shareholders;
-2-
(v) Effect transfers of Shares by the
registered owners thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends
and distributions declared by the Fund;
(vii) Calculate any sales charges payable by a
Shareholder on purchases and/or redemptions of Shares of the Fund as such
charges may be reflected in the prospectus;
(viii) Maintain records of account for and advise
the Fund and its Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of the Fund and
maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934
("1934 Act") a record of the total number of Shares of the Fund which are
authorized, based upon data provided to it by the Fund, and issued and
outstanding. MSDW TRUST shall also provide to the Fund on a regular basis the
total number of Shares that are authorized, issued and outstanding and shall
notify the Fund in case any proposed issue of Shares by the Fund would result
in an overissue. In case any issue of Shares would result in an overissue, MSDW
TRUST shall refuse to issue such Shares and shall not countersign and issue any
certificates requested for such Shares. When recording the issuance of Shares,
MSDW TRUST shall have no obligation to take cognizance of any Blue Sky laws
relating to the issue of sale of such Shares, which functions shall be the sole
responsibility of the Fund.
(b) In addition to and not in lieu of the services
set forth in the above paragraph (a), MSDW TRUST shall:
-3-
(i) perform all of the customary services of a
transfer agent, dividend disbursing agent and, as relevant, shareholder
servicing agent in connection with dividend reinvestment, accumulation,
open-account or similar plans (including without limitation any periodic
investment plan or periodic withdrawal program), including but not limited to,
maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing proxies, receiving and tabulating proxies, mailing shareholder reports
and prospectuses to current Shareholders, withholding taxes on U.S. resident
and non-resident alien accounts, preparing and filing appropriate forms
required with respect to dividends and distributions by federal tax authorities
for all Shareholders, preparing and mailing confirmation forms and statements
of account to Shareholders for all purchases and redemptions of Shares and
other confirmable transactions in Shareholder accounts, preparing and mailing
activity statements for Shareholders and providing Shareholder account
information;
(ii) open any and all bank accounts which may be
necessary or appropriate in order to provide the foregoing services; and
(iii) provide a system that will enable the Fund to
monitor the total number of Shares sold in each State or other jurisdiction.
(c) In addition, the Fund shall:
(i) identify to MSDW TRUST in writing those
transactions and assets to be treated as exempt from Blue Sky reporting for
each State; and
-4-
(ii) verify the inclusion on the system prior to
activation of each State in which Fund shares may be sold and thereafter
monitor the daily purchases and sales for shareholders in each State. The
responsibility of MSDW TRUST for the Fund's status under the securities laws of
any State or other jurisdiction is limited to the inclusion on the system of
each State as to which the Fund has informed MSDW TRUST that shares may be sold
in compliance with state securities laws and the reporting of purchases and
sales in each such State to the Fund as provided above and as agreed from time
to time by the Fund and MSDW TRUST.
(d) MSDW TRUST shall provide such additional
services and functions not specifically described herein as may be mutually
agreed between MSDW TRUST and the Fund. Procedures applicable to such
services may be established from time to time by agreement between the Fund
and MSDW TRUST.
Article 2 Fees and Expenses
-----------------
2.1 For performance by MSDW TRUST pursuant to this
Agreement, each Fund agrees to pay MSDW TRUST an annual maintenance fee for
each Shareholder account and certain transactional fees, if applicable, as set
out in the respective fee schedule attached hereto as Schedule A. Such fees and
out-of-pocket expenses and advances identified under Section 2.2 below may be
changed from time to time subject to mutual written agreement between the Fund
and MSDW TRUST.
2.2 In addition to the fees paid under Section 2.1
above, the Fund agrees to reimburse MSDW TRUST for out of pocket expenses in
connection with the services rendered
-5-
by MSDW TRUST hereunder. In addition, any other expenses incurred by MSDW
TRUST at the request or with the consent of the Fund will be reimbursed by the
Fund.
2.3 The Fund agrees to pay all fees and
reimbursable expenses within a reasonable period of time following the mailing
of the respective billing notice. Postage for mailing of dividends, proxies,
Fund reports and other mailings to all Shareholder accounts shall be advanced
to MSDW TRUST by the Fund upon request prior to the mailing date of such
materials.
Article 3 Representations and Warranties of MSDW TRUST
--------------------------------------------
MSDW TRUST represents and warrants to the Fund that:
3.1 It is a federally chartered savings bank
whose principal office is in New Jersey.
3.2 It is and will remain registered with the
U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant
to the requirements of Section 17A of the 0000 Xxx.
3.3 It is empowered under applicable laws and
by its charter and By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have
been taken to authorize it to enter into and perform this Agreement.
3.5 It has and will continue to have access to
the necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
-6-
Article 4 Representations and Warranties of the Fund
------------------------------------------
The Fund represents and warrants to MSDW TRUST that:
4.1 It is a corporation duly organized and
existing and in good standing under the laws of Delaware or Maryland or a trust
duly organized and existing and in good standing under the laws of
Massachusetts, as the case may be.
4.2 It is empowered under applicable laws and
by its Articles of Incorporation or Declaration of Trust, as the case may be,
and under its By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings necessary to
authorize it to enter into and perform this Agreement have been taken.
4.4 It is an investment company registered with
the SEC under the Investment Company Act of 1940, as amended (the "1940 Act").
4.5 A registration statement under the
Securities Act of 1933 (the "1933 Act") is currently effective and will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being offered for
sale.
Article 5 Duty of Care and Indemnification
--------------------------------
5.1 MSDW TRUST shall not be responsible for,
and the Fund shall indemnify and hold MSDW TRUST harmless from and against,
any and all losses, damages, costs,
-7-
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of MSDW TRUST or its agents or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct.
(b) The Fund's refusal or failure to comply
with the terms of this Agreement, or which arise out of the Fund's lack of
good faith, negligence or willful misconduct or which arise out of breach
of any representation or warranty of the Fund hereunder.
(c) The reliance on or use by MSDW TRUST or
its agents or subcontractors of information, records and documents which (i)
are received by MSDW TRUST or its agents or subcontractors and furnished to it
by or on behalf of the Fund, and (ii) have been prepared and/or maintained by
the Fund or any other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by
MSDW TRUST or its agents or subcontractors of, any instructions or requests of
the Fund.
(e) The offer or sale of Shares in violation of
any requirement under the federal securities laws or regulations or the
securities or Blue Sky laws of any State or other jurisdiction that notice of
offering of such Shares in such State or other jurisdiction or in violation of
any stop order or other determination or ruling by any federal agency or any
State or other jurisdiction with respect to the offer or sale of such Shares in
such State or other jurisdiction.
-8-
5.2 MSDW TRUST shall indemnify and hold the
Fund harmless from or against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to any action or failure or omission to act by MSDW TRUST as a result of the
lack of good faith, negligence or willful misconduct of MSDW TRUST, its
officers, employees or agents.
5.3 At any time, MSDW TRUST may apply to any
officer of the Fund for instructions, and may consult with legal counsel to the
Fund, with respect to any matter arising in connection with the services to be
performed by MSDW TRUST under this Agreement, and MSDW TRUST and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. MSDW TRUST, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided to MSDW TRUST or its agents or
subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Fund. MSDW TRUST, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile signature of the
officers of the Fund, and the proper countersignature of any former transfer
agent or registrar, or of a co-transfer agent or co-registrar.
-9-
5.4 In the event either party is unable to
perform its obligations under the terms of this Agreement because of acts of
God, strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such failure to
perform or otherwise from such causes.
5.5 Neither party to this Agreement shall be
liable to the other party for consequential damages under any provision of this
Agreement or for any act or failure to act hereunder.
5.6 In order that the indemnification
provisions contained in this Article 5 shall apply, upon the assertion of a
claim for which either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to indemnify
shall have the option to participate with the party seeking indemnification in
the defense of such claim. The party seeking indemnification shall in no case
confess any claim or make any compromise in any case in which the other party
may be required to indemnify it except with the other party's prior written
consent.
Article 6 Documents and Covenants of the Fund and MSDW TRUST
--------------------------------------------------
6.1 The Fund shall promptly furnish to MSDW
TRUST the following, unless previously furnished to Xxxx Xxxxxx Trust Company,
the prior transfer agent of the Fund:
-10-
(a) If a corporation:
(i) A certified copy of the resolution of the
Board of Directors of the Fund authorizing the appointment of MSDW TRUST and
the execution and delivery of this Agreement;
(ii) A certified copy of the Articles of
Incorporation and By-Laws of the Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board
of Directors designating persons authorized to give instructions on behalf of
the Fund and signature cards bearing the signature of any officer of
the Fund or any other person authorized to sign written instructions on behalf
of the Fund;
(iv) A specimen of the certificate for Shares
of the Fund in the form approved by the Board of Directors, with a certificate
of the Secretary of the Fund as to such approval;
(b) If a business trust:
(i) A certified copy of the resolution of the
Board of Trustees of the Fund authorizing the appointment of MSDW TRUST and
the execution and delivery of this Agreement;
(ii) A certified copy of the Declaration of
Trust and By-Laws of the Fund and all amendments thereto;
-11-
(iii) Certified copies of each vote of the Board
of Trustees designating persons authorized to give instructions on behalf of
the Fund and signature cards bearing the signature of any officer of the Fund
or any other person authorized to sign written instructions on behalf of the
Fund;
(iv) A specimen of the certificate for Shares
of the Fund in the form approved by the Board of Trustees, with a certificate
of the Secretary of the Fund as to such approval;
(c) The current registration statements and
any amendments and supplements thereto filed with the SEC pursuant to the
requirements of the 1933 Act or the 1940 Act;
(d) All account application forms or other
documents relating to Shareholder accounts and/or relating to any plan, program
or service offered or to be offered by the Fund; and
(e) Such other certificates, documents or
opinions as MSDW TRUST deems to be appropriate or necessary for the proper
performance of its duties.
6.2 MSDW TRUST hereby agrees to establish and
maintain facilities and procedures reasonably acceptable to the Fund for
safekeeping of Share certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
-12-
6.3 MSDW TRUST shall prepare and keep records
relating to the services to be performed hereunder, in the form and manner as
it may deem advisable and as required by applicable laws and regulations. To
the extent required by Section 31 of the 1940 Act, and the rules and
regulations thereunder, MSDW TRUST agrees that all such records prepared or
maintained by MSDW TRUST relating to the services performed by MSDW TRUST
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section 31 of the 1940 Act, and the
rules and regulations thereunder, and will be surrendered promptly to the Fund
on and in accordance with its request.
6.4 MSDW TRUST and the Fund agree that all
books, records, information and data pertaining to the business of the other
party which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential and shall not be
voluntarily disclosed to any other person except as may be required by law or
with the prior consent of MSDW TRUST and the Fund.
6.5 In case of any request or demands for the
inspection of the Shareholder records of the Fund, MSDW TRUST will endeavor to
notify the Fund and to secure instructions from an authorized officer of the
Fund as to such inspection. MSDW TRUST reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder records
to such person.
Article 7 Duration and Termination of Agreement
-------------------------------------
7.1 This Agreement shall remain in full force
and effect until August 1,
-13-
2000 and from year-to-year thereafter unless terminated by either party as
provided in Section 7.2 hereof.
7.2 This Agreement may be terminated by the
Fund on 60 days written notice, and by MSDW TRUST on 90 days written notice,
to the other party without payment of any penalty.
7.3 Should the Fund exercise its right to
terminate, all out-of-pocket expenses associated with the movement of records
and other materials will be borne by the Fund. Additionally, MSDW TRUST
reserves the right to charge for any other reasonable fees and expenses
associated with such termination.
Article 8 Assignment
----------
8.1 Except as provided in Section 8.3 below,
neither this Agreement nor any rights or obligations hereunder may be assigned
by either party without the written consent of the other party.
8.2 This Agreement shall inure to the benefit
of and be binding upon the parties and their respective permitted successors
and assigns.
8.3 MSDW TRUST may, in its sole discretion and
without further consent by the Fund, subcontract, in whole or in part, for the
performance of its obligations and duties hereunder with any person or entity
including but not limited to companies which are affiliated with MSDW TRUST;
provided, however, that such person or entity has and maintains the
qualifications, if any, required to perform such obligations and duties, and
that MSDW TRUST
-14-
shall be as fully responsible to the Fund for the acts and omissions of any
agent or subcontractor as it is for its own acts or omissions under this
Agreement.
Article 9 Affiliations
------------
9.1 MSDW TRUST may now or hereafter, without
the consent of or notice to the Fund, function as transfer agent and/or
shareholder servicing agent for any other investment company registered with
the SEC under the 1940 Act and for any other issuer, including without
limitation any investment company whose adviser, administrator, sponsor or
principal underwriter is or may become affiliated with Xxxxxx Xxxxxxx Xxxx
Xxxxxx & Co. or any of its direct or indirect subsidiaries or affiliates.
9.2 It is understood and agreed that the
Directors or Trustees (as the case may be), officers, employees, agents and
shareholders of the Fund, and the directors, officers, employees, agents and
shareholders of the Fund's investment adviser and/or distributor, are or may be
interested in MSDW TRUST as directors, officers, employees, agents and
shareholders or otherwise, and that the directors, officers, employees, agents
and shareholders of MSDW TRUST may be interested in the Fund as Directors or
Trustees (as the case may be), officers, employees, agents and shareholders or
otherwise, or in the investment adviser and/or distributor as directors,
officers, employees, agents, shareholders or otherwise.
Article 10 Amendment
---------
10.1 This Agreement may be amended or modified
by a written agreement executed by both parties and authorized or approved by
a resolution of the Board of Directors or the Board of Trustees (as
the case may be) of the Fund.
-15-
Article 11 Applicable Law
--------------
11.1 This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of the
State of New York.
Article 12 Miscellaneous
-------------
12.1 In the event that one or more additional
investment companies managed or administered by Xxxxxx Xxxxxxx Xxxx Xxxxxx
Advisors Inc. or any of its affiliates ("Additional Funds") desires to retain
MSDW TRUST to act as transfer agent, dividend disbursing agent and/or
shareholder servicing agent, and MSDW TRUST desires to render such services,
such services shall be provided pursuant to a letter agreement, substantially
in the form of Exhibit A hereto, between MSDW TRUST and each Additional Fund.
12.2 In the event of an alleged loss or
destruction of any Share certificate, no new certificate shall be issued in
lieu thereof, unless there shall first be furnished to MSDW TRUST an affidavit
of loss or non-receipt by the holder of Shares with respect to which a
certificate has been lost or destroyed, supported by an appropriate bond
satisfactory to MSDW TRUST and the Fund issued by a surety company satisfactory
to MSDW TRUST, except that MSDW TRUST may accept an affidavit of loss and
indemnity agreement executed by the registered holder (or legal representative)
without surety in such form as MSDW TRUST deems appropriate indemnifying MSDW
TRUST and the Fund for the issuance of a replacement certificate, in cases
where the alleged loss is in the amount of $1,000 or less.
12.3 In the event that any check or other order for
payment of money on the
-16-
account of any Shareholder or new investor is returned unpaid for any reason,
MSDW TRUST will (a) give prompt notification to the Fund's distributor
("Distributor") (or to the Fund if the Fund acts as its own distributor) of
such non-payment; and (b) take such other action, including imposition of a
reasonable processing or handling fee, as MSDW TRUST may, in its sole
discretion, deem appropriate or as the Fund and, if applicable, the Distributor
may instruct MSDW TRUST.
12.4 Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Fund or to MSDW TRUST
shall be sufficiently given if addressed to that party and received by it at
its office set forth below or at such other place as it may from time to time
designate in writing.
To the Fund:
[Name of Fund]
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
To MSDW TRUST:
----------
Xxxxxx Xxxxxxx Xxxx Xxxxxx Trust FSB
Harborside Financial Center
Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
Article 13 Merger of Agreement
-------------------
13.1 This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
-17-
Article 14 Personal Liability
------------------
14.1 In the case of a Fund organized as a
Massachusetts business trust, a copy of the Declaration of Trust 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 Board of
Trustees of the Fund as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund;
provided, however, that the Declaration of Trust of the Fund provides that the
assets of a particular Series of the Fund shall under no circumstances be
charged with liabilities attributable to any other Series of the Fund and that
all persons extending credit to, or contracting with or having any claim
against, a particular Series of the Fund shall look only to the assets of that
particular Series for payment of such credit, contract or claim.
IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Agreement to be executed in their names and on their
behalf by and through their duly authorized officers, as of the day and year
first above written.
XXXXXX XXXXXXX XXXX XXXXXX FUNDS
MONEY MARKET FUNDS
1. Xxxxxx Xxxxxxx Xxxx Xxxxxx Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Xxxxxx Xxxxxxx Xxxx Xxxxxx U.S. Government Money Market Trust
4. Active Assets Government Securities Trust
5. Xxxxxx Xxxxxxx Xxxx Xxxxxx Tax-Free Daily Income Trust
6. Active Assets Tax-Free Trust
7. Xxxxxx Xxxxxxx Xxxx Xxxxxx California Tax-Free Daily Income Trust
8. Xxxxxx Xxxxxxx Xxxx Xxxxxx New York Municipal Money Market Trust
9. Active Assets California Tax-Free Trust
-18-
EQUITY FUNDS
10. Xxxxxx Xxxxxxx Xxxx Xxxxxx American Value Fund
11. Xxxxxx Xxxxxxx Xxxx Xxxxxx Mid-Cap Growth Fund
12. Xxxxxx Xxxxxxx Xxxx Xxxxxx Dividend Growth Securities Inc.
13. Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital Growth Securities
14. Xxxxxx Xxxxxxx Xxxx Xxxxxx Global Dividend Growth Securities
15. Xxxxxx Xxxxxxx Xxxx Xxxxxx Income Builder Fund
16. Xxxxxx Xxxxxxx Xxxx Xxxxxx Natural Resource Development Securities Inc.
17. Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxxx Metals and Minerals Trust
18. Xxxxxx Xxxxxxx Xxxx Xxxxxx Developing Growth Securities Trust
19. Xxxxxx Xxxxxxx Xxxx Xxxxxx Health Sciences Trust
20. Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital Appreciation Fund
21. Xxxxxx Xxxxxxx Xxxx Xxxxxx Information Fund
22. Xxxxxx Xxxxxxx Xxxx Xxxxxx Value-Added Market Series
23. Xxxxxx Xxxxxxx Xxxx Xxxxxx European Growth Fund Inc.
24. Xxxxxx Xxxxxxx Xxxx Xxxxxx Pacific Growth Fund Inc.
25. Xxxxxx Xxxxxxx Xxxx Xxxxxx International SmallCap Fund
26. Xxxxxx Xxxxxxx Xxxx Xxxxxx Japan Fund
27. Xxxxxx Xxxxxxx Xxxx Xxxxxx Utilities Fund
28. Xxxxxx Xxxxxxx Xxxx Xxxxxx Global Utilities Fund
29. Xxxxxx Xxxxxxx Xxxx Xxxxxx Special Value Fund
30. Xxxxxx Xxxxxxx Xxxx Xxxxxx Financial Services Trust
31. Xxxxxx Xxxxxxx Xxxx Xxxxxx Market Leader Trust
32. Xxxxxx Xxxxxxx Xxxx Xxxxxx Fund of Funds
33. Xxxxxx Xxxxxxx Xxxx Xxxxxx S&P 500 Index Fund
34. Xxxxxx Xxxxxxx Xxxx Xxxxxx Competitive Edge Fund
35. Xxxxxx Xxxxxxx Xxxx Xxxxxx Mid-Cap Dividend Growth Securities
36. Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity Fund
37. Xxxxxx Xxxxxxx Xxxx Xxxxxx Growth Fund
38. Xxxxxx Xxxxxxx Xxxx Xxxxxx S&P 500 Select Fund
BALANCED FUNDS
39. Xxxxxx Xxxxxxx Xxxx Xxxxxx Balanced Growth Fund
40. Xxxxxx Xxxxxxx Xxxx Xxxxxx Balanced Income Trust
ASSET ALLOCATION FUNDS
41. Xxxxxx Xxxxxxx Xxxx Xxxxxx Strategist Fund
42. Xxxx Xxxxxx Global Asset Allocation Fund
-19-
FIXED INCOME FUNDS
43. Xxxxxx Xxxxxxx Xxxx Xxxxxx High Yield Securities Inc.
44. Xxxxxx Xxxxxxx Xxxx Xxxxxx High Income Securities
45. Xxxxxx Xxxxxxx Xxxx Xxxxxx Convertible Securities Trust
46. Xxxxxx Xxxxxxx Xxxx Xxxxxx Intermediate Income Securities
47. Xxxxxx Xxxxxxx Xxxx Xxxxxx Short-Term Bond Fund
48. Xxxxxx Xxxxxxx Xxxx Xxxxxx World Wide Income Trust
49. Xxxxxx Xxxxxxx Xxxx Xxxxxx Global Short-Term Income Fund Inc.
50. Xxxxxx Xxxxxxx Xxxx Xxxxxx Diversified Income Trust
51. Xxxxxx Xxxxxxx Xxxx Xxxxxx U.S. Government Securities Trust
52. Xxxxxx Xxxxxxx Xxxx Xxxxxx Federal Securities Trust
53. Xxxxxx Xxxxxxx Xxxx Xxxxxx Short-Term U.S. Treasury Trust
54. Xxxxxx Xxxxxxx Xxxx Xxxxxx Intermediate Term U.S. Treasury Trust
55. Xxxxxx Xxxxxxx Xxxx Xxxxxx Tax-Exempt Securities Trust
56. Xxxxxx Xxxxxxx Xxxx Xxxxxx Limited Term Municipal Trust
57. Xxxxxx Xxxxxxx Xxxx Xxxxxx California Tax-Free Income Fund
58. Xxxxxx Xxxxxxx Xxxx Xxxxxx New York Tax-Free Income Fund
59. Xxxxxx Xxxxxxx Xxxx Xxxxxx Hawaii Municipal Trust
60. Xxxxxx Xxxxxxx Xxxx Xxxxxx Multi-State Municipal Series Trust
61. Xxxxxx Xxxxxxx Xxxx Xxxxxx Select Municipal Reinvestment Fund
SPECIAL PURPOSE FUNDS
62. Xxxx Xxxxxx Retirement Series
63. Xxxxxx Xxxxxxx Xxxx Xxxxxx Variable Investment Series
64. Xxxxxx Xxxxxxx Xxxx Xxxxxx Select Dimensions Investment Series
TCW/DW FUNDS
65. TCW/DW North American Government Income Trust
66. TCW/DW Latin American Growth Fund
67. TCW/DW Income and Growth Fund
68. TCW/DW Small Cap Growth Fund
69. TCW/DW Total Return Trust
-20-
70. TCW/DW Global Telecom Trust
71. TCW/DW Mid-Cap Equity Trust
72. TCW/DW Emerging Markets Opportunities Trust
By:
----------------------------
Xxxxx Xxxx
Vice President and General Counsel
ATTEST:
----------------------------
Assistant Secretary
XXXXXX XXXXXXX XXXX XXXXXX TRUST FSB
By:
------------------------------
Xxxx Van Heuvelen
President
ATTEST:
-----------------------------
Executive Vice President
-21-
Exhibit A
---------
Xxxxxx Xxxxxxx Xxxx Xxxxxx Trust FSB
Harborside Financial Xxxxxx
Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Gentlemen:
The undersigned, (inset name of investment company) a
(Massachusetts business trust/Maryland corporation) (the "Fund"), desires to
employ and appoint Xxxxxx Xxxxxxx Xxxx Xxxxxx Trust FSB ("MSDW TRUST") to act
as transfer agent for each series and class of shares of the Fund, whether now
or hereafter authorized or issued ("Shares"), dividend disbursing agent and
shareholder servicing agent, registrar and agent in connection with any
accumulation, open-account or similar plan provided to the holders of Shares,
including without limitation any periodic investment plan or periodic
withdrawal plan.
The Fund hereby agrees that, in consideration for the payment
by the Fund to MSDW TRUST of fees as set out in the fee schedule attached
hereto as Schedule A, MSDW TRUST shall provide such services to the Fund
pursuant to the terms and conditions set forth in the Transfer Agency and
Service Agreement annexed hereto, as if the Fund was a signatory thereto.
-22-
Please indicate MSDW TRUST's acceptance of employment and
appointment by the Fund in the capacities set forth above by so indicating in
the space provided below.
Very truly yours,
(name of fund)
By:__________________________________
Xxxxx Xxxx
Vice President and General Counsel
ACCEPTED AND AGREED TO:
XXXXXX XXXXXXX XXXX XXXXXX TRUST FSB
By:_______________________
Its:______________________
Date:_____________________
-23-
Fund: TCW/DW Mid-Cap Equity Trust
Fees: (1) Annual maintenance fee of $12.65 per shareholder account,
payable monthly.
(2) A fee equal to 1/12 of the fee set forth in (1) above,
for providing Forms 1099 for accounts closed during the year,
payable following the end of the calendar year.
(3) Out-of-pocket expenses in accordance with Section 2.2 of the
Agreement.
(4) Fees for additional services not set forth in this
Agreement shall be as negotiated between the parties.
