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Exhibit (k)(1)
AGENCY AGREEMENT
THIS AGREEMENT made as of the 3rd day of May, 1991, by and between
XXXXXX HIGH INCOME TRUST, a Massachusetts business trust having its principal
place of business at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX 00000 ("Fund"), and
INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust company organized and
existing under the laws of the State of Missouri, having its principal place of
business at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("IFTC").
WHEREAS, Fund wants to appoint IFTC as Transfer Agent and Dividend
Disbursing Agent, and IFTC wants to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
In connection with the appointment of IFTC as Transfer Agent and
Dividend Disbursing Agent for Fund, there will be filed with IFTC
the following documents:
A. A certified copy of the resolutions of the Board of
Trustees of Fund appointing IFTC as Transfer Agent and
Dividend Disbursing Agent, approving the form of this
Agreement, and designating certain persons to give written
instructions and requests on behalf of Fund.
B. A certified copy of the Agreement and Declaration of Trust
of Fund and any amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the
Securities and Exchange Commission.
E. Specimens of all forms of outstanding share certificates,
in the forms approved by the Board of Trustees of Fund,
with a certificate of the Secretary of Fund, as to such
approval.
F. Specimens of the signatures of the officers of the Fund
authorized to sign share certificates and individuals
authorized to sign written instructions and requests on
behalf of the Fund.
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G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and existence
under the laws of the Commonwealth of
Massachusetts.
(2) With respect to the status of all shares of Fund
covered by the appointment under the Securities
Act of 1933, as amended, and any other applicable
federal or state statute.
(3) To the effect that all issued shares are, and all
unissued shares will be when issued, validly
issued, fully paid and non-assessable.
2. Certain Representations and Warranties of IFTC. IFTC represents and
warrants to Fund that:
A. It is a trust company duly organized and existing and in
good standing under the laws of Missouri.
B. It is duly qualified to carry on its business in the State
of Missouri.
C. It is empowered under applicable laws and by its Articles
of Incorporation and Bylaws to enter into and perform the
services contemplated in this Agreement.
D. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
E. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to perform
its duties and obligations under this Agreement.
F. It is, and will continue to be, registered as a transfer
agent under the Securities Exchange Act of 1934.
3. Certain Representations and Warranties of Fund. Fund represents and
warrants to IFTC that:
A. It is a business trust duly organized and existing and in
good standing under the laws of The Commonwealth of
Massachusetts.
B. It is an investment company registered under the
Investment Company Act of 1940.
C. All shares of the Fund offered for sale from time to time
will be registered under the Securities Act of 1933 or
exempt therefrom.
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D. All requisite steps have been or will be taken to register
Fund's shares for sale in all applicable states, including
the District of Columbia.
E. Fund is empowered under applicable laws and by its
Agreement and Declaration of Trust and Bylaws to enter
into and perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement,
Fund hereby employs and appoints IFTC as Transfer Agent
and Dividend Disbursing Agent effective the date hereof.
B. IFTC hereby accepts such employment and appointment and
agrees that it will act as Fund's Transfer Agent and
Dividend Disbursing Agent.
C. IFTC agrees to provide the necessary facilities, equipment
and personnel to perform its duties and obligations
hereunder in accordance with industry practice.
D. Fund agrees to use all reasonable efforts to deliver to
IFTC in Kansas City, Missouri, as soon as they are
available, all of its shareholder account records.
E. Subject to the provisions of Section 19 and 20 hereof,
IFTC agrees that it will perform all of the usual and
ordinary services of Transfer Agent and Dividend
Disbursing Agent and as agent for the various shareholder
accounts, including, without limitation, the following:
issuing, transferring and cancelling share certificates,
maintaining all shareholder accounts, preparing
shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing shareholder reports and
prospectuses, withholding federal income taxes, preparing
and mailing checks for disbursement of income dividends
and capital gains distributions, preparing and filing all
required U.S. Treasury Department information returns for
all shareholders, preparing and mailing confirmation forms
to shareholders and dealers with respect to all
transactions in shareholder accounts for which
confirmations are required and recording reinvestments of
dividends and distributions in Fund shares.
5. Compensation and Expenses.
A. In consideration for the services hereunder provided by
IFTC as Transfer Agent and Dividend Disbursing Agent, Fund
will pay to IFTC from time to time compensation as agreed
upon for all services rendered as Agent, and also, all its
reasonable out-of-pocket expenses and other disbursements
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incurred in connection with the agency. Such compensation
will be set forth in a separate schedule to be agreed to
by Fund and IFTC. The initial agreement regarding
compensation is attached as Exhibit A.
B. Fund agrees to promptly reimburse IFTC for all reasonable
out-of-pocket expenses or advances incurred by IFTC in
connection with the performance of services under this
Agreement, including, but not limited to, postage (and
first class mail insurance in connection with mailing
share certificates), envelopes, check forms, continuous
forms, forms for reports and statements, stationery, and
other similar items, telephone and telegraph charges
incurred in answering inquiries from dealers or
shareholders, microfilm used each year to record the
previous year's transaction in shareholder accounts and
computer tapes used for permanent storage of records and
cost of insertion of materials in mailing envelopes by
outside firms. IFTC may, at its option, arrange to have
various service providers submit invoices directly to the
Fund for payment of out-of-pocket expenses reimbursable
hereunder.
6. Efficient Operation of IFTC System.
A. In connection with the performance of its services under
this Agreement, IFTC is responsible for the accurate and
efficient functioning of its system at all times,
including:
(1) The accuracy of the entries in IFTC's records
reflecting orders and instructions received by
IFTC from dealers, shareholders and Fund.
(2) The timely availability and the accuracy of
shareholder lists, shareholder account
verifications, confirmations and other shareholder
account information to be produced from its
records or data.
(3) The accurate and timely issuance of dividend and
distribution checks in accordance with
instructions received from Fund.
(4) The requiring of proper forms of instructions,
signatures and signature guarantees and any
necessary documents supporting the rightfulness of
transfers and other shareholder account
transactions, all in conformance with IFTC's
present procedures with such changes as may be
deemed reasonably appropriate by IFTC or as may be
reasonably approved by or on behalf of Fund.
(5) The maintenance of a current duplicate set of
Fund's essential or required records, as agreed
upon from time to time by Fund and
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IFTC, at a secure distant location, in form
available and usable forthwith in the event of any
breakdown or disaster disrupting its main
operation.
7. Indemnification.
A. Fund shall indemnify and hold IFTC harmless from and
against any and all claims, actions, suits, losses,
damages, costs, charges, counsel fees, payments, expenses
and liabilities arising out of or attributable to any
action or omission by IFTC pursuant to this Agreement or
in connection with the agency relationship created by this
Agreement, provided that IFTC has acted in good faith and
without negligence and without willful misconduct.
B. IFTC shall indemnify and hold the Fund harmless from and
against, any and all claims, actions, suits, losses,
damages, costs, charges, counsel fees, payments, expenses
and liabilities arising out of or attributable to any
action or omission by IFTC pursuant to this Agreement or
in connection with the agency relationship created by this
Agreement, provided that IFTC has not acted in good faith
and without negligence and without willful misconduct.
C. In order that the indemnification provisions contained in
this Section 7 shall apply, upon the assertion of a claim
for which either party (the "Indemnifying Party") may be
required to provide indemnification hereunder, the party
seeking indemnification (the "Indemnitee") shall promptly
notify the Indemnifying Party of such assertion, and shall
keep such party advised with respect to all developments
concerning such claim. The Indemnifying Party shall be
entitled to assume control of the defense and the
negotiations, if any, regarding settlement of the claim.
If the Indemnifying Party assumes control, the Indemnitee
shall have the option to participate in the defense and
negotiations of such claim at its own expense. The
Indemnitee shall in no event confess, admit to,
compromise, or settle any claim for which the Indemnifying
Party may be required to indemnify it except with the
prior written consent of the Indemnifying Party, which
shall not be unreasonably withheld.
8. Certain Covenants of IFTC and Fund.
A. All requisite steps will be taken by Fund from time to
time when and as necessary to register the Fund's shares
for sale in all states in which Fund's shares shall at the
time be offered for sale and require registration. If at
any time Fund will receive notice of any stop order or
other proceeding in any such state affecting such
registration or the sale of Fund's shares, or of any
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stop order or other proceeding under the Federal
securities laws affecting the sale of Fund's shares, Fund
will give prompt notice thereof to IFTC.
B. IFTC hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to 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. Further, IFTC agrees to
carry insurance, as specified in Exhibit B hereto, with
insurers reasonably acceptable to Fund and in minimum
amounts that are reasonably acceptable to the Fund, which
will not be changed without the consent of Fund, which
consent will not be unreasonably withheld, and which will
be expanded in coverage or increased in amounts from time
to time if and when reasonably requested by Fund. If IFTC
determines that it is unable to obtain any such insurance
upon commercially reasonable terms, it shall promptly so
advise Fund in writing. In such event, Fund shall have the
right to terminate this Agreement upon 30 days notice.
C. To the extent required by Section 31 of the Investment
Company Act of 1940 and Rules thereunder, IFTC agrees that
all records maintained by IFTC relating to the services to
be performed by IFTC under this Agreement are the property
of Fund and will be preserved and will be surrendered
promptly to Fund on request.
D. IFTC agrees to furnish Fund semi-annual reports of its
financial condition, consisting of a balance sheet,
earnings statement and any other reasonably available
financial information reasonably requested by Fund. The
annual financial statements will be certified by IFTC's
certified public accountants.
E. IFTC represents and agrees that it will use all reasonable
efforts to keep current on the trends of the investment
company industry relating to shareholder services and will
use all reasonable efforts to continue to modernize and
improve its system without additional cost to Fund.
F. IFTC will permit Fund and its authorized representatives
to make periodic inspections of its operations at
reasonable times during business hours.
G. If IFTC is prevented from complying, either totally or in
part, with any of the terms or provisions of this
Agreement, by reason of fire, flood, storm, strike,
lockout or other labor trouble, riot, war, rebellion,
accidents, acts of God, equipment, utility or transmission
failure or damage, and/or any other cause or casualty
beyond the reasonable control of IFTC, whether similar to
the foregoing matters or not, then upon written notice to
Fund, the
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requirements of this Agreement that are affected by such
disability, to the extent so affected, shall be suspended
during the period of such disability; provided, however,
that IFTC shall make reasonable effort to remove such
disability as soon as possible. During such period, Fund
may seek alternate sources of service without liability
hereunder; and IFTC will use all reasonable efforts to
assist Fund to obtain alternate sources of service. IFTC
shall have no liability to Fund for nonperformance because
of the reasons set forth in this Section 8.G; but if a
disability that, in Fund's reasonable belief, materially
affects IFTC's ability to perform its obligations under
this Agreement continues for a period of 30 days, then
Fund shall have the right to terminate this Agreement upon
10 days written notice to IFTC.
9. Adjustment.
In case of any recapitalization, readjustment or other change in
the structure of Fund requiring a change in the form of share
certificates, IFTC will issue or register certificates in the new
form in exchange for, or in transfer of, the outstanding
certificates in the old form, upon receiving the following:
A. Written instructions from an officer of Fund.
B. Certified copy of the amendment to the Agreement and
Declaration of Trust or other document effecting the
change.
C. Certified copy of the order or consent of each
governmental or regulatory authority, required by law to
the issuance of the shares in the new form, and an opinion
of counsel that the order or consent of no other
government or regulatory authority is required.
D. Specimens of the new certificates in the form approved by
the Board of Trustees of Fund, with a certificate of the
Secretary of Fund as to such approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of Fund
in the new form under the Securities Act of 1933,
and any other applicable federal or state laws.
(2) To the effect that the issued shares in the new
form are, and all unissued shares will be when
issued, validly issued, fully paid and
non-assessable.
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10. Share Certificates.
Fund will furnish IFTC with a sufficient supply of blank share
certificates and from time to time will renew such supply upon
the request of IFTC. Such certificates will be signed manually or
by facsimile signatures of the officers of Fund authorized by law
and Fund's Bylaws to sign share certificates, and if required,
will bear the trust seal or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer.
Fund will file promptly with IFTC written notice of any change in
the officers authorized to sign share certificates, written
instructions or requests, together with two signature cards
bearing the specimen signature of each newly authorized officer,
all as certified by an appropriate officer of the Fund. In case
any officer of Fund who will have signed manually or whose
facsimile signature will have been affixed to blank share
certificates will die, resign, or be removed prior to the
issuance of such certificates, IFTC may issue or register such
share certificates as the share certificates of Fund
notwithstanding such death, resignation, or removal, until
specifically directed to the contrary by Fund in writing. In the
absence of such direction, Fund will file promptly with IFTC such
approval, adoption, or ratification as may be required by law.
12. Future Amendments of Agreement and Declaration of Trust and
Bylaws.
Fund will promptly file with IFTC copies of all material
amendments to its Agreement and Declaration of Trust and Bylaws
and Registration Statement made after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
At any time IFTC may apply to any officer of Fund for
instructions, and may consult with legal counsel for Fund at the
expense of Fund, or with its own legal counsel at its own
expense, with respect to any matter arising in connection with
the agency; and it will not be liable for any action taken or
omitted by it in good faith in reliance upon such instructions or
upon the opinion of such counsel. IFTC is authorized to act on
the orders, directions or instructions of such persons as the
Board of Trustees of Fund shall from time to time designate by
resolution. IFTC will be protected in acting upon any paper or
document, including any orders, directions or instructions,
reasonably believed by it to be genuine and to have been signed
by the proper person or persons; and IFTC will not be held to
have notice of any change of authority of any person so
authorized by Fund until receipt of written notice thereof from
Fund. IFTC will also be protected in recognizing share
certificates that it reasonably believes to bear the proper
manual or facsimile signatures of the officers of Fund, and the
proper countersignature of
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any former Transfer Agent or Registrar, or of a Co-Transfer Agent
or Co-Registrar.
14. Papers Subject to Approval of Counsel.
The acceptance by IFTC of its appointment as Transfer Agent and
Dividend Disbursing Agent, and all documents filed in connection
with such appointment and thereafter in connection with the
agencies, will be subject to the approval of legal counsel for
IFTC, which approval will not be unreasonably withheld.
15. Certification of Documents.
The required copy of the Agreement and Declaration of Trust of
Fund and copies of all amendments thereto will be certified by
the appropriate official of The Commonwealth of Massachusetts;
and if such Agreement and Declaration of Trust and amendments are
required by law to be also filed with a county, city or other
officer of official body, a certificate of such filing will
appear on the certified copy submitted to IFTC. A copy of the
order to consent of each governmental or regulatory authority
required by law to the issuance of Fund shares will be certified
by the Secretary or Clerk of such governmental or regulatory
authority, under proper seal of such authority. The copy of the
Bylaws and copies of all amendments thereto and copies of
resolutions of the resolutions of the Board of Trustees of Fund
will be certified by the Secretary or an Assistant Secretary of
Fund.
16. Records.
IFTC will maintain customary records in connection with its
agency, and particularly will maintain those records required to
be maintained pursuant to sub-paragraph (2)(iv) of paragraph (b)
of Rule 31a-1 under the Investment Company Act of 1940, if any.
17. Disposition of Books, Records and Cancelled Certificates.
IFTC will send periodically to Fund, or to where designated by
the Secretary or an Assistant Secretary of Fund, all books,
documents, and all records no longer deemed needed for current
purposes and share certificates which have been cancelled in
transfer or in exchange, upon the understanding that such books,
documents, records, and share certificates will not destroyed by
Fund without the consent of IFTC (which consent will not be
unreasonably withheld), but will be safely stored for possible
future reference.
18. Provisions Relating to IFTC as Transfer Agent.
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A. IFTC will make original issues of share certificates upon
written request of an officer of Fund and upon being
furnished with a certified copy of a resolution of the
Board of Trustees authorizing such original issue, an
opinion of counsel as outlined in paragraphs 1.G or 9.E of
this Agreement, the certificates required by Section 10 of
this Agreement and any other documents required by Section
1 or 9 of this Agreement.
B. Before making any original issue of certificates, Fund
will furnish IFTC with sufficient funds to pay any taxes
required on the original issue of the shares. Fund will
furnish IFTC such evidence as may be required by IFTC to
show the actual value of the shares. If no taxes are
payable, IFTC will upon request be furnished with an
opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates issued in
transfer upon surrender of the old certificates in form
deemed by IFTC properly endorsed for transfer accompanied
by such documents as IFTC may deem necessary to evidence
that authority of the person making the transfer, and
bearing satisfactory evidence of the payment of any
applicable share transfer taxes. IFTC reserves the right
to refuse to transfer until it is satisfied that the
endorsement or signature on the certificate or any other
document is valid and genuine, and for that purpose it may
require a guarantee of signature by a firm having
membership in the New York Stock Exchange, Midwest Stock
Exchange, American Stock Exchange Securities Corporation,
Pacific Coast Stock Exchange, or any other exchange
acceptable to Fund or by a bank or trust company approved
by it. IFTC also reserves the right to refuse to transfer
shares until it is satisfied that the requested transfer
is legally authorized, and it will incur no liability for
the refusal in good faith to make transfers which, in its
judgment, are improper or unauthorized, or otherwise not
rightful. IFTC may, in effecting transfers, rely upon
Simplification Acts or other statutes which protect it and
Fund in not requiring complete fiduciary documentation.
D. When mail is used for delivery of share certificates, IFTC
will forward share certificates in "nonnegotiable" form as
provided by Fund by first class mail, all such mail
deliveries to be covered while in transit to the addressee
by insurance arranged for by IFTC.
E. IFTC will issue and mail subscription warrants and
certificates provided by Fund and representing share
dividends, exchanges or split-ups, or act as Conversion
Agent upon receiving written instructions from any officer
of Fund and such other documents as IFTC deems necessary.
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F. IFTC will issue, transfer, and split-up certificates upon
receiving written instructions from an officer of Fund and
such other documents as IFTC may deem necessary.
G. IFTC may issue new certificates in place of certificates
represented to have been lost, destroyed, stolen or
otherwise wrongfully taken, upon receiving indemnity
satisfactory to IFTC, and may issue new certificates in
exchange for, and upon surrender of, mutilated
certificates. Any such issuance shall be in accordance
with the provisions of law governing such matter and any
procedures adopted by the Board of Trustees of the Fund of
which IFTC has notice.
H. IFTC will supply a shareholder's list to Fund properly
certified by an officer of IFTC for any shareholder
meeting upon receiving a request from an officer of Fund.
It will also supply lists at such other times as may be
requested by an officer of Fund.
I. Upon receipt of written instructions of an officer of
Fund, IFTC will address and mail notices to shareholders.
J. In case of any request or demand for the inspection of the
share books of Fund or any other books of Fund in the
possession of IFTC, IFTC will endeavor to notify Fund and
to secure instructions as to permitting or refusing such
inspection. IFTC reserves the right, however, to exhibit
the share books or other books to any person in case it is
advised by its counsel that it may be held responsible for
the failure to exhibit the share books or other books to
such person.
19. Provisions Relating to Dividend Disbursing Agency.
A. IFTC will, at the expense of Fund, provide a special form
of check containing the imprint of any device or other
matter desired by Fund. Said checks must, however, be of a
form and size convenient for use by IFTC.
B. If Fund wants to include additional printed matter,
financial statements, etc., with the dividend checks, the
same will be furnished IFTC within a reasonable time prior
to the date of mailing of the dividend checks, at the
expense of Fund.
C. If Fund wants its distributions mailed in any special form
of envelopes, sufficient supply of the same will be
furnished to IFTC but the size and form of said envelopes
will be subject to the approval of IFTC. If stamped
envelopes are used, they must be furnished by Fund; or, if
postage stamps
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are to be affixed to the envelopes, the stamps or the cash
necessary for such stamps must be furnished by Fund.
D. IFTC will maintain one or more deposit accounts as Agent
for Fund, into which the funds for payment of dividends,
distributions or other disbursements provided for
hereunder will be deposited, and against which checks will
be drawn.
20. Termination of Agreement.
A. This Agreement may be terminated by either party upon
receipt of sixty (60) days written notice form the other
party.
B. Fund, in addition to any other rights and remedies, shall
have the right to terminate this Agreement forthwith upon
the occurrence at any time of any of the following events:
(1) Any interruption or cessation of operations by
IFTC or its assigns which materially interferes
with the business operation of Fund.
(2) The bankruptcy of IFTC or its assigns or the
appointment of a receiver for IFTC or its assigns.
(3) Any merger, consolidation or sale of substantially
all the assets of IFTC or its assigns.
(4) The acquisition of a controlling interest in IFTC
or its assigns, by any broker, dealer, investment
adviser or investment company except as may
presently exist.
(5) Failure by IFTC or its assigns to perform its
duties in accordance with the Agreement, which
failure materially adversely affects the business
operations of Fund and which failure continues for
thirty (30) days after receipt of written notice
from Fund.
(6) The registration of IFTC or its assigns as a
transfer agent under the Securities Exchange Act
of 1934 is revoked, terminated or suspended for
any reason.
C. In the event of termination, Fund will promptly pay IFTC
all amounts due to IFTC hereunder. Upon termination of
this Agreement, IFTC shall deliver all shareholder and
account records pertaining to Fund either to Fund or as
directed in writing by Fund.
21. Assignment.
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A. Except for the assignment of responsibilities pursuant to
the Services Agreement ("Services Agreement") between IFTC
and Xxxxxx Service Company ("KSVC"), which Fund has
approved, neither this Agreement nor any rights or
obligations hereunder may be assigned by IFTC without the
written consent of Fund; provided, however, no assignment
will relieve IFTC of any of its obligations hereunder.
B. This Agreement including, without limitation, the
provisions of Section 7 will inure to the benefit of and
be binding upon the parties and their respective
successors and assigns including KSVC pursuant to the
aforesaid Services Agreement.
C. KSVC is authorized to use the system services of DST
Systems, Inc.
22. Confidentiality.
A. Except as provided in the last sentence of Section 18.J
hereof, or as otherwise required by law, IFTC will keep
confidential all records of and information in its
possession relating to Fund or its shareholders or
shareholder accounts and will not disclose the same to any
person except at the request or with the consent of Fund.
B. Except as otherwise required by law, Fund will keep
confidential all financial statements and other financial
records (other than statements and records relating solely
to Fund's business dealings with IFTC) and all manuals,
systems and other technical information and data, not
publicly disclosed, relating to IFTC's operations and
programs furnished to it by IFTC pursuant to this
Agreement and will not disclose the same to any person
except at the request or with the consent of IFTC.
Notwithstanding anything to the contrary in this Section
22.B, if an attempt is made pursuant to subpoena or other
legal process to require Fund to disclose or produce any
of the aforementioned manuals, systems or other technical
information and data, the Fund shall give IFTC prompt
notice thereof prior to disclosure or production so that
IFTC may, at its expense, resist such attempt.
23. Survival of Representations and Warranties.
A. All representations and warranties by either party herein
contained will survive the execution and delivery of this
Agreement.
24. Miscellaneous.
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A. This Agreement is executed and delivered in the State of
Illinois and shall be governed by the laws of said state
(except as to paragraph 24.G hereof which shall be
governed by the laws of The Commonwealth of
Massachusetts).
B. No provisions of the Agreement may be amended or modified,
in any manner except by a written agreement properly
authorized and executed by both parties hereto.
C. 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.
D. This Agreement shall become effective as of the date
hereof.
E. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an
original but all of which together shall constitute one
and the same instrument.
F. If any part, term or provision of this Agreement is held
by the courts held to be illegal, in conflict with any law
or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or
invalid.
G. All parties hereto are expressly put on notice of the
Fund's Agreement and Declaration of Trust which is on file
with the Secretary of The Commonwealth of Massachusetts,
and the limitation of shareholder and trustee liability
contained therein. This Agreement has been executed by and
on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations
of the Fund hereunder are not binding upon any of the
Trustees, officers or shareholders of the Fund
individually but are binding upon only the assets and
property of the Fund. With respect to any claim by IFTC
for recovery of that portion of the compensation and
expenses (or any other liability of the Fund arising
hereunder) allocated to a particular Portfolio, whether in
accordance with the express terms hereof or otherwise,
IFTC shall have recourse solely against the assets of that
Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such
purpose.
H. This Agreement, together with the Fee Schedule, is the
entire contract between the parties relating to the
subject matter hereof and supersedes all prior agreements
between the parties.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized officer.
XXXXXX HIGH INCOME TRUST
By:
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Title:
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ATTEST:
By:
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Title:
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INVESTORS FIDUCIARY TRUST COMPANY
By:
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Title:
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ATTEST:
By:
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Title:
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EXHIBIT A
FEE SCHEDULE
Agency Function Fee Payable by Fund
1. Maintenance of open shareholder account. $7.50 per year per account
2. Maintenance of closed shareholder account. $2.50 per year per account
3. Transaction Fee: Certificate Processing. $1.50 per certificate
The out-of-pocket expenses of IFTC will be reimbursed by the Fund in accordance
with the provisions of paragraph 5.A of the Agency Agreement. All fees will be
subject to offset by earning allowances under the Custody Agreement between the
Fund and IFTC.
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EXHIBIT B
IFTC INSURANCE COVERAGE
DESCRIPTION OF POLICY:
BROKERS BLANKET BOND, STANDARD FORM 14
Covering losses caused by dishonesty of employees, physical loss
of securities on or outside of premises while in possession of
authorized person, loss caused by forgery or alteration of checks
or similar instruments.
ERRORS AND OMISSIONS INSURANCE
Covering replacement of destroyed records and computer errors and
omissions.
SPECIAL FORGERY BOND
Covering losses through forgery or alteration of checks or drafts
of customers processed by insured but drawn on or against them.
MAIL INSURANCE (APPLIES TO ALL FULL SERVICE OPERATIONS)
Provides indemnity for the following types of securities lost in
the mails:
Non-negotiable securities mailed to domestic locations via
registered mail.
Non-negotiable securities mailed to domestic locations via
first-class or certified mail.
Non-negotiable securities mailed to foreign locations via
registered mail.
Negotiable securities mailed to all locations via registered
mail.
