SHAREHOLDER SERVICING AND TRANSFER AGENT AGREEMENT
AGREEMENT made as of the 1st day of September, 1993, by and
between each of the New England Funds listed in Appendix A hereto
(as the same may from time to time be amended to add one or more
additional New England 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 New England
Funds, L.P. (the "Agent").
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, as amended; and
WHEREAS, the Fund desires to engage 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 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, and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, 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. The Agent
may subcontract certain shareholder accounting and administrative
servicing functions to State Street Bank and Trust Company,
pursuant to an agreement substantially in the form attached
hereto as Appendix B, or to such other entity and pursuant to
such agreement as approved by the Fund's Trustees.
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, for 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
shall indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability arising out of or attributable
to any action or failure or omission to act by the Agent as a
result of the Agent's lack of good faith, negligence or willful
misconduct. The Agent will not be liable or responsible for
delays or 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 Secretary, the
President, the Chairman, a 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, the Chairman, a
Senior Vice President, the Treasurer or any other officer of the
Fund authorized by the Fund's Trustees to give such instructions.
If any officer of the Fund shall no longer be vested with
authority to give instructions 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
the Fund shall not be liable to the Agent for any legal or other
expenses incurred after notice from the Fund to the Agent of its
election so to assume the defense thereof. 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. Upon termination
hereof, the Fund shall pay the Agent such compensation as may be
due to the Agent as of the date of such termination.
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 in 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.
NEW ENGLAND FUNDS
By_______________________________________
Xxxxx X.X. Xxxxxxxxx
President
NEW ENGLAND FUNDS, L.P.
By_______________________________________
Xxxxx X. Xxxxx
Executive Vice President
Appendix A
New England Funds
New England Growth Fund
New England International Equity Fund
New England Capital Growth Fund
New England Value Fund
New England Growth Opportunities Fund
New England Balanced Fund
New England Star Advisers Fund
Growth Fund of Israel
New England Star Worldwide Fund
New England Equity Income Fund
New England High Income Fund
New England Government Securities Fund
New England Bond Income Fund
New England Limited Term U.S. Government
Fund
New England Adjustable Rate U.S.
Government Fund
New England Strategic Income Fund
New England Tax Exempt Income Fund
New England Massachusetts Tax Free Income
Fund
New England Intermediate Term Tax Free Fund of
California
New England Intermediate Term Tax Free Fund of
New York
New England Cash Management Trust
Money Market Series
U.S. Government Series
New England Tax Exempt Money Market Trust
