SERVICING AGREEMENT
THIS AGENCY AGREEMENT, EFFECTIVE JANUARY 1, 1998, BY AND BETWEEN XXXXXXX
SHAREHOLDER SERVICES, INC., A DELAWARE CORPORATION HAVING ITS PRINCIPAL PLACE OF
BUSINESS IN BETHESDA, MARYLAND ("CSS"), AND REGISTERED INVESTMENT COMPANIES
SPONSORED BY XXXXXXX GROUP, LTD. AND ITS SUBSIDIARIES AND SET FORTH ON SCHEDULE
A ("XXXXXXX GROUP FUNDS" OR "FUNDS"). THE FUNDS HAVE ENTERED INTO A TRANSFER
AGENCY AND SERVICE AGREEMENT WITH THE STATE STREET BANK AND TRUST OF BOSTON,
MASSACHUSETTS ("STATE STREET") ("STATE STREET AGREEMENT").
1. APPOINTMENTS. THE FUNDS HEREBY APPOINTS CSS AS SERVICING AGENT,
AGENT AND SHAREHOLDER SERVICING AGENT FOR THE FUNDS, AND CSS HEREBY ACCEPTS SUCH
APPOINTMENT AND AGREES TO PERFORM THOSE DUTIES IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT.
2. DOCUMENTATION. THE FUNDS WILL FURNISH CSS WITH ALL DOCUMENTS,
CERTIFICATES, CONTRACTS, FORMS, AND OPINIONS WHICH CSS, IN ITS DISCRETION, DEEMS
NECESSARY OR APPROPRIATE IN CONNECTION WITH THE PROPER PERFORMANCE OF ITS DUTIES
UNDER THIS AGREEMENT.
3. SERVICES TO BE PERFORMED. CSS WILL BE RESPONSIBLE FOR TELEPHONE
SERVICING FUNCTIONS, SYSTEM INTERFACE WITH STATE STREET AND OVERSIGHT OF STATE
STREET'S ADMINISTERING AND PERFORMING THEIR DUTIES PURSUANT TO THE STATE STREET
AGREEMENT. THE DETAILS OF THE OPERATING STANDARDS AND PROCEDURES TO BE FOLLOWED
WILL BE DETERMINED FROM TIME TO TIME BY AGREEMENT BETWEEN CSS AND THE FUNDS.
4. RECORDKEEPING AND OTHER INFORMATION. CSS WILL, COMMENCING ON THE
EFFECTIVE DATE OF THIS AGREEMENT, TO THE EXTENT NECESSARY CREATE AND MAINTAIN
ALL NECESSARY SHAREHOLDER ACCOUNTING RECORDS IN ACCORDANCE WITH ALL APPLICABLE
LAWS, RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO RECORDS REQUIRED BY
SECTION 31(A) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940
ACT"), AND THE RULES THEREUNDER, AS AMENDED FROM TIME TO TIME. ALL SUCH RECORDS
WILL BE THE PROPERTY OF THE FUND AND WILL BE AVAILABLE FOR INSPECTION AND USE BY
SUCH FUND.
5. AUDIT, INSPECTION AND VISITATION. CSS WILL MAKE AVAILABLE DURING
REGULAR BUSINESS HOURS ALL RECORDS AND OTHER DATA CREATED AND MAINTAINED
PURSUANT TO THIS AGREEMENT FOR REASONABLE AUDIT AND INSPECTION BY THE SEC, A
FUND OR ANY PERSON RETAINED BY A FUND.
6. COMPENSATION. THE FUNDS WILL COMPENSATE CSS ON A MONTHLY BASIS FOR
THE SERVICES PERFORMED PURSUANT TO THIS AGREEMENT, AT THE RATE OF COMPENSATION
SET FORTH IN SCHEDULE A. OUT OF POCKET EXPENSES INCURRED BY CSS AND NOT
INCLUDED IN SCHEDULE A WILL BE REIMBURSED TO CSS BY THE FUND, AS APPROPRIATE;
SUCH EXPENSES MAY INCLUDE, BUT ARE NOT LIMITED TO, SPECIAL FORMS AND POSTAGE FOR
MAILING THE FORMS. THESE CHARGES WILL BE PAYABLE IN FULL UPON RECEIPT OF A
BILLING INVOICE. IN LIEU OF REIMBURSING CSS FOR THESE EXPENSES, ANY FUND MAY,
IN ITS DISCRETION, DIRECTLY PAY THE EXPENSES.
7. USE OF NAMES. NO FUND WILL NOT USE THE NAME OF CSS IN ANY
PROSPECTUS, SALES LITERATURE OR OTHER MATERIAL RELATING TO THE FUND IN ANY
MANNER WITHOUT PRIOR APPROVAL BY CSS; PROVIDED, HOWEVER, THAT CSS WILL APPROVE
ALL USES OF ITS NAME THAT MERELY REFER IN ACCURATE TERMS TO ITS APPOINTMENT
UNDER THIS AGREEMENT OR THAT ARE REQUIRED BY THE SEC OR A STATE SECURITIES
COMMISSION; AND, PROVIDED, FURTHER, THAT IN NO EVENT WILL APPROVAL BE
UNREASONABLY WITHHELD.
8. SECURITY. CSS REPRESENTS AND WARRANTS THAT, TO THE BEST OF ITS
KNOWLEDGE, THE VARIOUS PROCEDURES AND SYSTEMS THAT CSS PROPOSES TO IMPLEMENT
WITH REGARD TO SAFEGUARDING FROM LOSS OR DAMAGE ATTRIBUTABLE TO FIRE, THEFT OR
ANY OTHER CAUSE (INCLUDING PROVISION FOR TWENTY-FOUR HOUR A DAY RESTRICTED
ACCESS) THE FUND'S, RECORDS AND OTHER DATA AND CSS'S RECORDS, DATA, EQUIPMENT,
FACILITIES AND OTHER PROPERTY USED IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER
THIS AGREEMENT ARE ADEQUATE AND THAT IT WILL IMPLEMENT THEM IN THE MANNER
PROPOSED AND MAKE SUCH CHANGES FROM TIME TO TIME AS IN ITS JUDGMENT ARE REQUIRED
FOR THE SECURE PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT.
9. LIMITATION OF LIABILITY. EACH FUND WILL INDEMNIFY AND HOLD CSS
HARMLESS AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES (INCLUDING
REASONABLE COUNSEL FEES AND EXPENSES) RESULTING FROM ANY CLAIM, DEMAND, ACTION
OR SUIT BROUGHT BY ANY PERSON (INCLUDING A SHAREHOLDER NAMING SUCH FUND AS A
PARTY) OTHER THAN SUCH FUND NOT RESULTING FROM CSS'S BAD FAITH, WILLFUL
MISFEASANCE, RECKLESS DISREGARD OF ITS OBLIGATIONS AND DUTIES, OR NEGLIGENCE
ARISING OUT OF, OR IN CONNECTION WITH, CSS'S PERFORMANCE OF ITS OBLIGATIONS
UNDER THIS AGREEMENT.
TO THE EXTENT CSS HAS NOT ACTED WITH BAD FAITH, WILLFUL MISFEASANCE,
RECKLESS DISREGARD OF ITS OBLIGATIONS AND DUTIES, OR GROSS NEGLIGENCE, EACH FUND
WILL ALSO INDEMNIFY AND HOLD CSS HARMLESS AGAINST ANY LOSSES, CLAIMS, DAMAGES,
LIABILITIES OR EXPENSES (INCLUDING REASONABLE COUNSEL FEES AND EXPENSES)
RESULTING FROM ANY CLAIM, DEMAND, ACTION OR SUIT RESULTING FROM THE NEGLIGENCE
OF SUCH FUND, OR CSS'S ACTING UPON ANY INSTRUCTIONS REASONABLY BELIEVED BY IT TO
HAVE BEEN EXECUTED OR COMMUNICATED BY ANY PERSON DULY AUTHORIZED BY SUCH FUND,
OR AS A RESULT OF CSS'S ACTING IN RELIANCE UPON ADVICE REASONABLY BELIEVED BY
CSS TO HAVE BEEN GIVEN BY COUNSEL FOR THE FUND, OR AS A RESULT OF CSS'S ACTING
IN RELIANCE UPON ANY INSTRUMENT REASONABLY BELIEVED BY IT TO HAVE BEEN GENUINE
AND SIGNED, COUNTERSIGNED OR EXECUTED BY THE PROPER PERSON.
CSS'S LIABILITY FOR ANY AND ALL CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE,
FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS
AGREEMENT, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE DESIGN,
DEVELOPMENT, LEASE, REPAIR, MAINTENANCE, OPERATION OR USE OF DATA PROCESSING
SYSTEMS AND THE MAINTENANCE OF A FUNDS' SHAREHOLDER ACCOUNT RECORDS AS PROVIDED
FOR BY THIS AGREEMENT WILL IN THE AGGREGATE NOT EXCEED THE TOTAL OF CSS'S
COMPENSATION HEREUNDER FOR THE SIX MONTHS IMMEDIATELY PRECEDING THE DISCOVERY OF
THE CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY.
IN NO EVENT WILL CSS BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES (EVEN IF CSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
ARISING FROM THE OBLIGATIONS ASSUMED HEREUNDER AND THE SERVICES PROVIDED FOR BY
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE OF THE
SHAREHOLDER ACCOUNTING SYSTEM, COST OF CAPITAL, COST OF SUBSTITUTE FACILITIES,
PROGRAMS OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF SHAREHOLDERS FOR SUCH DAMAGE.
10. LIMITATION OF LIABILITY OF THE FUND. CSS ACKNOWLEDGES THAT IT
ACCEPTS THE LIMITATIONS UPON THE LIABILITY OF THE FUNDS. CSS AGREES THAT EACH
FUND'S OBLIGATIONS UNDER THIS AGREEMENT IN ANY CASE WILL BE LIMITED TO SUCH FUND
AND TO ITS ASSETS AND THAT CSS WILL NOT SEEK SATISFACTION OF ANY OBLIGATION FROM
THE SHAREHOLDERS OF THE FUND NOR FROM ANY DIRECTOR, TRUSTEE, OFFICER, EMPLOYEE
OR AGENT OF SUCH FUND.
11. FORCE MAJEURE. CSS WILL NOT BE LIABLE FOR DELAYS OR ERRORS
OCCURRING BY REASON OF CIRCUMSTANCES BEYOND ITS CONTROL, INCLUDING BUT NOT
LIMITED TO ACTS OF CIVIL OR MILITARY AUTHORITY, NATIONAL EMERGENCIES, WORK
STOPPAGES, FIRE, FLOOD, CATASTROPHE, ACTS OF GOD, INSURRECTION, WAR, RIOT, OR
FAILURE OF COMMUNICATION OR POWER SUPPLY. IN THE EVENT OF EQUIPMENT BREAKDOWNS
BEYOND ITS CONTROL, CSS WILL TAKE REASONABLE STEPS TO MINIMIZE SERVICE
INTERRUPTIONS BUT WILL HAVE NO LIABILITY WITH RESPECT THERETO.
12. AMENDMENTS. CSS AND EACH FUND WILL REGULARLY CONSULT WITH EACH
OTHER REGARDING CSS'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. ANY
CHANGE IN A FUND'S REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE 1940 ACT OR IN THE FORMS RELATING TO ANY PLAN, PROGRAM OR
SERVICE OFFERED BY THE CURRENT PROSPECTUS WHICH WOULD REQUIRE A CHANGE IN CSS'S
OBLIGATIONS UNDER THIS AGREEMENT WILL BE SUBJECT TO CSS'S APPROVAL, WHICH WILL
NOT BE UNREASONABLY WITHHELD. NEITHER THIS AGREEMENT NOR ANY OF ITS PROVISIONS
MAY BE CHANGED, WAIVED, DISCHARGED, OR TERMINATED ORALLY, BUT ONLY BY WRITTEN
INSTRUMENT WHICH WILL MAKE SPECIFIC REFERENCE TO THIS AGREEMENT AND WHICH WILL
BE SIGNED BY THE PARTY AGAINST WHICH ENFORCEMENT OF SUCH CHANGE, WAIVER,
DISCHARGE OR TERMINATION IS SOUGHT.
13. TERMINATION. THIS AGREEMENT WILL CONTINUE IN EFFECT UNTIL JANUARY
1, 1999, AND THEREAFTER AS THE PARTIES MAY MUTUALLY AGREE; PROVIDED, HOWEVER,
THAT THIS AGREEMENT MAY BE TERMINATED AT ANY TIME BY EITHER PARTY UPON AT LEAST
SIXTY DAYS' PRIOR WRITTEN NOTICE TO THE OTHER PARTY; AND PROVIDED FURTHER THAT
THIS AGREEMENT MAY BE TERMINATED IMMEDIATELY AT ANY TIME FOR CAUSE EITHER BY ANY
FUND OR CSS IN THE EVENT THAT SUCH CAUSE REMAINS UNREMEDIED FOR NO LESS THAN
NINETY DAYS AFTER RECEIPT OF WRITTEN SPECIFICATION OF SUCH CAUSE. ANY SUCH
TERMINATION WILL NOT AFFECT THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
PARAGRAPHS 9 AND 10 HEREOF. IN THE EVENT THAT A FUND DESIGNATES A SUCCESSOR TO
ANY OF CSS'S OBLIGATIONS HEREUNDER, CSS WILL, AT THE EXPENSE AND DIRECTION OF
SUCH FUND, TRANSFER TO SUCH SUCCESSOR ALL RELEVANT BOOKS, RECORDS AND OTHER DATA
OF SUCH FUND ESTABLISHED OR MAINTAINED BY CSS UNDER THIS AGREEMENT.
15. MISCELLANEOUS. EACH PARTY AGREES TO PERFORM SUCH FURTHER ACTS AND
EXECUTE SUCH FURTHER DOCUMENTS AS ARE NECESSARY TO EFFECTUATE THE PURPOSES OF
THIS AGREEMENT. THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF MARYLAND. THE CAPTIONS IN THIS
AGREEMENT ARE INCLUDED FOR CONVENIENCE ONLY AND IN NO WAY DEFINE OR DELIMIT ANY
OF THE PROVISIONS HEREOF OR OTHERWISE AFFECT THEIR CONSTRUCTION OR EFFECT.
IN WITNESS WHEREOF, THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
XXXXXXX GROUP FUNDS
BY:
XXXXXXX SHAREHOLDER SERVICES, INC.
BY:
SERVICING AGREEMENT
SCHEDULE A
FOR ITS SERVICES UNDER THIS SERVICING AGREEMENT, XXXXXXX SHAREHOLDER
SERVICES, INC., IS ENTITLED TO RECEIVE FROM THE XXXXXXX FUNDS (EXCEPT ACACIA
CAPITAL CORPORATION) FEES AS SET FORTH BELOW:
FUND AND PORTFOLIO ANNUAL ACCOUNT FEE*FOOT1 ACCOUNT FEES ARE
CHARGED MONTHLY BASED ON THE HIGHEST NUMBER OF NON-ZERO BALANCE ACCOUNTS
OUTSTANDING DURING THE MONTH. TRANSACTION FEE
FIRST VARIABLE RATE FUND
FIRST VARIABLE RATE FUND (D/B/A XXXXXXX FIRST
GOVERNMENT MONEY MARKET) $11.59 $.84
XXXXXXX TAX-FREE RESERVES
MONEY MARKET 13.35 .97
LIMITED-TERM 3.67 .42
LONG-TERM 2.67 .31
CALIFORNIA MONEY MARKET 12.74 .93
VERMONT MUNICIPAL 3.40 .39
XXXXXXX MUNICIPAL FUND, INC
CALIFORNIA INTERMEDIATE 3.48 .40
NATIONAL INTERMEDIATE 3.31 .38
MARYLAND INTERMEDIATE 4.64 .53
VIRGINIA INTERMEDIATE 3.35 .38
CALVERT CASH RESERVES
INSTITUTIONAL PRIME FUND 11.83 .86
THE XXXXXXX FUND
INCOME 4.22 .48
NEW VISION SMALL CAP 5.90 .67
XXXXXXX SOCIAL INVESTMENT FUND
MONEY MARKET 11.92 .87
BOND 4.85 .55
MANAGED GROWTH 4.63 .53
EQUITY 5.24 .60
MANAGED INDEX 5.24 .60
XXXXXXX WORLD VALUES FUND, INC.
INTERNATIONAL EQUITY 5.36 .61
CAPITAL ACCUMULATION 6.26 .72
XXXXXXX NEW WORLD FUND
NEW AFRICA FUND 3.91 .45
ACACIA CAPITAL CORPORATION FEE IS AS FOLLOW:
.03% (THREE BASIS POINTS) ON THE FIRST $500 MILLION OF AVERAGE NET ASSETS
AND .02% (TWO BASIS POINTS) OVER $500 MILLION OF AVERAGE NET ASSETS, MINUS THE
FEES PAID BY ACACIA CAPITAL CORPORATION TO STATE STREET BANK AND TRUST PURSUANT
TO THE STATE STREET AGREEMENT (EXCEPT FOR OUT OF POCKET EXPENSES).
RESTATED JULY 1998
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