FINANCIAL INSTITUTION SERVICE AGREEMENT
Between: [ ] and
XXXXXX RETAIL MANAGEMENT
General Distributor of
The Xxxxxx Family of Mutual Funds
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
We are pleased to inform you that, pursuant to the terms of this Financial
Institution Service Agreement, we are authorized to pay you service fees in
connection with the accounts of your customers that hold shares of certain
Xxxxxx funds listed in Schedule 1 that have adopted distribution plans
pursuant to Rule 12b-1 (the "12b-1 Funds"). Payment of the service fees is
subject to your initial and continuing satisfaction of the following terms
and conditions which may be revised by us from time to time:
1. Qualification Requirements
(a) You have entered into a Financial Institution Sales Contract with us
with respect to the Xxxxxx Family of Mutual Funds (the "Xxxxxx Funds"),
whose shares you have agreed to make available to your customers on an
agency basis.
(b) You are the financial institution of record for accounts in Xxxxxx Funds
having an aggregate average net asset value of at least the minimum amount
set forth in Schedule 2 (Financial Institution Requirements) during the
period for which a service fee is to be paid. Xxxxxx Fund accounts are
accounts in any open-end Xxxxxx Fund but excluding any accounts for your
organization's own retirement plans.
(c) One or more of your current employees must be the designated registered
representative(s) in the case of a bank affiliated dealer, or agent
representative(s) in the case of a bank (both referred to as
"representatives"), on accounts in Xxxxxx Funds having an aggregate average
net asset value of at least the minimum amount set forth in Schedule 2
(Representative Requirements) during the period for which a service fee is to
be paid.
(d) You will provide the following information and agree that we will be
entitled to rely on the accuracy of such information in updating our
records for determining the levels of service fees payable to you under
the terms of this Agreement. You understand that such payments will be
based solely on Xxxxxx'x records:
For each Xxxxxx Fund account registered in the name of one of your
customers, you will advise us, preferably by electronic means, before the
end of the second month in each calendar quarter, of the representative's
name, identification number, branch number, and telephone number.
2. Service Fees
(a) If you meet the qualification requirements set forth above in Paragraph 1,
you will be paid, at the end of each calendar quarter, a service fee on assets
of your customers in the 12b-1 Funds for which you are the financial
institution of record and which are serviced by a representative of your
organization meeting the Representative Requirements, if any at the annual
rates specified (excluding any accounts for your organization's own retirement
plans), provided that you have evaluated such service fees and have concluded
that it is consistent with applicable laws, rules, regulations and regulatory
interpretations for you to receive such service fees.
(b) You understand and agree that:
(i) all service fee payments are subject to the limitations contained in
each 12b-1 Fund's Distribution Plan, which may be varied or discontinued
at any time;
(ii) you shall waive the right to receive service fee payments to the
extent any 12b-1 Fund fails to make payments to us under its
distribution plan with us;
(iii) your failure to provide the services described in Paragraph 4
below as may be amended by us from time to time, or otherwise comply
with the terms of this Agreement, will render you ineligible to receive
service fees; and
(iv) failure of an assigned representative to provide services required
by this Agreement will render that representative's accounts ineligible
as accounts on which service fees are paid.
3. Payments and Communications to Representatives
(a) Where consistent with applicable laws, rules, regulations and regulatory
interpretations, you will pass through to your representatives a significant
share of the service fees paid to you pursuant to this Agreement, or you will
otherwise use the payments of service fees to advance the objective of
providing and improving service to shareholders of the Xxxxxx Funds in a
manner specifically approved by Xxxxxx Mutual Funds (for example, via training
courses for representatives or shareholder seminars).
(b) You will assist us in distributing to your representatives periodic
statements which we will have prepared showing the aggregate average net
asset value of shares in Xxxxxx Funds with which they are credited on
our records.
4. Required Services
(a) You will assign one of your representatives to each Xxxxxx Fund
account on your records and reassign the Xxxxxx Fund account should that
representative leave your organization.
(b) You and your representatives will assist us and our affiliates in
providing the following services to shareholders of the Xxxxxx Funds:
(i) Maintain regular contact with shareholders in assigned accounts and
assist in answering inquiries concerning the Xxxxxx Funds.
(ii) Assist in distributing sales and service literature provided by us,
particularly to the beneficial owners of accounts registered in your
name (nominee name accounts).
(iii) Assist us and our affiliates in the establishment and maintenance
of shareholder accounts and records.
(iv) Assist shareholders in effecting administrative changes, such as
changing dividend options, account designations, address, automatic
investment programs or systematic investment plans.
(v) Assist in processing purchase and redemption transactions.
(vi) Provide any other information or services as the customer or we may
reasonably request.
(c) You will grant reasonable requests for visits to your offices by our
wholesalers and include all Xxxxxx Funds on your menu or list of
investments made available by you to your customers.
(d) Your compliance with the service requirements set forth in this
Agreement will be evaluated by us from time to time by surveying
shareholder satisfaction with service, by monitoring redemption levels
of shareholder accounts assigned to you and by such other methods as we
deem appropriate.
(e) The provisions of this Paragraph 4 may be amended by us from time to
time upon notice to you.
5. Amendment
This Agreement, including any Schedule hereto, shall be deemed amended
as provided in any written notice delivered by us to you.
6. Effective Period and Termination
The provisions of this Agreement shall remain in effect for one year from the
date of its execution or adoption and thereafter for successive annual periods
only so long as such continuance is specifically approved at least annually by
the Trustees of each of the 12b-1 Funds in conformity with Rule 12b-1 under
the Investment Company Act of 1940 (the "1940 Act"). This Agreement shall
automatically terminate in the event of its assignment (as defined by the 1940
Act). In addition, this Agreement may be terminated at any time, without the
payment of any penalty, by either party upon written notice to the other
party, or, as provided in Rule 12b-1 under the 1940 Act, by the Trustees of
any 12b-1 Fund or by the vote of the holders of the outstanding voting
securities of any 12b-1 Fund.
7. Written Reports
Xxxxxx Retail Management shall provide the Trustees of each of the 12b-1
Funds, and such Trustees shall review at least quarterly, a written report of
the amounts paid to you under this Agreement and the purposes for which such
expenditures were made.
8. Compliance with Laws
With respect to the receipt of service fees under the terms of this Agreement,
you will comply with all applicable federal and state laws and rules, and all
applicable regulations and interpretations of regulatory agencies or
authorities, which may affect your business practices, including any
requirement of written authorization or consent by your customers to your
receipt of service fees, and any requirement to provide disclosure to your
customers of such service fees.
9. Miscellaneous
(a) All communications mailed to us should be sent to the address listed
below. Any notice to you shall be duly given if mailed or delivered to
you at the address specified by you below.
(b) The provisions of this Agreement shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts.
Very truly yours,
XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP
By: -----------------------------
Xxxxxxx X. Xxxxxxxx
President
We accept and agree to the foregoing Agreement as of the date set forth below.
Financial Institution: -----------------------------
By: -----------------------------
Authorized Signature, Title
-----------------------------
-----------------------------
Address
Dated: -----------------------------
Please return the signed Xxxxxx copy of this Agreement to Xxxxxx Retail
Management, X.X. Xxx 00000, Xxxxxxxxxx, XX 00000-0000
Schedule 1: The 12b-1 Funds
Service fees will be paid on the following Xxxxxx Funds at the rates set
forth in the Prospectus of that Fund:
Putnam American Government Income Fund
Xxxxxx Arizona Tax Exempt Income Fund
Xxxxxx Asset Allocation Funds
-Balanced Portfolio
-Conservative Portfolio
-Growth Portfolio
Xxxxxx California Investment Grade Municipal Trust
Xxxxxx California Tax Exempt Income Fund
Xxxxxx Capital Appreciation Fund
Xxxxxx Classic Equity Fund
Xxxxxx Convertible Income-Growth Trust
Xxxxxx Discovery Growth Fund
Xxxxxx Diversified Income Trust
Xxxxxx Equity Income Fund
Xxxxxx Europe Equity Fund
Xxxxxx Florida Tax Exempt Income Fund
Xxxxxx Funds Trust
-Xxxxxx Floating Rate Income Fund (launch pending)
-Xxxxxx Growth Fund
-Xxxxxx International Fund 2000
-Xxxxxx International Growth and Income Fund
-Xxxxxx Prime Money Market Fund
-Xxxxxx Small Cap Growth Fund
The Xxxxxx Xxxxxx Fund of Boston
Xxxxxx Global Equity Fund
Xxxxxx Global Income Trust
Xxxxxx Global Natural Resources Fund
The Xxxxxx Fund for Growth and Income
Putnam Health Sciences Trust
Putnam High Income Bond Fund
Putnam High Income Opportunities Trust
Xxxxxx High Yield Advantage Fund
Xxxxxx High Yield Municipal Trust
Xxxxxx High Yield Trust
Putnam Income Fund
Putnam Intermediate U.S. Government Income Fund
Xxxxxx International Equity Fund
Xxxxxx Investment Funds
-Putnam Capital Opportunities Fund
-Xxxxxx Growth Opportunities Fund
-Xxxxxx International Blend Fund
-Xxxxxx International New Opportunities Fund
-Xxxxxx International Capital Opportunities Fund
-Xxxxxx Mid Cap Value Fund
-Xxxxxx New Value Fund
-Xxxxxx Research Fund
-Xxxxxx Small Cap Value Fund
Xxxxxx Investment Grade Municipal Trust
Xxxxxx Investors Fund
Xxxxxx Managed High Yield Trust
Xxxxxx Managed Municipal Income Trust
Xxxxxx Massachusetts Tax Exempt Income Fund
Xxxxxx Master Income Trust
Xxxxxx Master Intermediate Income Trust
Xxxxxx Michigan Tax Exempt Income Fund
Xxxxxx Minnesota Tax Exempt Income Fund
Xxxxxx Money Market Fund
Xxxxxx Municipal Bond Fund
Xxxxxx Municipal Income Fund
Xxxxxx Municipal Opportunities Trust
Xxxxxx New Jersey Tax Exempt Income Fund
Xxxxxx New Opportunities Fund
Xxxxxx New York Investment Grade Municipal Trust
Xxxxxx New York Tax Exempt Income Fund
Xxxxxx Ohio Tax Exempt Income Fund
Xxxxxx OTC & Emerging Growth Fund
Xxxxxx Pennsylvania Tax Exempt Income Fund
Xxxxxx Premier Income Trust
Xxxxxx Tax Exempt Income Fund
Xxxxxx Tax Exempt Money Market Fund
Xxxxxx Tax-Free Health Care Fund
Xxxxxx Tax-Free Income Trust
-Xxxxxx Tax-Free High Yield Fund
-Xxxxxx Tax-Free Insured Fund
Xxxxxx Tax Smart Funds Trust
-Xxxxxx Tax Smart Equity Fund
Xxxxxx U.S. Government Income Trust
Xxxxxx Utilities Growth and Income Fund
Putnam Variable Trust
-Putnam VT American Government Income Fund
-Putnam VT Capital Appreciation Fund
-Xxxxxx VT Capital Opportunities Fund
-Xxxxxx VT Discovery Growth Fund
-Xxxxxx VT Diversified Income Fund
-Xxxxxx VT Equity Income Fund
-Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston
-Xxxxxx VT Global Asset Allocation Fund
-Xxxxxx VT Global Equity Fund
-Xxxxxx VT Growth and Income Fund
-Xxxxxx VT Growth Opportunities Fund
-Xxxxxx VT Health Sciences Fund
-Xxxxxx VT High Yield Fund
-Xxxxxx VT Income Fund
-Xxxxxx VT International Equity Fund
-Xxxxxx VT International Growth and Income Fund
-Xxxxxx VT International New Opportunities Fund
-Xxxxxx VT Investors Fund
-Xxxxxx VT Mid Cap Value Fund
-Xxxxxx VT Money Market Fund
-Xxxxxx VT New Opportunities Fund
-Xxxxxx VT New Value Fund
-Xxxxxx VT OTC & Emerging Growth Fund
-Xxxxxx VT Research Fund
-Xxxxxx VT Small Cap Value Fund
-Xxxxxx VT Utilities Growth and Income Fund
-Xxxxxx VT Vista Fund
-Xxxxxx VT Voyager Fund
Xxxxxx Vista Fund
Xxxxxx Voyager Fund
Schedule 2: Minimum Assets
Financial Institution Requirements. The minimum aggregate average net
asset value of all accounts in Xxxxxx Funds specified by Paragraph 1(b)
is $250,000. We will review this requirement prior to the start of each
year and inform you of any changes.
Representative Requirements. With respect to Paragraph 1(c), there is
no minimum asset qualification requirement in the Xxxxxx Funds
applicable to each of your representatives. We will review this
requirement prior to the start of each year and inform you of any
changes. We reserve the right to set a minimum at any time.
