Exhibit 99.(h)(1)
XXXXXX XXXXXXX OPEN-END FUNDS
XXXXXX XXXXXXX TRUST FSB
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of August 1, 1997, and amended on June 22, 1998,
September 1, 2000 and November 1, 2004, by and between each of the Xxxxxx
Xxxxxxx Open-end 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 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and XXXXXX XXXXXXX TRUST FSB ("XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST as its transfer
agent, dividend disbursing agent and shareholder servicing agent and XXXXXX
XXXXXXX 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 XXXXXX XXXXXXX TRUST
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund hereby employs and appoints XXXXXX XXXXXXX TRUST to act as, and XXXXXX
XXXXXXX 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 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 XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST, XXXXXX XXXXXXX 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;
(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. XXXXXX XXXXXXX 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, XXXXXX XXXXXXX 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, XXXXXX XXXXXXX 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), XXXXXX XXXXXXX TRUST shall:
(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
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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 XXXXXX XXXXXXX TRUST in writing those
transactions and assets to be treated as exempt from Blue Sky
reporting for each State; and
(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 XXXXXX XXXXXXX 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 XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST.
(d) XXXXXX XXXXXXX TRUST shall provide such additional services and
functions not specifically described herein as may be mutually agreed
between XXXXXX XXXXXXX TRUST and the Fund. Procedures applicable to such
services may be established from time to time by agreement between the Fund
and XXXXXX XXXXXXX TRUST.
ARTICLE 2 - FEES AND EXPENSES
2.1 For performance by XXXXXX XXXXXXX TRUST pursuant to this Agreement,
each Fund agrees to pay XXXXXX XXXXXXX 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 fee shall be
increased or decreased on August 1st of each year by an amount equal to one-half
(1/2) of the change in the Consumer Price Index-Financial Services (All Urban
Consumers), as published by the Bureau of Labor Statistics of the United States
Department of Labor (or another comparable measure of employee wages and
salaries and employer costs for employee benefits as mutually agreed to by the
Fund and Xxxxxx Xxxxxxx Trust) for the twelve-month period ending on March 31st
of that year and shall be reflected in a revised Schedule A dated as of August 1
of each year; PROVIDED, HOWEVER, that such fee shall not at any time exceed the
average fee published by the then current ICI Transfer
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Agency Fee survey with respect to funds affiliated with a broker-dealer. 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 XXXXXX XXXXXXX TRUST.
2.2 In addition to the fees paid under Section 2.1 above, the Fund agrees
to reimburse XXXXXX XXXXXXX TRUST for out of pocket expenses in connection with
the services rendered by XXXXXX XXXXXXX TRUST hereunder. In addition, any other
expenses incurred by XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST
by the Fund upon request prior to the mailing date of such materials.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF XXXXXX XXXXXXX TRUST
XXXXXX XXXXXXX 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.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to XXXXXX XXXXXXX 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.
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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 XXXXXX XXXXXXX TRUST shall not be responsible for, and the Fund shall
indemnify and hold XXXXXX XXXXXXX TRUST harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST or its agents or
subcontractors of information, records and documents which (i) are received
by XXXXXX XXXXXXX 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 XXXXXX XXXXXXX 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.
5.2 XXXXXX XXXXXXX 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 XXXXXX
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XXXXXXX TRUST as a result of the lack of good faith, negligence or willful
misconduct of XXXXXX XXXXXXX TRUST, its officers, employees or agents.
5.3 At any time, XXXXXX XXXXXXX 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 XXXXXX
XXXXXXX TRUST under this Agreement, and XXXXXX XXXXXXX 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. XXXXXX XXXXXXX 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 XXXXXX XXXXXXX 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. XXXXXX XXXXXXX 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.
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 XXXXXX XXXXXXX TRUST
6.1 The Fund shall promptly furnish to XXXXXX XXXXXXX TRUST the following,
unless previously furnished to Xxxx Xxxxxx Trust Company, the prior transfer
agent of the Fund:
(a) If a corporation:
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(i) A certified copy of the resolution of the Board of Directors
of the Fund authorizing the appointment of XXXXXX XXXXXXX 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 XXXXXX XXXXXXX 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;
(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 XXXXXX XXXXXXX
TRUST deems to be appropriate or necessary for the proper performance of
its duties.
6.2 XXXXXX XXXXXXX TRUST hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of Share
certificates, check forms
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and facsimile signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and devices.
6.3 XXXXXX XXXXXXX 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, XXXXXX XXXXXXX TRUST agrees that all such records prepared or
maintained by XXXXXX XXXXXXX TRUST relating to the services performed by XXXXXX
XXXXXXX 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 XXXXXX XXXXXXX 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
XXXXXX XXXXXXX TRUST and the Fund.
6.5 In case of any request or demands for the inspection of the Shareholder
records of the Fund, XXXXXX XXXXXXX TRUST will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. XXXXXX XXXXXXX 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, as amended and restated, shall remain in full force and
effect until August 1, 2005 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 XXXXXX XXXXXXX 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, XXXXXX XXXXXXX 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
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 XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST; provided,
however, that such person or entity has and maintains the qualifications, if
any, required to perform such obligations and duties, and that XXXXXX XXXXXXX
TRUST 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 XXXXXX XXXXXXX 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 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 XXXXXX XXXXXXX TRUST as
directors, officers, employees, agents and shareholders or otherwise, and that
the directors, officers, employees, agents and shareholders of XXXXXX XXXXXXX
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.
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 Investment Advisors Inc. or any of its
affiliates ("ADDITIONAL FUNDS") desires to retain XXXXXX XXXXXXX TRUST to act as
transfer agent, dividend
9
disbursing agent and/or shareholder servicing agent, and XXXXXX XXXXXXX 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 XXXXXX
XXXXXXX 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 XXXXXX XXXXXXX 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 XXXXXX
XXXXXXX TRUST and the Fund issued by a surety company satisfactory to XXXXXX
XXXXXXX TRUST, except that XXXXXX XXXXXXX TRUST may accept an affidavit of loss
and indemnity agreement executed by the registered holder (or legal
representative) without surety in such form as XXXXXX XXXXXXX TRUST deems
appropriate indemnifying XXXXXX XXXXXXX 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
account of any Shareholder or new investor is returned unpaid for any reason,
XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST may, in its sole
discretion, deem appropriate or as the Fund and, if applicable, the Distributor
may instruct XXXXXX XXXXXXX TRUST.
12.4 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to XXXXXX XXXXXXX 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]
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
TO XXXXXX XXXXXXX TRUST:
Xxxxxx Xxxxxxx Trust FSB
Harborside Financial Xxxxxx
Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
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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.
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 OPEN-END FUNDS
TAXABLE MONEY MARKET FUNDS
1. Active Assets Government Securities Trust
2. Active Assets Institutional Government Securities Trust
3. Active Assets Institutional Money Trust
4. Active Assets Money Trust
5. Xxxxxx Xxxxxxx Liquid Asset Fund Inc.
6. Xxxxxx Xxxxxxx U.S. Government Money Market Trust
TAX-EXEMPT MONEY MARKET FUNDS
7. Active Assets California Tax-Free Trust
8. Active Assets Tax-Free Trust
9. Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
10. Xxxxxx Xxxxxxx New York Municipal Money Market Trust
11. Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
EQUITY FUNDS
12. Xxxxxx Xxxxxxx Aggressive Equity Fund
13. Xxxxxx Xxxxxxx Allocator Fund
14. Xxxxxx Xxxxxxx American Opportunities Fund
15. Xxxxxx Xxxxxxx Biotechnology Fund
16. Xxxxxx Xxxxxxx Capital Opportunities Trust
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17. Xxxxxx Xxxxxxx Developing Growth Securities Trust
18. Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
19. Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund
20. Xxxxxx Xxxxxxx European Growth Fund Inc.
21. Xxxxxx Xxxxxxx Financial Services Trust
22. Xxxxxx Xxxxxxx Fund of Funds
23. Xxxxxx Xxxxxxx Fundamental Value Fund
24. Xxxxxx Xxxxxxx Global Advantage Fund
25. Xxxxxx Xxxxxxx Global Dividend Growth Securities
26. Xxxxxx Xxxxxxx Global Utilities Fund
27. Xxxxxx Xxxxxxx Growth Fund
28. Xxxxxx Xxxxxxx Health Sciences Trust
29. Xxxxxx Xxxxxxx Income Builder Fund
30. Xxxxxx Xxxxxxx Information Fund
31. Xxxxxx Xxxxxxx International Fund
32. Xxxxxx Xxxxxxx International SmallCap Fund
33. Xxxxxx Xxxxxxx International Value Equity Fund
34. Xxxxxx Xxxxxxx Japan Fund
35. Xxxxxx Xxxxxxx KLD Social Index Fund
36. Xxxxxx Xxxxxxx Mid-Cap Value Fund
37. Xxxxxx Xxxxxxx Nasdaq-100 Index Fund
38. Xxxxxx Xxxxxxx Natural Resource Development Securities Inc.
39. Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
40. Xxxxxx Xxxxxxx Real Estate Fund
41. Xxxxxx Xxxxxxx Small-Mid Special Value Fund
42. Xxxxxx Xxxxxxx S&P 500 Index Fund
43. Xxxxxx Xxxxxxx Special Growth Fund
44. Xxxxxx Xxxxxxx Special Value Fund
45. Xxxxxx Xxxxxxx Total Market Index Fund
46. Xxxxxx Xxxxxxx Total Return Trust
47. Xxxxxx Xxxxxxx Utilities Fund
48. Xxxxxx Xxxxxxx Value Fund
BALANCED FUNDS
49. Xxxxxx Xxxxxxx Balanced Growth Fund
50. Xxxxxx Xxxxxxx Balanced Income Fund
ASSET ALLOCATION FUND
51. Xxxxxx Xxxxxxx Strategist Fund
TAXABLE FIXED-INCOME FUNDS
52. Xxxxxx Xxxxxxx Convertible Securities Trust
53. Xxxxxx Xxxxxxx Federal Securities Trust
54. Xxxxxx Xxxxxxx Flexible Income Trust
55. Xxxxxx Xxxxxxx High Yield Securities Inc.
56. Xxxxxx Xxxxxxx Limited Duration Fund
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57. Xxxxxx Xxxxxxx Limited Duration U.S. Treasury Trust
58. Xxxxxx Xxxxxxx Quality Income Trust
59. Xxxxxx Xxxxxxx Total Return Income Securities Fund
60. Xxxxxx Xxxxxxx U.S. Government Securities Trust
TAX-EXEMPT FIXED-INCOME FUNDS
61. Xxxxxx Xxxxxxx California Tax-Free Income Fund
62. Xxxxxx Xxxxxxx Limited Term Municipal Trust
63. Xxxxxx Xxxxxxx New York Tax-Free Income Fund
64. Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
SPECIAL PURPOSE FUNDS
65. Xxxxxx Xxxxxxx Select Dimensions Investment Series
66. Xxxxxx Xxxxxxx Variable Investment Series
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
---------------------
Title: Executive Vice President
------------------------
Attest: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------
Title: Assistant Secretary
-------------------
XXXXXX XXXXXXX TRUST FSB
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxxx X. Xxxxx
---------------------
Title: President
---------
Attest: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------
Title: Assistant Secretary
-------------------
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SCHEDULE A
XXXXXX XXXXXXX TRUST FSB
OPEN-END FUNDS
SHAREHOLDER ACCOUNT MAINTENANCE FEES
RATES PER TRANSFER AGENCY AGREEMENT
AS OF NOVEMBER 1, 2004
Money Market Funds $17.72
- U.S. Government Money Market Trust up to 50,000 $11.23
- U.S. Government Money Market Trust over 50,000 $ 5.87
- AAA Funds $13.26
Open-end Fixed Income Funds $15.57
Open-end Equity Funds $14.95
Special Purpose Funds:
- Select Dimensions Investment Series $500 per annum per account
- Variable Investment Series $500 per annum per account
A fee equal to 1/12 of the fee set forth above, for providing Forms 1099 for
accounts closed during the year, payable following the end of the calendar year
(this does not apply to Select Dimensions Investment Series and Variable
Investment Series). Out-of-pocket expenses in accordance with Section 2.2 of the
Agreement. Fees for additional services not set forth in this Agreement shall be
as negotiated between the parties.
14
EXHIBIT A
Xxxxxx Xxxxxxx Trust FSB
Harborside Financial Xxxxxx
Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Dear Sir or Madam:
The undersigned, Xxxxxx Xxxxxxx Institutional Strategies Fund, a Massachusetts
business trust (the "FUND"), desires to employ and appoint Xxxxxx Xxxxxxx Trust
FSB ("XXXXXX XXXXXXX 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
Xxxxxx Xxxxxxx Trust of fees as set out in the fee schedule attached hereto as
Schedule A, Xxxxxx Xxxxxxx 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.
Please indicate Xxxxxx Xxxxxxx 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,
XXXXXX XXXXXXX INSTITUTIONAL STRATEGIES FUND
By: /s/ Xxxxxx X. Xxxx
--------------------------
Title:
--------------------------
Date:
--------------------------
Accepted and agreed to:
XXXXXX XXXXXXX TRUST FSB
By:
-------------------------
Title:
-------------------------
Date:
-------------------------
15
