AMENDED AND RESTATED SERVICES AGREEMENT
January 19, 0000
Xxxxx Xxxxxx Bank and Trust Company
Xxxx Xxxxxxx Tower
000 Xxxxxxxxx Xx.
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Ladies and Gentlemen:
Reference is made to (a) the Amended and Restated Services Agreement by and between each entity or series thereof listed on Appendix A thereto and State Street Bank and Trust Company (“State Street”) dated as of September 1, 2010 (the “Services Agreement”), and (b) the Master Custodian Agreement between each investment company listed on Appendix A thereto and State Street dated September 1, 2010 (the “Custodian Agreement”) (collectively, the “Agreements”). Pursuant to the Agreements, this letter (the “Letter”) is to provide written notice of the creation of two new entities, namely eUNITsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside and eUNITsTM 2 Year International Equity Market Participation Trust: Upside to Cap / Buffered Downside (the “New Entities”).
In accordance with the additional funds provision of Section 1 of the Services Agreement and Section 16 of the Custodian Agreement, we request that you confirm that you will render the services described in the Agreements to the New Entities and that Appendix A is deemed to be amended to add the New Entities. In signing below, each of the undersigned hereby confirms, as of the date hereof, their respective representations and warranties set forth in Sections 19 and 24 of the Custodian Agreement and Section A.7 of Appendix B of the Custodian Agreement. The New Entities have been added to the Master Account List of Xxxxx Xxxxx Registered Funds and Other Products, a copy of which is attached hereto.
Please indicate your acceptance of the foregoing by executing two copies of this Letter, returning one to the undersigned and retaining one copy for your records.
| Very truly yours,
eUNITsTM 2 Year U.S. Market Participation Trust: Upside to Cap/Buffered Downside | ||
| By: |
/s/ Xxxxxxx X. Gemma | |
| Name: | Xxxxxxx X. Gemma | |
| Title: |
Secretary | |
| eUNITsTM 2 Year International Equity Market Participation Trust: Upside to Cap / Buffered Downside | ||
| By: |
/s/ Xxxxxxx X. Gemma | |
| Name: | Xxxxxxx X. Gemma | |
| Title: | Secretary | |
| Accepted: STATE STREET BANK AND TRUST COMPANY | ||
| By: |
/s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Executive Vice President | |
AMENDED AND RESTATED SERVICES AGREEMENT
Amended and Restated Services Agreement (the “Agreement”) made as of September 1, 2010 by and between each entity or series thereof listed on Appendix A hereto (each referred to herein as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).
WHEREAS, the Fund and Investors Bank & Trust Company (“IBT”) entered into a Services Agreement for administration services dated August 31, 2005, as amended (the “Services Agreement”);
WHEREAS, IBT merged with and into the Bank effective July 2, 2007, with the result that the Bank now serves as administrator under the Services Agreement;
WHEREAS, the Fund has requested that the Bank amend and restate the Services Agreement and the Bank has agreed to do so, notwithstanding that this Agreement is not identical to the form of administration services agreement customarily entered into by the Bank as administrator, in order that the administration services to be provided to the Fund by the Bank, as successor by merger to IBT, may continue to be provided to the Fund in a predictable manner; and
WHEREAS, the Fund which is a registered investment companies under the Investment Company Act of 1940, as amended (the “1940 Act”), desires to retain the Bank to render certain administrative services to the Fund, and the Bank is willing to render such services described herein pursuant to this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth, it is agreed between the parties hereto as follows:
| 1. | Appointment |
The Fund hereby appoints the Bank to render certain services described herein on the terms set forth in this Agreement. The Bank accepts such appointment and agrees to render the services in accordance with the terms herein. In the event that one or more additional Funds are established that wish to retain the Bank to act as administrator hereunder, such Fund shall notify the Bank in writing. Upon written acceptance by the Bank, such Fund(s) shall become subject to the provisions of this Agreement to the same extent as the existing Funds, except to the extent that such provisions (including those relating to compensation and expenses payable) may be modified with respect to such Fund in writing by the applicable Fund and the Bank at the time of the addition of such Fund.
| 2. | Delivery of Documents |
The Fund will make available to the Bank upon request copies of each of the following:
(a) Its organizational documents and all amendments thereto (the “Charter”);
(b) Its by-laws and all amendments thereto (the “By-Laws”);
(c) Its most recent Registration Statement on Form N-1A or N-2A (the “Registration Statement”) under the Securities Act of 1933 and under the Investment Company Act of 1940, as amended (the “1940 Act”) and all amendments thereto or other registration document, if applicable;
(d) Its most recent prospectus and statement of additional information (the “Prospectus”); and
(e) Such other certificates, documents or opinions as may mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunder.
| 3. | Duties of the Bank |
Subject to the supervision and direction of the Fund, the Bank will perform the services described in Appendix B. The Bank may, from time to time, perform additional duties and functions, which shall be set forth in an amendment to this Agreement.
In performing all services under this Agreement, the Bank shall act in conformity with the Charter and By-Laws and applicable law, as the same may be amended from time to time. Instructions will be provided to the Bank by the Fund’s Treasurer or Assistant Treasurer or by designated employees of the Fund’s investment adviser or administrator, Xxxxx Xxxxx Management (“Xxxxx Xxxxx”) (such instructions, “Proper Instructions”). For funds domiciled outside the United States, the Bank acknowledges that instructions may also be provided by an offshore shareholder servicing agent. Notwithstanding any item discussed herein, the Bank has no discretion over the Fund’s assets or choice of investments and cannot be held liable for any problem relating to such investments.
| 4. | Duties of the Fund |
The Fund agrees to make its legal counsel available to the Bank for instruction with respect to any matter of law arising in connection with the Bank’s duties hereunder at the expense of the Fund, and the Fund further agrees that the Bank shall be entitled to rely on such instruction without further investigation on the part of the Bank.
| 5. | Fees and Expenses |
(a) For the services rendered by the Bank hereunder, the Fund will pay to the Bank such fees at such rate as shall be agreed upon in writing by the parties from time to time. The Fund will also pay or reimburse the Bank from time to time for any necessary and proper disbursements, expenses and charges made or incurred by the Bank in the performance of this Agreement (including any duties listed on any Appendix or Schedule hereto, if any) including any indemnities for any loss, liabilities or expense to the Bank as provided herein. The Bank also will be entitled to reimbursement by the Fund for all reasonable expenses incurred in connection with termination of this Agreement and any conversion or transfer work performed as agreed in writing by the parties in connection therewith;
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(b) Fees and expenses will be calculated and paid monthly;
(c) The Bank shall not be required to pay any expenses incurred by the Fund; and
(d) In the case of the following transactions, not in the ordinary course of business, namely, the merger of the Fund into, or the consolidation of the Fund with, any other investment company or series thereof, the sale the Fund of all, or substantially all, of its assets to another investment company or series thereof, or the liquidation or dissolution of the Fund and distribution of its assets, upon the payment of the fees, disbursements and expenses of the Bank through the then remaining term of this Agreement, the Bank will complete all actions reasonably necessary to implement such merger, consolidation or sale upon receipt of Proper Instructions. Upon completion of such actions and the payment of all such fees, disbursements and expenses of the Bank, this Agreement will terminate with respect to the Fund and the Bank shall be released from any and all obligations hereunder, provided, however, the provisions of Sections 5, 6, 7, 9, 10 and 12 of this Agreement shall continue in force indefinitely.
| 6. | Limitation of Liability |
(a) The Bank, its directors, officers, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof by the Bank or its employees. The Fund will indemnify the Bank, its directors, officers, employees and agents against and hold it and them harmless from any and all losses, claims, damages, liabilities or expenses (including legal fees and expenses) resulting from any claim, demand, action or suit (i) arising out of the actions or omissions of the Fund, including but not limited to, inaccurate Daily Sales Reports and misidentification of Exempt Transactions; (ii) arising out of the offer or sale of any securities of the Fund in violation of (x) any requirement under the federal securities laws or regulations, (y) any requirement under the securities laws or regulations of any state, or (z) any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such securities; or (iii) not resulting from the willful misfeasance, bad faith or negligence of the Bank in the performance of such obligations and duties or by reason of its reckless disregard thereof;
(b) The Bank will indemnify the Fund, its trustees or directors, officers, employees and agents against and hold it and them harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable legal fees and expenses) where such loss, claim, demand, action or suit brought against the Fund arises as a direct result, and to the extent, of the Bank’s failure to exercise the standard of care in Section 6(a) above, and not from the willful misfeasance, bad faith or negligence of the Fund;
(c) Conduct of Claims
(i) In the event of any claim of indemnification, the indemnified party shall give reasonably prompt written notice thereof to the indemnifying party after it receives notice of a claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim.
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(ii) The indemnifying party shall be entitled to direct the defense against a claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any claim or liability without the consent of the indemnified party, provided that the settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing; (ii) does not subject the indemnified party to additional obligation, whether financial or otherwise (other than the payment of damages indemnified hereunder); and (iii) the indemnified party receives five days advance notice of the settlement. In the event that any such settlement does not meet the requirements of (i) and (ii), then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) The Bank may apply to the Fund at any time for instructions and may consult counsel for the Fund, or its own counsel, and with Fund accountants and other Fund experts with respect to any matter arising in connection with its duties hereunder, and the Bank shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. The Bank shall not be liable for any act or omission taken or not taken in reliance upon any Proper Instruction which it reasonably believes to be genuine and to be signed or presented by the proper person or persons. The Bank shall not be held to have notice of any change of authority of any officers, employees, or agents of the Fund until receipt of written notice thereof has been received by the Bank from the Fund;
(e) In the event the Bank is unable to perform, or is delayed in performing its obligations under the terms of this Agreement because of acts of God, strikes, legal constraint, government actions, war, emergency conditions, interruption of electrical power or other utilities, equipment or transmission failure or damage reasonably beyond its control or other causes reasonably beyond its control, the Bank shall not be liable to the Fund for any damages resulting from such failure to perform, delay in performance, or otherwise from such causes;
(f) Notwithstanding anything to the contrary in this Agreement, in no event shall the Bank be liable for special, incidental or consequential damages, even if advised of the possibility of such damages;
(g) The Bank expressly acknowledges the provisions in certain of the Fund’s declarations of trust limiting the personal liability of the trustees, officers, agents and shareholders of the Fund; and the Bank agrees that it shall have recourse only to the assets of the relevant Fund for the
4
payment of claims or obligations as between the Bank and the Fund arising out of this Agreement and the Bank shall not seek satisfaction of any such claim or obligation from the trustees, officers, agents or shareholders of the Fund; and
(h) This Agreement shall constitute a separate agreement between the Fund and the Bank. None of the rights or obligations of the Fund shall inure to the benefit of or be binding upon, as the case may be, any other Fund, and the rights and obligations of the Fund shall be construed in each case as if the Fund and the Bank had entered into this Agreement in a separate written instrument.
| 7. | Termination of Agreement |
(a) The term of this Agreement shall continue through August 31, 2013, provided that either party hereto may terminate this Agreement prior to its expiration in the event the other party violates any material provision of this Agreement, provided that the violating party does not cure such violation within sixty (60) days of receipt of written notice from the non-violating party of such violation and provided further that if it is determined by the non-breaching party that such violation may not be reasonably cured, then such party may terminate this Agreement upon notice in writing to the breaching party that the non-breaching party does not believe that such violation may be cured; and
(b) At any time after the termination of this Agreement, the Fund may, upon written request, have reasonable access to the records of the Bank relating to its performance of its duties hereunder.
| 8. | Miscellaneous |
(a) Any notice or other instrument authorized or required by this Agreement to be given in writing to the Fund or the Bank 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:
Xxxxx Xxxxx Management
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Fund Treasurer
To the Bank:
State Street Bank and Trust Company
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attn: Fund Administration Legal Department
Fax: 000-000-0000
(b) This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party;
(c) This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions;
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(d) This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and which collectively shall be deemed to constitute only one instrument;
(e) The captions of this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect;
(f) The Bank shall act as an independent contractor hereunder, and shall not hold itself out as an agent of the Fund; and
(g) This Agreement may only be amended by a document executed by all effected parties.
| 9. | Confidentiality |
Both parties hereto agree that any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed without the consent of the other party, except as may be required by applicable law or at the request of a governmental agency or self-regulatory organization. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in addition to all other remedies at law or in equity, to an injunction or injunctions without bond or other security to prevent breaches of this provision. In addition, the parties further agree that any Non-Public Personal Information, as defined under section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), disclosed by a party hereunder is for the specific purpose of permitting the other party to perform the services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any Non-Public Personal Information received in connection with this Agreement, to any other party, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the Act.
| 10. | Data Security |
The Bank will implement and maintain a written information security program, in compliance with the laws of The Commonwealth of Massachusetts and any other applicable laws and regulations, that contains appropriate security measures to safeguard the personal information of the Fund’s shareholders, employees, trustees and/or officers that the Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number; or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
If the Bank discovers that unauthorized disclosure of Fund information in the possession of the Bank has occurred which requires notification to the Fund and the affected individuals under applicable law, then the Bank will, as soon as practicable, (i) notify the Fund and the affected individuals of such unauthorized disclosure to the extent required by applicable law, (ii) investigate and address the unauthorized disclosure, and (iii) advise the Fund as to the steps being taken that are reasonably designed
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to prevent future similar unauthorized disclosures. The Bank agrees that this provision shall cover any of its affiliates that obtains access to personal information related to the Fund under this Agreement, and that the Bank will be liable to the Fund for the compliance of such persons with this provision. This provision will survive termination or expiration of the Agreement for so long as the Bank continues to possess or have access to personal information related to the Fund.
| 11. | Use of Name |
The Fund shall not use the name of the Bank or any of its affiliates in any prospectus, sales literature or other material relating to the Fund in a manner not approved by the Bank prior thereto in writing; provided however, that the approval of the Bank shall not be required for any use of its name which merely refers in accurate and factual terms to its appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided further, that in no event shall such approval be unreasonably withheld or delayed.
| 12. | Merger of Agreement |
This Agreement constitutes the entire agreement of the parties hereto and supersedes any prior agreement with respect to any of the subject matter hereof whether oral or written.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered by their duly authorized officers as of the date first above written.
| EACH FUND LISTED ON APPENDIX A | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx Title: Treasurer | ||
| STATE STREET BANK and TRUST COMPANY | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President | ||
0
XXXXXXXX X
XXXXX XXXXXX SERVICES AGREEMENT
The purpose of this List is to establish a listing of investment companies (and series thereof) registered with the Securities and Exchange Commission, and other products and accounts that are managed, sponsored or owned by Xxxxx Xxxxx Corp. and its affiliates (“Xxxxx Xxxxx-sponsored accounts”) to which State Street Bank and Trust Company provides services under the Services Agreement. References in agreements between State Street and Xxxxx Xxxxx-sponsored accounts to the categories of funds and accounts listed below shall be to this list, which shall be updated every month end.
XXXXX XXXXX FUNDS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND SUBSIDIARIES
XXXXX XXXXX GROWTH TRUST
Xxxxx Xxxxx Asian Small Companies Fund
Xxxxx Xxxxx-Atlanta Capital Focused Growth Fund
Xxxxx Xxxxx-Atlanta Capital XXXX-Cap Fund
Xxxxx Xxxxx Global Growth Fund
Xxxxx Xxxxx Greater China Growth Fund
Xxxxx Xxxxx Multi-Cap Growth Fund
Xxxxx Xxxxx Worldwide Health Sciences Fund
XXXXX XXXXX INVESTMENT TRUST
Xxxxx Xxxxx AMT-Free Limited Maturity Municipal Income Fund
Xxxxx Xxxxx California Limited Maturity Municipal Income Fund
Xxxxx Xxxxx Massachusetts Limited Maturity Municipal Income Fund
Xxxxx Xxxxx National Limited Maturity Municipal Income Fund
Xxxxx Xxxxx New Jersey Limited Maturity Municipal Income Fund
Xxxxx Xxxxx New York Limited Maturity Municipal Income Fund
Xxxxx Xxxxx Pennsylvania Limited Maturity Municipal Income Fund
XXXXX XXXXX MUNICIPALS TRUST
Xxxxx Xxxxx Alabama Municipal Income Fund
Xxxxx Xxxxx Arizona Municipal Income Fund
Xxxxx Xxxxx Arkansas Municipal Income Fund
Xxxxx Xxxxx California Municipal Income Fund
Xxxxx Xxxxx Colorado Municipal Income Fund
Xxxxx Xxxxx Connecticut Municipal Income Fund
Xxxxx Xxxxx Georgia Municipal Income Fund
Xxxxx Xxxxx Kentucky Municipal Income Fund
Xxxxx Xxxxx Louisiana Municipal Income Fund
Xxxxx Xxxxx Maryland Municipal Income Fund
Xxxxx Xxxxx Massachusetts Municipal Income Fund
Xxxxx Xxxxx Michigan Municipal Income Fund
Xxxxx Xxxxx Minnesota Municipal Income Fund
Xxxxx Xxxxx Missouri Municipal Income Fund
Xxxxx Xxxxx National Municipal Income Fund
Xxxxx Xxxxx New Jersey Municipal Income Fund
Xxxxx Xxxxx New York Municipal Income Fund
Xxxxx Xxxxx North Carolina Municipal Income Fund
Xxxxx Xxxxx Ohio Municipal Income Fund
Xxxxx Xxxxx Oregon Municipal Income Fund
Xxxxx Xxxxx Pennsylvania Municipal Income Fund
Xxxxx Xxxxx Rhode Island Municipal Income Fund
Xxxxx Xxxxx South Xxxxxxxx Municipal Income Fund
Xxxxx Xxxxx Tennessee Municipal Income Fund
Xxxxx Xxxxx Virginia Municipal Income Fund
XXXXX XXXXX MANAGED INCOME TERM TRUST (registration pending/not currently offered)
2019 Municipals
2029 Municipals
2019 Investment Grade Corporates
2019 Investment Grade Non-Financial Corporates
XXXXX XXXXX MUNICIPALS TRUST II
Xxxxx Xxxxx High Yield Municipal Income Fund
Xxxxx Xxxxx Insured Municipal Income Fund
Xxxxx Xxxxx Kansas Municipal Income Fund
Xxxxx Xxxxx Tax-Advantaged Bond Strategies Intermediate Term Fund
Xxxxx Xxxxx Tax-Advantaged Bond Strategies Long Term Fund
Xxxxx Xxxxx Tax-Advantaged Bond Strategies Short Term Fund
Xxxxx Xxxxx Tax-Advantaged Treasury Linked Strategies Fund (not currently offered)
XXXXX XXXXX MUTUAL FUNDS TRUST
Xxxxx Xxxxx AMT-Free Municipal Income Fund
Xxxxx Xxxxx Build America Bond Fund
Xxxxx Xxxxx Emerging Markets Local Income Fund
Xxxxx Xxxxx Floating-Rate Fund
Xxxxx Xxxxx Floating-Rate & High Income Fund
Xxxxx Xxxxx Floating-Rate Advantage Fund
Xxxxx Xxxxx Global Dividend Income Fund
Xxxxx Xxxxx Global Macro Absolute Return Fund
Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund
Xxxxx Xxxxx Government Obligations Fund
Xxxxx Xxxxx High Income Opportunities Fund
Xxxxx Xxxxx International Equity Fund
Xxxxx Xxxxx International Income Fund
Xxxxx Xxxxx Large-Cap Core Research Fund
Xxxxx Xxxxx Low Duration Fund
Xxxxx Xxxxx Multi-Strategy Absolute Return Fund
Xxxxx Xxxxx Strategic Income Fund
Xxxxx Xxxxx Structured Emerging Markets Fund
Xxxxx Xxxxx Structured International Equity Fund
Xxxxx Xxxxx Tax Free Reserves
Xxxxx Xxxxx Tax-Managed Global Dividend Income Fund
Xxxxx Xxxxx Tax-Managed Equity Asset Allocation Fund
Xxxxx Xxxxx Tax-Managed Growth Fund 1.1
Xxxxx Xxxxx Tax-Managed Growth Fund 1.2
Xxxxx Xxxxx Tax-Managed International Equity Fund
Xxxxx Xxxxx Tax-Managed Mid-Cap Core Fund
Xxxxx Xxxxx Tax-Managed Mid-Cap Core Fund
EatonVance Tax-Managed Multi-Cap Growth Fund
Xxxxx Xxxxx Tax-Managed Small-Cap Fund
Xxxxx Xxxxx Tax-Managed Small-Cap Value Fund
Xxxxx Xxxxx Tax-Managed Value Fund
Xxxxx Xxxxx U.S. Government Money Market Fund
XXXXX XXXXX SERIES TRUST
Xxxxx Xxxxx Tax-Managed Growth Fund 1.0
XXXXX XXXXX SERIES TRUST II
Xxxxx Xxxxx Income Fund of Boston
Xxxxx Xxxxx Tax-Managed Emerging Markets Fund
XXXXX XXXXX SPECIAL INVESTMENT TRUST
Xxxxx Xxxxx Balanced Fund
Xxxxx Xxxxx Commodity Strategy Fund
ii
Xxxxx Xxxxx Dividend Builder Fund
Xxxxx Xxxxx Emerging Markets Fund
Xxxxx Xxxxx Enhanced Equity Option Income Fund
Xxxxx Xxxxx Equity Asset Allocation Fund
Xxxxx Xxxxx Greater India Fund
Xxxxx Xxxxx Investment Grade Income Fund
Xxxxx Xxxxx Large-Cap Growth Fund
Xxxxx Xxxxx Large-Cap Value Fund
Xxxxx Xxxxx Option Absolute Return Fund (to be effective with the SEC 9-20-2010)
XXXXX XXXXX SPECIAL INVESTMENT TRUST (continued)
Xxxxx Xxxxx Real Estate Fund
Xxxxx Xxxxx Risk-Managed Equity Option Income Fund
Xxxxx Xxxxx Short Term Real Return Fund
Xxxxx Xxxxx Small-Cap Fund
Xxxxx Xxxxx Small-Cap Value Fund
Xxxxx Xxxxx Special Equities Fund
Xxxxx Xxxxx Tax-Advantaged Bond Strategies Real Return Fund (not currently offered)
XXXXX XXXXX VARIABLE TRUST
Xxxxx Xxxxx VT Floating-Rate Income Fund
Xxxxx Xxxxx VT Large-Cap Value Fund
Xxxxx Xxxxx VT Worldwide Health Sciences Fund
CLOSED END FUNDS
Xxxxx Xxxxx California Municipal Bond Fund
Xxxxx Xxxxx California Municipal Bond Fund II
Xxxxx Xxxxx California Municipal Income Trust
Xxxxx Xxxxx Enhanced Equity Income Fund
Xxxxx Xxxxx Enhanced Equity Income Fund II
Xxxxx Xxxxx Floating-Rate Income Trust
Xxxxx Xxxxx Limited Duration Income Fund
Xxxxx Xxxxx Massachusetts Municipal Bond Fund
Xxxxx Xxxxx Massachusetts Municipal Income Trust
Xxxxx Xxxxx Michigan Municipal Bond Fund
Xxxxx Xxxxx Michigan Municipal Income Trust
Xxxxx Xxxxx Municipal Bond Fund
Xxxxx Xxxxx Municipal Bond Fund II
Xxxxx Xxxxx Municipal Income Trust
Xxxxx Xxxxx National Municipal Opportunities Trust
Xxxxx Xxxxx New Jersey Municipal Bond Fund
Xxxxx Xxxxx New Jersey Municipal Income Trust
Xxxxx Xxxxx New York Municipal Bond Fund
Xxxxx Xxxxx New York Municipal Bond Fund II
Xxxxx Xxxxx New York Municipal Income Trust
Xxxxx Xxxxx Ohio Municipal Bond Fund
Xxxxx Xxxxx Ohio Municipal Income Trust
Xxxxx Xxxxx Pennsylvania Municipal Bond Fund
Xxxxx Xxxxx Pennsylvania Municipal Income Trust
Xxxxx Xxxxx Risk-Managed Diversified Equity Income Fund
Xxxxx Xxxxx Risk-Managed Equity Income Opportunities Fund (not currently offered)
Xxxxx Xxxxx Senior Floating-Rate Trust
Xxxxx Xxxxx Senior Income Trust
Xxxxx Xxxxx Short Duration Diversified Income Fund
Xxxxx Xxxxx Tax-Advantaged Bond and Option Strategies Fund
Xxxxx Xxxxx Tax-Advantaged Dividend Income Fund
Xxxxx Xxxxx Tax-Advantaged Global Dividend Income Fund
Xxxxx Xxxxx Tax-Advantaged Global Dividend Opportunities Fund
Xxxxx Xxxxx Tax-Managed Buy-Write Income Fund
iii
Xxxxx Xxxxx Tax-Managed Buy-Write Opportunities Fund
Xxxxx Xxxxx Tax-Managed Diversified Equity Income Fund
Xxxxx Xxxxx Tax-Managed Global Buy-Write Opportunities Fund
Xxxxx Xxxxx Tax-Managed Global Diversified Equity Income Fund
PORTFOLIO
Asian Small Companies Portfolio
Boston Income Portfolio
Build America Bond Portfolio
Dividend Builder Portfolio
Emerging Markets Local Income Portfolio
Emerging Markets Portfolio
Floating Rate Portfolio
Focused Growth Portfolio
Global Dividend Income Portfolio (formerly known as Dividend Income Portfolio)
Global Growth Portfolio
Global Macro Portfolio
Global Opportunities Portfolio
Global Macro Absolute Return Advantage Portfolio
Government Obligations Portfolio
Greater China Growth Portfolio
Greater India Portfolio
High Income Opportunities Portfolio
Inflation-Linked Securities Portfolio
International Equity Portfolio
International Income Portfolio
Investment Grade Income Portfolio
Investment Portfolio
Large-Cap Core Research Portfolio
Large-Cap Growth Portfolio
Large-Cap Value Portfolio
Multi-Cap Growth Portfolio
Multi-Sector Portfolio
Multi-Sector Option Strategy Portfolio
Senior Debt Portfolio
Small-Cap Portfolio
XXXX-Cap Portfolio
Special Equities Portfolio
Tax-Managed Growth Portfolio
Tax-Managed International Equity Portfolio
Tax-Managed Mid-Cap Core Portfolio
Tax-Managed Multi-Cap Growth Portfolio
Tax-Managed Small-Cap Portfolio
Tax-Managed Small-Cap Value Portfolio
Tax-Managed Value Portfolio
Worldwide Health Sciences Portfolio
CAYMAN SUBSIDIARIES OF SEC REGISTERED FUNDS
Xxxxx Xxxxx CSF Commodity Subsidiary, Ltd. (subsidiary of Xxxxx Xxxxx Commodity Strategy Fund)
Xxxxx Xxxxx DIF Commodity Subsidiary, Ltd. (subsidiary of Xxxxx Xxxxx Multi-Strategy Absolute Return fund, formerly known as Xxxxx Xxxxx Diversified Income Fund)
Xxxxx Xxxxx EMLIP Commodity Subsidiary, Ltd. (subsidiary of Emerging Markets Local Income Portfolio)
Xxxxx Xxxxx EVG Commodity Subsidiary, Ltd. (subsidiary of Xxxxx Xxxxx Short Duration Diversified Income Fund)
Xxxxx Xxxxx GMAP Commodity Subsidiary, Ltd. (subsidiary of Global Macro Absolute Return Advantage Portfolio)
Xxxxx Xxxxx GMP Commodity Subsidiary, Ltd. (subsidiary of Global Macro Portfolio)
Xxxxx Xxxxx GOP Commodity Subsidiary, Ltd. (subsidiary of Global Opportunities Portfolio)
Xxxxx Xxxxx IIP Commodity Subsidiary, Ltd. (subsidiary of International Income Portfolio)
Xxxxx Xxxxx MSP Commodity Subsidiary, Ltd. (subsidiary of Multi-Sector Portfolio)
Xxxxx Xxxxx SIF Commodity Subsidiary, Ltd. (subsidiary of Xxxxx Xxxxx Strategic Income Fund)
iv
XXXXX XXXXX UNREGISTERED FUNDS
PRIVATE VEHICLES
Xxxxx Xxxxx Cash Collateral Fund, LLC
Xxxxx Xxxxx Cash Reserves Fund, LLC
OFFSHORE FUNDS
Xxxxx Xxxxx International (Cayman Islands) Funds Ltd. (formerly Xxxxx Xxxxx Medallion Funds Ltd.)
Xxxxx Xxxxx International (Cayman Islands) Floating-Rate Income Fund (formerly Xxxxx Xxxxx Medallion Floating-Rate Income Fund)
Xxxxx Xxxxx International (Cayman Islands) Floating-Rate Income Portfolio (formerly Xxxxx Xxxxx Floating-Rate Income Portfolio)
Xxxxx Xxxxx International (Cayman Islands) Strategic Income Fund (formerly Xxxxx Xxxxx Medallion Strategic Income Fund)
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Appendix B
State Street Bank and Trust
Summary of Services
Xxxxx Xxxxx – 1940 Act Funds
| Function | Service | |
| Administration – Financial Reporting Services | ||
| General – Financial Reporting: | ||
| Establish financial statement production calendar. | Prepare financial statement production calendar and coordinate management review of same | |
| Coordinate production calendars with appropriate parties (internal State Street parties and Xxxxx Xxxxx Financial Reporting.) | Coordinate production calendar with State Street Fund Accounting and Tax and Xxxxx Xxxxx. Distribute calendars to appropriate parties for comment. | |
| Financial Statements and Notes: | ||
| Continuously monitor reporting process against the calendar and address potential timing issues with auditors and Xxxxx Xxxxx. | Monitor status of financial statement production. Address any timing issues with Xxxxx Xxxxx. | |
| Review and approve shareholder report format and layout for new funds and provide changes to existing formats and layouts. | Modify report layout and design as directed. Use reasonable commercial efforts to effect any changes requested within thirty days prior to financial reporting period end. | |
| Ensure financial statements are presented in accordance with generally accepted accounting principles (GAAP) and SEC Rules and Regulations (S-X). Financial Statements include statement of assets and liabilities, statements of operations, statement of changes, cash flows, supplementary data and selected per share data and ratios. | Prepare financial statements in accordance with GAAP and SEC Rules and Regulations for investment companies. Coordinate any required tax and expense adjustments. | |
| Function | Service | |
| Review financial statement and footnote disclosures for content and completeness; update for any new FASB, SOP, etc. | Process all changes and comments to the financial statement templates and footnote library. Review prior period financial statements and notes. Discuss any required reporting changes with Xxxxx Xxxxx. | |
| Produce up to four drafts of financial statements for each semi-annual and annual reporting cycle. Distribute financial statement drafts. | Generate financial statements available to Xxxxx Xxxxx via laser printing or electronic mail. Distribute financial statement drafts to appropriate parties. | |
| Process comments/edits to the shareholder report. | Make edits to the financial statement and notes based on comments from relevant parties. Assist in the resolution of audit and reporting issues. | |
| Prepare MD&A, President’s Letter, graphics, charts, cover art work, etc. | N/A. To be coordinated by Xxxxx Xxxxx. | |
| Book final adjustments/closing entries. | Provide Fund Accounting with adjustments. Review posting and closing entries. | |
| Coordinate printing of shareholder reports: | ||
| Coordinate distribution of the clearance draft and facilitate any questions on the SALT (blueline) draft of the shareholder report coordinated by Xxxxx Xxxxx. Xxxxx Xxxxx approves shareholder reports printing. | Transmit shareholder report files to the printer, Xxxxx, for creation of postscript draft. Process all changes and comments to the financial statements with the printer through the clearance draft. | |
| Coordinate mailing of shareholder reports. | N/A. To be coordinated by Xxxxx Xxxxx. | |
| Convert financial statements into appropriate filing format and file with the SEC via Xxxxx on form N-CSR. | Coordinate Xxxxx conversion with printer and filing with the SEC via Xxxxx, including wrappers and certifications provided by Xxxxx Xxxxx. Review printer provided Xxxxx documents to verify inclusion of financial statements for applicable series/class filings. Request Xxxxx to file Form N-CSR with the SEC, upon authorization from Xxxxx Xxxxx. Provide acknowledgement to Xxxxx Xxxxx of filing Form N-CSR with the SEC. | |
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| Function | Service | |
| Portfolio of Investments: |
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| Establish and maintain a security master database with financial statement security descriptions, industry classifications, etc. | Security information will be provided by external data service vendors. Update and edit security library. | |
| Identify/edit portfolio footnote disclosures (non-income producing, fair valued securities, when issued securities, geographic concentration, defaulted securities, segregation assets, off B/S securities, etc.) | Identify non-income producing securities. Provide financial data for footnote disclosures in footnotes and request necessary information provided by Xxxxx Xxxxx. Identify collateral securing futures contracts at period end. | |
| Financial Accounting Standard 157 (Codification ASC Topic 820) reporting services. | In coordination with State Street Fund Accounting, classify the portfolio assets of each Fund and provide the following reports to Xxxxx Xxxxx: Holdings Report; Roll Forward Report; Tracking Report and Exception Report. | |
| Prepare Quarterly N-Q Filing with SEC; produce draft on 1st and 3rd quarters for filing with SEC. | Generate Portfolio of Investment draft. Process draft comments. Request the printer to attach wrappers and certifications to Portfolio and verify inclusion. Request printer to file with SEC upon authorization from Xxxxx Xxxxx. | |
| Administration-Tax Services: | ||
| ROCSOP (Return Of Capital Statement Of Position) Calculations/Financial Statement Tax Disclosures. | Prepare ROCSOP and Financial Statement Tax Disclosures – provide audit firm with the ROCSOP and Disclosures for review, apply any audit comments and provide final numbers to the State Street Financial Reporting manager. | |
| Mixed Straddle Accounts (MSA) for select funds noted on Appendix A. | Prepare a daily MSA calculation and provide EV with the YTD results on the 10th business day of each month as of the prior month end. | |
| Monthly Tax Reporting for select funds noted on Appendix A. | Prepare a monthly tax provision. | |
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| Function | Service | |
| APS Testing | On a daily basis, State Street monitors asset coverage and basic maintenance amount results for compliance with Fund By-laws. Reports are issued weekly to Xxxxx Xxxxx and monthly to the funds’ rating agencies. Xxxxx Xxxxx will notify State Street of any changes to testing criteria, provide data not available to State Street for testing eligibility criteria, review and resolve, as necessary, any potential compliance exceptions identified | |
| 817(h) Testing | At each fiscal quarter end, State Street will test variable trust funds for compliance with tax diversification requirements of section 817(h) of the Internal Revenue Code. Xxxxx Xxxxx will review and resolve, as necessary, any potential compliance exceptions identified. | |
| Annual REIT adjustment for Xxxxx Xxxxx Real Estate Fund. | Calculate and facilitate the booking of REIT adjustment for long-term re-class, return of capital and QDI percentage. Make adjustment to Annual Financial Statement and ensure the tax lot holdings report is adjusted for lot level return of capital. | |
| Administration – Other Treasury Services | ||
| Annual Acquired Fund Fees and Expenses Calculation. | For open-ended funds, State Street calculates acquired fund fees and expenses annually in conjunction with the prospectus updates. Xxxxx Xxxxx reviews and signs-off on the calculations and provides any missing data or methodology decisions to State Street for the calculation. Xxxxx Xxxxx establishes production calendar and identifies funds that have a prospectus update. | |
| Citibank Conduit Credit Agreement Compliance Reporting | State Street monitors the bank borrowing and 1940 Act asset coverage tests for the Xxxxx Xxxxx Limited Duration Income Fund, Xxxxx Xxxxx Senior Income Trust and Senior Debt Portfolio, on a weekly basis and at month end under Citibank Credit Agreements dated April 11, 2008, November 9, 1998 and February 16, 2007, respectively, each as have been and may be amended from time to time. State Street’s monitoring is based upon the pre-programmed asset coverage templates provided by Citibank for the components of the testing. State Street is not performing any monitoring of other credit agreement restrictions. | |
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| State Street Bank and Trust Company Credit Agreement Compliance Reporting |
State Street monitors the bank borrowing base and 1940 Act asset coverage tests for the Xxxxx Xxxxx Short Duration Diversified Income Fund, Xxxxx Xxxxx Senior Floating-Rate Income Trust and Xxxxx Xxxxx Floating Rate Income Trust, on a weekly basis and at month end, under State Street Credit Agreements dated February 9, 2009, March 31, 2009 and March 31, 2009, respectively, each as have been and may be amended from time to time. State Street’s monitoring is based upon Annex 1 to Exhibit D, “Form of Borrowing Base Report” as referenced in each Credit Agreement. State Street is not performing any monitoring of other credit agreement restrictions. |
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