AMENDMENT To Transfer Agency and Service Agreement Between Morgan Stanley Mutual Funds And DST Asset Manager Solutions, Inc.
Exhibit (h)(12)
AMENDMENT
To Transfer Agency and Service Agreement
Between
Xxxxxx Xxxxxxx Mutual Funds
And
DST Asset Manager Solutions, Inc.
This amendment, made as of this 28th day of November, 2022, effective as of November 28, 2022, (the “Amendment”) amends the Transfer Agency and Service Agreement dated April 1, 2013, and effective July 1, 2013, (the “Agreement”) between DST Asset Manager Solutions, Inc. (formerly, Boston Financial Data Services, Inc.) and each of the entities, individually and not jointly, as listed on Schedule A to the Agreement (as amended, supplemented or otherwise modified). In accordance with Section 16.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.
NOW THEREFORE, the parties agree as follows:
| 1. | The fourth and fifth “WHEREAS” clauses are deleted in their entirety and replaced with the following language: |
“WHEREAS, each Fund, on behalf of itself and, where applicable, its Portfolios, desires to appoint the Transfer Agent, as its transfer agent, dividend disbursing agent and in connection with certain other activities, and the Transfer Agent desires to accept such appointment;
WHEREAS, each of the Xxxxxx Xxxxxxx Institutional Liquidity Funds (as identified in Annex 1.1), each a series of the Funds, on behalf of itself and, where applicable, its Portfolios, also desires to appoint Xxxxxx Xxxxxxx Services Company, Inc., (“MSSCI”) (the “Limited Co-Transfer Agent”), a transfer agent registered pursuant to Section 17A of the Securities Exchange Act of 1934 (“Exchange Act”), for certain purposes set forth below, which shall be in addition to, or in lieu of, the services provided by the Transfer Agent to such Funds; and
WHEREAS, each of the Funds identified in Annex 1.2, each a series of the Funds, on behalf of itself and, where applicable, its Portfolios, also desires to appoint Xxxxx Xxxxx Management, (“EVM”) (the “Co-Transfer Agent”), a transfer agent registered pursuant to Section 17A of the Exchange Act, for certain purposes set forth below, which shall be in addition to, or in lieu of, the services provided by the Transfer Agent to such Funds.”
| 2. | Section 1.1 is amended to add Annex 1.2, attached and incorporated herein. |
| 3. | Paragraph 1.1(e) is amended as follows: |
In respect to items (b) through (d) above, Transfer Agent may execute transactions directly with broker-dealers authorized by the Fund; and, subject to Annex 1.1 and Annex 1.2, with respect to items (b), (c), (d), (f) and (g) Transfer Agent may process (i) transactions of Liquidity Fund Direct Investors on behalf of the Liquidity Funds in reliance on transaction information recorded in the TA2000 System (as defined below) by the Limited Co-Transfer Agent and (ii) transactions of Non-Liquidity Fund Direct Investors no behalf of the Non-Liquidity Funds in reliance on transaction information recorded in the TA2000 System by the Co-Transfer Agent. Transfer Agent shall provide all additional services with respect to the Liquidity Funds and Non-Liquidity Funds and the Liquidity Fund Direct Investors and Non-Liquidity Fund Direct Investors under the terms of this Agreement, except as specifically provided herein.
| 4. | Paragraph 1.1(w) is amended as follows: |
Call Center Services. Except with respect to existing and prospective Liquidity Fund Direct Investors, as such term is defined in Annex 1.1, and Non-Liquidity Fund Direct Investors, as such term is defined in Annex 1.2, the Transfer Agent shall upon request of the Fund, answer telephone inquiries from 8:00 a.m. to 6:00 p.m., Eastern Time, each day on which the New York Stock Exchange is open for trading. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the telephone scripts provided by the Fund to the Transfer Agent, such inquiries may include, but are not limited to, requests for information on account set-up and maintenance, general questions regarding the operation of the Fund, general account information including dates of purchases, redemptions, exchanges and account balances, requests for account access instructions and literature requests.
| 5. | Schedule 3.1 (Fees and Expenses). Schedule 3.1 (“Fees and Expenses”) to the Agreement shall be replaced and superseded with the Schedule 3.1 attached hereto, dated November 28, 2022; |
| 6. | All defined terms in the Agreement shall be the same in this amendment (the “Amendment”) except as specifically revised by this Amendment. |
| 7. | Except as specifically set forth in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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.
| EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A | DST Asset Manager Solutions, Inc. | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: | |||
As an authorized Office on behalf of each of the Fund on Schedule A
ANNEX 1.2
Non-Liquidity Funds Services
Dated: November 28, 2022
Solely with respect to Xxxxxx Xxxxxxx Institutional Fund Trust (on behalf of each series other than Short Duration Income Portfolio, Ultra-Short Income Portfolio and Ultra-Short Municipal Income Portfolio), Xxxxxx Xxxxxxx Institutional Fund, Inc., Xxxxxx Xxxxxxx Global Fixed Income Opportunities Fund, Xxxxxx Xxxxxxx Mortgage Securities Trust, Xxxxxx Xxxxxxx U.S. Government Securities Trust, Xxxxxx Xxxxxxx Variable Investment Series, Xxxxxx Xxxxxxx Variable Insurance Fund, Inc., Xxxxxx Xxxxxxx Europe Opportunity Fund, Inc., Xxxxxx Xxxxxxx Insight Fund, Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust, Xxxxxx Xxxxxxx Tax-Free Daily Income Trust and Xxxxxx Xxxxxxx U.S. Government Money Market Trust (“Non-Liquidity Funds”), Xxxxx Xxxxx Management, (“EVM”) as Co-Transfer Agent under the Transfer Agency and Services Agreement dated April 1, 2013, as amended herein (“Agreement”), will provide certain call center and transfer agency services set forth in the Call Center and Transfer Agency Services Amendment dated November 28, 2022 between the Non-Liquidity Funds and Xxxxxx Xxxxxxx Investment Management Inc. (“Call Center Services”). Call Center Services will be provided by the Co-Transfer Agent only to those Shareholders of the Non-Liquidity Funds that are, or will be, registered Shareholders of the Non-Liquidity Funds and any broker-dealers or other intermediaries acting on behalf of beneficial holders (“Non-Liquidity Fund Direct Investors”). The Parties agree that in connection with providing Call Center Services on behalf of the Non-Liquidity Funds, the Co-Transfer Agent will enter information into the TA2000 System to effect purchase orders, redemption requests, exchanges requests and transfers of Non-Liquidity Fund Direct Investors.
Unless otherwise agreed to by the Parties, including the Co-Transfer Agent, the Transfer Agent will provide all Services set forth in the Agreement, other than the Call Center Services, on behalf of the Non-Liquidity Funds, including with respect to the Shares and Shareholder accounts of the Non-Liquidity Fund Direct Investors.
Services provided by the Transfer Agent and Co-Transfer Agent with respect to Non-Liquidity Fund Direct Investors shall be in accordance with procedures (“Procedures”) that are established from time to time by agreement between the Transfer Agent and Co-Transfer Agent, in each case with such changes and deviations therefrom as have been or will be (or may from time to time be) agreed on by the two parties.
Non-Liquidity Funds:
Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
Xxxxxx Xxxxxxx Europe Opportunity Fund Inc.
Xxxxxx Xxxxxxx Global Fixed Income Opportunities Fund
Xxxxxx Xxxxxxx Insight Fund
Xxxxxx Xxxxxxx Institutional Fund Inc. – Active International Allocation Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Advantage Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – American Resilience Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Asia Opportunity Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Counterpoint Global Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Developing Opportunity Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Emerging Markets Leaders Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Emerging Markets Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Insight Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Concentrated Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Core Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Endurance Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Focus Real Estate Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Franchise Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Infrastructure Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Opportunity Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Permanence Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Real Estate Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Global Sustain Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Growth Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Inception Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – International Advantage Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – International Equity Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – International Opportunity Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – International Resilience Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Multi-Asset Real Return Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Next Gen Emerging Markets Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Permanence Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Sustainable Emerging Markets Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – US Core Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – U.S. Focus Real Estate Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – U.S. Real Estate Portfolio
Xxxxxx Xxxxxxx Institutional Fund Inc. – Vitality Portfolio
Xxxxxx Xxxxxxx Institutional Fund Trust – Core Plus Fixed Income Portfolio
Xxxxxx Xxxxxxx Institutional Fund Trust – Corporate Bond Portfolio
Xxxxxx Xxxxxxx Institutional Fund Trust – Discovery Portfolio
Xxxxxx Xxxxxxx Institutional Fund Trust – Dynamic Value Portfolio
Xxxxxx Xxxxxxx Institutional Fund Trust – Global Strategist Portfolio
Xxxxxx Xxxxxxx Institutional Fund Trust – High Yield Portfolio
Xxxxxx Xxxxxxx Mortgage Securities Trust
Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
Xxxxxx Xxxxxxx U.S. Government Money Market Trust
Xxxxxx Xxxxxxx U.S. Government Securities Trust
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Core Plus Fixed Income Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Discovery Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Emerging Markets Equity Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Emerging Markets Debt Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Global Franchise Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Global Infrastructure Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Global Real Estate Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Global Strategist Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – Growth Portfolio
Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. – U.S. Real Estate Portfolio
Xxxxxx Xxxxxxx Variable Investment Series – Income Plus Portfolio
SCHEDULE 3.1
FEES AND EXPENSES
Dated: November 28, 2022
General: Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which the account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall continue until such account is purged from the system. Account service fees are the higher of: open account charges plus closed account charges for the fund minimum. Fees shall only be payable upon completion of all acceptance testing and the commencement of provision of the Services.
Annual Account Service Fees1
| Open Account | ||
| Direct Account Fee | $9.00 per account | |
| Networked Account (NSCC Matrix III Accounts) | $1.90 per account | |
| Closed Accounts2 | $1.20 per account | |
| CUSIP Fee | $1,375.00 per CUSIP per year | |
| Complex Base Fee | $750,000.00 per year | |
| Reimbursement for Call Center Services Provided by EVM | ($117,000 per year) | |
| FIRMport (up to 25 user IDs) | $150,000.00 per year | |
| FIA Services set-up Fee3 | $150,000.00 one-time | |
| Services Specific to the Liquidity Funds | ||
| Telephone trade quality review | $5,000/monthly | |
| Third tier Business Continuity Planning | $3,000/monthly | |
| Compliance Services | ||
| Omnibus Transfer Fees | ||
| Omnibus Transparency Full Service Annual Base Fee | $150,000.00/Year | |
| Accountlet Fees | ||
| 1 – 2,000,000 accountlets | Included in Base fee | |
| 2,000,001 and above accountlets | $0.12/Accountlet/Year | |
| Investigation Fee | ||
| 1 – 50 Investigation/Month | Included in Base Fee |
1 Fees include charges for TA2000 VoiceTM, TA2000 Same-Day Cash Management, PowerSelect, FAN WebTM, Short Term Trader.
2 There will be no charge for maintaining closed (zero balance) accounts as long as the Fund complies with the Transfer Agent’s purge process.
3 This fee has already been paid as of the date hereof.
| 50+ Investigations/Month | $12.00/Investigation | |
| Client Requested Accountlet Purges | ||
| First Purge per Year | $195.00/Hour | |
| Compliance | $50,000.00 per year | |
| AML/CIP4 | $0.40 per account | |
| Suspicious Activity Monitoring for Networked Accounts | $0.25 per account | |
| Regulatory Compliance5 | $100.00 per CUSIP | |
| IRA Custodial Fees | Existing shareholder paid fees apply | |
| Additional Fees | ||
| Federal Manual Wire Charges | $8.00 per wire | |
| State Tax Reporting | $200.00 per CUSIP6 | |
| Escheatment | $7,500.00 annual base fee $250.00 per CUSIP $5.00 per escheated item | |
| Disaster Recovery | $0.20 per open account | |
| Lost Shareholder Search | $0.20 per search | |
| Lost Shareholder Tracking | $1.20 per account | |
| Microfiche | $24,000.00 per year | |
| On Request Reporting | $60.00 per report | |
| Returned Checks | $30.00 per check | |
| Transcripts | $25.00 per report | |
| Reimbursable Expenses | ||
| Postage | Billed as incurred | |
| Special Mailings | Billed as incurred | |
| NSCC processing and communications | Billed as incurred |
4 There is an additional charge of $0.05 per account for AML/CIP for foreign accounts.
5 There is an additional charge of $0.25 per account for Regulatory Compliance for foreign accounts.
6 Charge applies only to CUSIPs for which state tax reporting is performed.
| Offsite records storage | Billed as incurred | |
| Print/mail service (DSTO) | Billed as incurred | |
| Statements | Billed as incurred | |
| Telephone and fax lines | Billed as incurred | |
| Cost of Living | ||
| In accordance with Section 3.5 of the Agreement |
Billing for DST Systems, Inc. products
The following products (which are controlled by separate agreements between DST Systems, Inc. and Xxxxxx Xxxxxxx Services Company) will be billed by the Transfer Agent in accordance with the provisions of Section 3.2 of this Agreement. Fees under any other agreements between DST and Xxxxxx Xxxxxxx Services Company will be billed by DST directly.
FAN Mail Master
FAN Services (including Vision)
Purchase Processing
Universal Dealers
SalesConnect
PowerSelect
Billing for DST Output Fees
Fees for output will be the standard DST Output fees which have been provided to the Fund.
Programming Hours
| Up to 500 programming hours (these programming hours may be used by Fund affiliates) |
No Charge | |
| Programmer technical support in excess of 500 hours | $195.00 per hour |
| EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A | DST Asset Manager Solutions, Inc. | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: | |||
As an authorized Office on behalf of each of the Fund on Schedule A
