SHAREHOLDER SUB-ACCOUNTING SERVICES AGREEMENT
Agreement made as of the 1st day of May, 1991 by and between (i) each
of the investment companies listed (collectively the "Xxxxxxxxx Funds"), as such
Schedule may be amended from time to time; (ii) Xxxxxxxxx Funds Trust Company
("Xxxxxxxxx Funds Trust Company"); (iii) Financial Data Service, Inc. ("FDS"), a
New Jersey corporation; and (iv) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("MLPF&S"), a Delaware corporation.
WITNESSETH:
WHEREAS, the Xxxxxxxxx Funds are investment companies registered under
the Investment Company Act of 1940, as amended (the"Act"); and
WHEREAS, Xxxxxxxxx Funds Trust Company, is the transfer agent, dividend
disbursing agent and shareholder servicing agent for the Xxxxxxxxx Funds; and
WHEREAS, Xxxxxxxxx Funds and Xxxxxxxxx Funds Trust Company have entered
into a separate agreement pursuant to which Xxxxxxxxx Funds Trust Company agreed
to arrange for the performance of certain administrative services for
shareholders of the Xxxxxxxxx Funds who maintain shares of any of such Funds in
a brokerage account with MLPF&S, a broker-dealer affiliated with FDS; and
WHEREAS, Xxxxxxxxx Funds Trust Company desires to retain MLPF&S to
perform such services and MLPF&S is willing and able to furnish such services on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agree, as follows:
1. MLPF&S agrees to perform the administrative services and functions
specified in Exhibit A hereto (the "Services") for the benefit of the
shareholders of the Xxxxxxxxx Funds who maintain shares of any of such Funds in
brokerage accounts with MLPF&S and whose shares are included in the master
account referred to in paragraph 1 of Exhibit A (collectively, the "MLPF&S
customers").
2. MLPF&S agrees that it will maintain and preserve all records as
required by law to be maintained and preserved in connection with providing the
services, and will other wise comply with all law, rules and regulations
applicable to the services. Upon the request of Xxxxxxxxx Funds Trust Company,
MLPF&S shall provide copies of all the historical records relating to
transactions involving any Xxxxxxxxx Fund and MLPF&S customers, written
communication regarding that Fund to or from such customers and other materials,
in each case as xxx reasonably be requested to enable any of the Funds or its
representatives, including without limitation its auditors, investment adviser,
Xxxxxxxxx Funds Trust Company or successor transfer agent or distributor, to
monitor and
review the Services, or to comply with any request of the board of directors,
trustees or general partners (collectively, the "Directors") of Xxxxxxxxx Funds
or of a governmental body, self-regulatory organization or a shareholder. MLPF&S
agrees that it will permit Xxxxxxxxx Funds Trust Company, and any Xxxxxxxxx Fund
or their representatives to have reasonable access to its personnel and records
in order to facilitate the monitoring of the quality of the services. It is
understood that notwithstanding anything herein to the contrary, neither FDS nor
MLPF&S shall be required to provide the names and addresses of MLPF&S customers
to Xxxxxxxxx Funds Trust Company, any Xxxxxxxxx Fund of their representatives,
unless applicable laws otherwise require.
3. MLPF&S may contract with or establish relationships with
FDS or other parties for the provision of services or activities of
MLPF&S required by the Agreement.
4. Each of MLPF&S and FDS hereby agrees to notify promptly Xxxxxxxxx
Funds Trust Company if for any reason either of them is unable to perform fully
and promptly any of its obligations under this Agreement.
5. Each of MLPF&S and FDS hereby represent that neither of them now
owns or holds with power to vote any shares of the Xxxxxxxxx Funds which are
registered in the name of MLPF&S or the name of its nominee and which are
maintained in MLPF&S brokerage accounts.
6. The provisions of the Agreement shall in no way limit the authority
of Xxxxxxxxx Funds Trust Company or any Xxxxxxxxx Fund to take such action as it
may deem appropriate or advisable in connection with all matters relating to the
operations of such Fund and/or sale of its shares.
7. In consideration of the performance of the services by MLPF&S and
FDS, hereunder, each Xxxxxxxxx Fund severally agrees to compensate FDS at the
rate of $6.00 annually per shareholder account which rate may change pursuant to
a written amendment to this Agreement executed by and amount the parties hereto.
Payment shall be made monthly based upon the number of shareholders of a Fund
who hold shares of such Fund in a MLPF&S brokerage account for any part of the
subject month. MLPF&S agrees that, notwithstanding anything herein to the
contrary, it will not request any increase in its compensation hereunder prior
to May 3, 1993. In the event MLPF&S or FDS as it's agent where to mail any such
Fund's proxy materials, reports, prospectuses and other information to
shareholders of any Xxxxxxxxx Fund who are Xxxxxxx Xxxxx customers pursuant to
paragraph 4 of Exhibit A, Xxxxxxxxx Funds Trust Company or any such Xxxxxxxxx
Funds agrees to reimburse MLPF&S or FDS, as the case by be, for postage,
handling fees and reasonable costs of supplies used by it in such mailings in an
amount to be determined in accordance with the rates set forth in Rule 451.90 of
the New York Stock Exchange, Inc.
The accuracy of the account charges and the expenses for postage, handling fees
and reasonable costs of suppliers billed pursuant to this paragraph shall be
certified once each year by independent public accountants of MLPF&S as of a
month selected by Xxxxxxxxx Funds Trust Company, such certification to be at the
expense of MLPF&S.
8. FDS shall indemnify and hold harmless each Xxxxxxxxx Fund and
Xxxxxxxxx Funds Trust Company, from and against any all losses or liabilities
that any one or more of them may incur, including without limitation reasonable
attorneys' fees, expenses and cost, arising out of or related to the performance
or non-performance of MLPF&S or FDS or its responsibilities under this
Agreement, EXCLUDING, HOWEVER, any such claims, suits, loss, damage or cost
caused by, contributed to or arising from any noncompliance by Xxxxxxxxx Funds
Trust Company or any of the Xxxxxxxxx Funds with its obligations under this
Agreement, as to which Xxxxxxxxx Funds Trust Company and the Xxxxxxxxx Funds
shall indemnify, hold harmless and defend FDS and MLPF&S on the same basis as
set forth above.
9. This Agreement may be terminated at any time by each of MLPF&S, FDS
and Xxxxxxxxx Funds Trust Company or by any Xxxxxxxxx Fund as to itself upon 30
days written notice to FDS. This Agreement may also be terminated at any time
without penalty upon 30 days written notice to FDS that a majority of the
Directors of any Xxxxxxxxx Fund have determined to terminate its agreement(s)
with Xxxxxxxxx Funds Trust Company pertaining to the service hereunder. The
provisions of paragraph 2 and 8 shall continue in full force and effect after
the termination of this Agreement. Notwithstanding the foregoing, this Agreement
shall require MLPF&S to preserve any records relating to this Agreement beyond
the time period otherwise required by the laws to which MLPF&S is subject.
10. Any other Xxxxxxxxx Fund for which Xxxxxxxxx Funds Trust Company
serves as transfer agent may become a party to this Agreement by giving written
notice to MLPF&S or FDS that it has elected to become a party hereto and by
having this Agreement executed on its behalf.
11. Each of MLPF&S and FDS understand and agree that the obligations of
the Xxxxxxxxx Funds under this Agreement are not binding upon any shareholder of
any of the Funds personally, but bind only each Fund and each Fund's property;
each of MLPF&S and FDS represents that it has notice of the provisions of the
Declaration of trust of each of the Xxxxxxxxx Funds disclaiming shareholder
liability for acts or obligations of the Fund.
12. It is understood and agreed that in performing the services under
this Agreement, neither MLPF&S nor FDS shall be acting as an agent for any of
the Xxxxxxxxx Funds.
IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX LYNCH, PIERCE, XXXXXX FINANCIAL DATA SERVICES, INC.
& XXXXX INC.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXXX X. XXXX
Print Name: Xxxxx X. Xxxxx Print Name: Xxxxxx X. Xxxx
Title: Sr. Vice President Title: President
Xxxxxxxxx Funds Trust Company Xxxxxxxxx Income
Xxxxxxxxx Growth Fund, Inc.
Xxxxxxxxx Smaller Companies
Growth Fund
Xxxxxxxxx Foreign Fund
Xxxxxxxxx World Fund
Xxxxxxxxx Real Estate Securities
Fund
Xxxxxxxxx Global Opportunities
Trust
Xxxxxxxxx Tax Free Insured Fund
Xxxxxxxxx Value Fund, Inc.
Xxxxxxxxx American Trust, Inc.
By: /s/XXX XXXXXXXX By: /s/ XXX XXXXXXXX
Print Name: Xxx Xxxxxxxx Print Name: Xxx Xxxxxxxx
Title: President Title: Vice President
EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, MLPF&S shall
perform the following services:
1. Maintain separate records for each shareholder of any of the
Xxxxxxxxx Funds who hold shares of a Fund in a brokerage account with MLPF&S
("MLPF&S customers"), which records shall reflect shares purchased and redeemed
and share balances. MLPF&S customers and such account shall be in the name of
MLPF&S or its nominee as the record owner of the shares owned by such customers.
2. Disburse or credit to MLPF&S customers all proceeds of
redemptions of shares of the Funds and all dividends and other
distributions not reinvested in shares of the Funds.
3. Prepare and transmit to MLPF&S customers periodic account statements
showing the total number of shares owned by the customer as of the statement
closing date, purchases and redemptions of Xxxxxxxxx Fund shares by the customer
during the period covered by the statement and the dividends and other
distributions paid to the customer during the statement period (whether paid in
cash or reinvested in Fund shares).
4. Transmit to MLPF&S customers proxy materials and reports and other
information received by MLPF&S from any of the Xxxxxxxxx Funds and required to
be sent to shareholder under the federal securities laws, and, upon request of
the Fund's transfer agent transmit to MLPF&S customers material fund
communications deemed by the fund, through its Board of Directors or other
similar governing body, to be necessary and proper for receipt by all Fund
beneficial shareholders.
5. Transmit to the Fund's transfer agent purchase and redemption orders
on behalf of Xxxxxxx Xxxxx customers in accordance with the commission schedule
(front and rear end) in the Fund's then current prospectus.
6. Provide to Xxxxxxxxx Funds Trust Company, or the Funds, or any of
the agents designated by any of them, such periodic reports as Xxxxxxxxx Funds
Trust Company shall reasonably conclude is necessary to enable any of the
Xxxxxxxxx Funds and its distributor to comply with State Blue Sky requirements.
7. Prepare and transit to MLPF&S customers annually all tax information
reports or statements required to be furnished to shareholders of the Xxxxxxxxx
Funds with respect to their Fund shares by the Internal Revenue Code and the
Regulations promulgated thereunder.
