Exhibit h-2
SHAREHOLDER ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made and entered into between each of the investment companies
listed in Schedule A hereto (each, a "Fund" and collectively, the "Funds") and
Xxxxx Shareholder Services, Inc. as the same may be amended by the parties from
time to time.
WHEREAS, effective November 22, 0000, Xxxxx Xxxxxx Bank and Trust Company
("State Street") is the transfer agent for each Fund pursuant to the Transfer
Agency and Service Agreement dated November 22, 2004 between State Street and
each Fund (the "Transfer Agent Agreement");
WHEREAS, transfer agent services will be provided to the Funds other than Castle
Convertible Fund, Inc. by State Street's affiliate, Boston Financial Data
Services, Inc. and by EquiServe or its successor for Castle Convertible Fund,
Inc.; and
WHEREAS, each Fund desires that Xxxxx Shareholder Services, Inc., the former
transfer agent for each Fund, will supervise certain aspects of the Fund's
transfer agent operations under the Transfer Agency and Service Agreement with
State Street and provide certain shareholder administrative services to the
Funds, other than as provided by Xxxx Xxxxx Management, Inc. under its
investment advisory agreement(s) with the respective Fund; and
WHEREAS the Boards of the Funds have each made the following findings at a
meeting held on December 7, 2004:
A. The administrative services to be performed by Xxxxx Shareholder
Services, Inc. under this Agreement are required for the operation
of the Fund;
B. The administrative services to be performed by Xxxxx Shareholder
Services, Inc. under this Agreement are in the best interests of
the Fund and its shareholders;
C. The administrative services to be performed by Xxxxx Shareholder
Services, Inc. under this Agreement are at least equal in quality
to those provided by other service organizations offering the same
or similar services; and
D. The fees charged by Xxxxx Shareholder Services, Inc. for the
administrative services to be performed are fair and reasonable in
light of the usual and customary charges made by other service
organizations for services of the same nature and quality;
NOW, THEREFORE, in consideration of the foregoing and the terms and conditions
set forth below, the parties agree as follows:
1. Each Fund hereby appoints Xxxxx Shareholder Services, Inc. to provide the
shareholder administrative services to the Fund as described in paragraph
2. Xxxxx Shareholder Services, Inc. accepts such appointment and agrees
to furnish the services in return for the compensation described in
paragraph 3.
2. Xxxxx Shareholder Services, Inc. hereby undertakes to provide the
following shareholder administrative services for the Funds:
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(a) Monitor service level standards and participate in continuous
improvement sessions;
(b) Provide on-going information and training to State Street
regarding Xxxx Xxxxx Management, Inc.'s new products,
modifications, and initiatives as they relate to the Funds;
(c) Periodically monitor State Street's phone representatives to
ensure high quality service standards and product knowledge;
(d) Review and implement jointly with State Street new system
functionality;
(e) Recommend, review and approve any procedural changes necessary to
meet regulatory changes, to improve shareholder servicing, or to
maintain competitive edge within the shareholder servicing
industry;
(f) Facilitate responses to information requests from regulatory
bodies, trustees, or other internal departments;
(g) Provide problem resolution and approval for exception processing;
(h) Coordinate delivery of trade confirmations, statements,
prospectuses, annual/semi-annual reports and similar documents
with Boston Financial Data Services, Inc. ("BFDS"), PFPC, ADP, and
Xxxx Xxxxx Management, Inc.'s marketing department;
(i) Confirm transfer agent regulatory compliance, including compliance
with the USA Patriot Act of 2001, per oversight of State Street's
performance under the Transfer Agency and Service Agreement;
(j) Review and approve payment of transfer agency invoices; and
(k) Ensure all reporting requirements are met under the Transfer
Agency and Service Agreement, including standard reports and
ad-hoc report requests.
3. For the services provided by Xxxxx Shareholder Services, Inc. under this
Agreement, effective February 28, 2005, each Fund will pay Xxxxx
Shareholder Services, Inc. the following fee per account, plus
out-of-pocket expenses incurred by Xxxxx Shareholder Services, Inc. in
performing its responsibilities under this Agreement, within 10 days of
the first day of each month:
$3.75 per account
4. This Agreement shall be governed by the laws of the State of New York.
5. This Agreement shall be effective for an initial period of not more than
one year from its effective date and shall continue in full force and
effect with respect to a Fund continuously thereafter if its continuance
is approved annually by the Board of the Fund. The effective date of this
Agreement shall be February 28, 2005. This Agreement may be terminated
with respect to a Fund by Xxxxx Shareholder Services, Inc. or the Fund at
any time upon sixty (60) days' prior written notice.
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6. STANDARD OF CARE. Xxxxx Shareholder Services, Inc. shall exercise its
best judgment in rendering the services listed in paragraph 2., above.
Xxxxx Shareholder Services shall not be liable for any error of judgment
or mistake of law or for any loss suffered by a Fund in connection with
matters to which this Agreement relates, provided that nothing herein
shall protect or purport to protect Xxxxx Shareholder Services, Inc.
against any liability to the Fund or its shareholders to which Xxxxx
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or by
reason of Xxxxx'x reckless disregard of its obligations and duties under
this Agreement.
7. MODIFICATION. This Agreement may be modified or amended, and the terms of
this Agreement may be waived, only by a writing signed by each of the
parties.
8. LIMITATION OF LIABLITY. This Agreement has been executed on behalf of the
respective Fund by the undersigned officer of the Fund in his capacity as
an officer of the Fund. The obligations of this Agreement shall be
binding on the assets and property of the respective Fund, only, and
shall not be binding on any Trustee or Director, officer or shareholder
of the Fund individually.
XXXXX SHAREHOLDER SERVICES, INC. THE ALGER AMERICAN FUND
By: /s/ Xxxx X. Palais By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxx X. Palais Name: Xxxxxxxxx X. Xxxx
Title: Senior Vice President Title: Treasurer
Attest: /s/ Xxxxxxxxx X. Xxxx Attest /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx
THE XXXXX INSTITUTIONAL FUNDS
By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
Title: Treasurer
Attest: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
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SPECTRA FUND
By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
Title: Treasurer
Attest: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
THE CHINA-U.S. GROWTH FUND
By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
Title: Treasurer
Attest: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
CASTLE CONVERTIBLE FUND, INC.
By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
Title: Treasurer
Attest: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
THE XXXXX FUNDS
By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
Title: Treasurer
Attest: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
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EXHIBIT A
Castle Convertible Fund, Inc.
Spectra Fund
The Xxxxx American Fund
The Xxxxx Funds
The Alger Institutional Funds
The China-U.S. Growth Fund
