AMENDMENT TO THE TRANSFER AGENCY AGREEMENT
This Agreement, dated as of February 1, 1993, is made to the Transfer
Agency Agreement (the "Agreements") dated June 7, 1989 between each of the XXXXX
XXXXX HIGH YIELD MUNICIPALS TRUST (now Xxxxx Xxxxx Municipals Trust); XXXXX
XXXXX CALIFORNIA MUNICIPALS FUND (now Xxxxx Xxxxx Investment Trust); XXXXX XXXXX
LIQUID ASSETS TRUST; XXXXX XXXXX HIGH INCOME TRUST; XXXXX XXXXX NATURAL
RESOURCES TRUST; XXXXX XXXXX EQUITY-INCOME TRUST; THE EXCHANGE FUND OF BOSTON,
INC.; SECOND FIDUCIARY EXCHANGE FUND, INC.; FIDUCIARY EXCHANGE FUND, INC.;
DEPOSITORS FUND OF BOSTON, INC.; CAPITAL EXCHANGE FUND, INC.; XXXXX XXXXXXX
EXCHANGE FUND, L.P.; DIVERSIFICATION FUND, INC.; XXXXX XXXXX MUNICIPAL BOND FUND
L.P.; XXXXX XXXXX INVESTORS FUND, INC. (now Xxxxx Xxxxx Investors Fund); XXXXX
XXXXX GROWTH FUND, INC. (now Xxxxx Xxxxx Investors Fund); XXXXX XXXXX GROWTH
FUND, INC. (now Xxxxx Xxxxx Growth Trust); XXXXX XXXXX STOCK FUND; XXXXX XXXXX
TAX-FREE RESERVES; XXXXX XXXXX GOVERNMENT OBLIGATIONS TRUST; XXXXX XXXXX TOTAL
RETURN TRUST; XXXXX XXXXX INCOME FUND OF BOSTON, INC. (now Xxxxx Xxxxx Income
Fund of Boston); and dated November 2, 1992, between each of XXXXX XXXXX PRIME
RATE RESERVES and XXXXX XXXXX SHORT-TERM GLOBAL INCOME FUND, INC. (collectively,
the "Funds") and THE SHAREHOLDER SERVICES GROUP, INC. (the "Transfer Agent"),
being a successor in interest to Boston Safe Deposit and Trust Company.
The Funds and the Transfer Agent agree that the Agreements shall, as of
February 1, 1993, be amended as follows:
1. The Transfer Agent will maintain its registration as a transfer agent as
provided in Section 17A(c) of the Securities Act of 1934, as amended, (the "1934
Act") and shall comply with all applicable provisions of Section 17A of the 1934
Act and the rules promulgated thereunder, as may be amended from time to time,
including rules relating to record retention.
2. The references to "legal counsel" and "counsel" in Section 11(b) and 13
of the Agreement and the third paragraph of Section 7(a) of Schedule C of the
Agreement shall be limited to (a) outside legal counsel of the Fund in its
capacity as such, and (b) outside legal counsel of the Transfer Agent if such
counsel has been specifically authorized by an Authorized Person of the Fund to
render its opinion on the matter that has arisen.
3. Section 12 of the Agreement is amended by adding the following clause
after the word "supply": ", provided, however, that the Transfer Agent shall
have acted in accordance with its Disaster Recovery Plan attached hereto as
Schedule F, which Schedule may be amended from time to time by agreement of the
Trust and the Transfer Agent.
4. Section 13 of the Agreement is deleted in its entirety and replaced with
the following paragraphs:
(a) Each party shall fulfill its obligations hereunder by acting with
reasonable care and in good faith;
(b) The Fund will indemnify the Transfer Agent against and hold it
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from the bad faith or negligence of
the Transfer Agent, and arising out of, or in connection with, its duties
on behalf of the Trust hereunder. In addition, the Fund will indemnify the
Transfer Agent against and hold it harmless from any and all losses,
claims, damages, liabilities or expenses (including reasonable counsel fees
and expenses) resulting from any claim, demand action or suit as a result
of: (i) any action taken in accordance with Written or Oral Instructions,
or share certificates reasonable believed by the Transfer Agent to be
genuine and to be signed, countersigned or executed, or orally communicated
by an Authorized Person; (ii) any action taken in accordance with written
or oral advise reasonably believed by the Transfer Agent to have been given
by counsel for the Fund; or (iii) any action taken as a result of any error
or omission in any record which the Transfer Agent had no reasonable basis
to believe was inaccurate (including but not limited to magnetic tapes,
computer printouts, hard copies and microfilm copies) and was delivered, or
caused to be delivered, by the Fund to the Transfer Agent in connection
with this Agreement;
(c) The Transfer Agent will indemnify the Fund against and hold it
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from the bad faith or negligence of
the Fund, or arising out of, or in connection with, the Transfer Agent's
breach of this Agreement;
(d) In any case in which a party may be asked to indemnify or hold the
other party harmless, the indemnifying party shall be advised of all
pertinent facts concerning the situation in question and the party seeking
indemnification shall notify the indemnifying party promptly concerning any
situation which presents or appears likely to present a claim for
indemnification. The indemnifying party shall have the option to defend
against any claim which may be the subject of this indemnification and, in
the event that the indemnifying party so elects, such defense shall be
conducted by counsel chosen by the indemnifying party, and thereupon the
indemnifying party shall take over complete defense of the claim and the
party seeking indemnification shall sustain no further legal or other
expenses in such situation for which it seeks indemnification. The party
seeking indemnification will not confess any claim or make any compromise
in any case in which the indemnifying party will be asked to provide
indemnification, except with the indemnifying party's prior written
consent; and
(e) The obligations of the parties hereto under this Section shall
survive the termination of this Agreement.
5. The second paragraph of Section 7(a) of Schedule C of the Agreement is
amended by deleting the second sentence, and the third paragraph of such Section
7(a) of Schedule C is amended by deleting the first sentence.
6. Section 14 of each Agreement is deleted in its entirety and replaced
with the following paragraphs:
(a) Either party may terminate this Agreement without cause on or
after January 31, 1998 by giving 180 days written notice to the other
party;
(b) Either party may terminate this Agreement if the other party has
materially breached the Agreement by giving the defaulting party 30 days
written notice and the defaulting party has failed to cure the breach
within 60 days thereafter; and
(c) Any written notice of termination shall specify the date of
termination. The Fund shall provide notice of the successor transfer agent
within 30 days of the termination date. Upon termination, the Transfer
Agent will deliver to such successor a certified list of shareholders of
the Fund (with names, addresses and taxpayer identification of Social
Security numbers and such other federal tax information as the Transfer
Agent may be required to maintain), an historical record of the account of
each shareholder and the status thereof, and all other relevant books,
records, correspondence, and other data established or maintained by the
books, records, correspondence, and other data established or maintained by
the Transfer Agent under this Agreement in the form reasonably acceptable
to the Fund, and will cooperate in the transfer of such duties and
responsibilities, including provisions for assistance from the Transfer
Agent's personnel in the establishment of books, records and other data by
such successor or successors. The Transfer Agent shall be entitled to its
out-of-pocket expenses set forth in Schedule B incurred in the delivery of
such records net of the fees owed to the Transfer Agent for the last month
of service if this Agreement is terminated pursuant to paragraph (b)
immediately above.
7. The following paragraph is added to Section 15 of the Agreement:
The Fund and the Transfer Agent agree to renegotiate the terms of this
Agreement if an independent party acceptable to both parties, after
notice to and a hearing with both Fund management and representatives
of the Transfer Agent, determines that the performance of the Transfer
Agent has been adverse to the interests of the Fund shareholders and
if such negotiations do not result in a mutually acceptable amendment
then the Fund may terminate this Agreement on 60 days written notice.
8. The following sentence shall be added at the end of Section 17 of the
Agreements:
Notwithstanding the foregoing, any reference to the Transfer Agent
shall include a statement to the effect that it is a wholly owned
subsidiary of First Data Corporation.
9. The name and address of the transfer agent in Section 21(a) of the
Agreements shall be deleted and replaced with the following:
The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, President
with a copy to TSSG Counsel
10. Section 21(b) of the Agreements shall be deleted in its entirety and
replaced with the following:
(b) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that any assignment of this Agreement to an entity shall
require the written consent of the other party.
11. The following paragraphs shall be added to Schedule A of the
Agreements:
For all funds serviced by Xxxxx Xxxxx Management for which the
Transfer Agent commences service as transfer agent after February 1,
1993 (the "New Funds"), the Transfer Agent shall waive per account
fees for the initial 90 days of service. After the initial 90 days,
New Funds that impose a 12b-1 Trail Commission or service fee shall
pay the Transfer Agent a monthly fee based on month-end net assets at
an annual rate of 8 basis points. After the initial 90 days, New funds
that do not impose a 12b-1 Trail Commission or service fee shall pay
the Transfer Agent a monthly fee based on month-end net assets at an
annual rate of 7 basis points.
If a New Fund's net assets exceed $250 million for a calendar month,
the fees due the Transfer Agent for that month shall be reduced by
one-twelfth of one basis point, for those assets in excess on that
breakpoint.
If a New Fund's net assets exceed $500 million for a calendar month,
the fees due the Transfer Agent for that month shall be reduced by
one-twelfth of two basis points, for those assets in excess of that
breakpoint. If a New Fund's net assets exceed $750 million for a
calendar month, the fees due the Transfer Agent for that month shall
be reduced by one-twelfth of three basis points, for those assets in
excess of that breakpoint. If a New Fund's net assets exceed $1
billion for a calendar month, the fees due the Transfer Agent for that
month shall be reduced by one-twelfth of four basis points, for those
assets in excess of that breakpoint. In addition to these breakpoints,
if Xxxxx Xxxxx National Municipals Trust's net assets exceed $1.5
Billion for a calendar month, the fees due the Transfer Agent for the
month shall be reduced by one-twelfth of four basis points, for those
assets in excess of that breakpoint. If Xxxxx Xxxxx National
Municipals Trust's net assets exceed $2 Billion for a calendar month,
the fees due the Transfer Agent for the month shall be reduced by
one-twelfth of three basis points, for those assets in excess of that
breakpoint. No other breakpoints in fees shall apply.
12. Schedule B of the Transfer Agency Agreements is deleted and replaced by
Schedule B attached hereto.
13. Schedule E, attached hereto, will be added to the Agreements.
14. This Amendment contains the entire understanding among the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this amendment modifies or is otherwise inconsistent with any
provision of the Agreement and related agreements, this Amendment shall control,
but the Agreement and all related documents shall otherwise remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
XXXXX XXXXX MUNICIPALS TRUST
XXXXX XXXXX INVESTMENT TRUST
XXXXX XXXXX LIQUID ASSETS TRUST
XXXXX XXXXX HIGH INCOME TRUST
XXXXX XXXXX NATURAL RESOURCES TRUST
XXXXX XXXXX EQUITY-INCOME TRUST
THE EXCHANGE FUND OF BOSTON, INC.
SECOND FIDUCIARY EXCHANGE FUND, INC.
FIDUCIARY EXCHANGE FUND, INC.
DEPOSITORS FUND OF BOSTON, INC.
CAPITAL EXCHANGE FUND, INC.
XXXXX XXXXXXX EXCHANGE FUND, L.P.
DIVERSIFICATION FUND, INC.
XXXXX XXXXX MUNICIPAL BOND FUND L.P.
XXXXX XXXXX INVESTORS FUND
XXXXX XXXXX GROWTH TRUST
XXXXX XXXXX STOCK FUND
XXXXX XXXXX SPECIAL INVESTMENT TRUST
XXXXX XXXXX CASH MANAGEMENT FUND
XXXXX XXXXX TAX FREE RESERVES
XXXXX XXXXX GOVERNMENT OBLIGATIONS TRUST
XXXXX XXXXX TOTAL RETURN TRUST
XXXXX XXXXX INCOME FUND OF BOSTON
XXXXX XXXXX PRIME RATE RESERVES
XXXXX XXXXX SHORT-TERM GLOBAL INCOME FUND, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Title: V.P. Xxxxx Xxxxx Management
/s/ Xxxxx X. X'Xxxxxx Treasurer
----------------------------------
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Title: EVP-COO
B-1
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Stock costs, including certificates, envelopes, checks,
stationery, confirmations and statements
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct
pass through to the Fund
- Due diligence mailings
- Telephone and telecommunications costs, including all lease,
maintenance and line costs
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment and
any expenses incurred in connection with such terminals and lines
as pre-approved by the Fund
- Duplicating services, as pre-approved by the Fund
- Courier services
- Banking charges, including without limitation incoming @ $6.00
and outgoing wire charges @ $8.00 per wire
- Federal Reserve charges for check clearance
- Record retention, retrieval and destruction costs, including, but
not limited to exit fees charged by third party record keeping
vendors
- The Transfer Agent shall provide the Funds with an aggregate
credit of 1,000 system programming hours at no cost during each
calendar year.
- Certificate Insurance
The Fund agrees that postage and mailing expenses will be paid on the day
of or prior to mailing. In addition, the Fund will promptly reimburse the
Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent
whenever the Fund and the Transfer Agent mutually agree that such expenses are
not otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
E-1
Schedule E
Transfer Agent Performance Standards
1. SCOPE
The Transfer Agent agrees to meet or exceed the processing standards set forth
in this schedule for those items received by the Transfer Agent in the proper
condition, form and order to permit the Transfer Agent to process the item
within the requirements of this Agreement.
"Turnaround", for the purposes of the Schedule, shall be tracked by the Transfer
Agent and shall consist of the date the Transfer Agent receives the item in good
order ("R") and such additional business days (e.g. R=1, R=2) as designated. For
the purpose of this Schedule, "business days" shall be the calendar days on
which the New York Stock Exchange is opened and such other days as agreed to in
writing by the Transfer Agent and the Fund. The Transfer Agent shall track the
processing of items on a calendar month basis and shall report to the Fund the
percentage of the total number of items received and the percentage of items
that were processed within the specific Turnaround period by the 20th of the
following month.
The Transfer Agent shall also track the number of Funds shareholders who contact
the Transfer Agent to complain that their transactions were not processed
correctly. The Transfer Agent shall report to the Funds, on a monthly basis, no
later than the 20th of the following month, the transactions and the total
number of shareholder complaints received by the Transfer Agent from Funds
shareholders, which arose solely from processing errors by the Transfer Agent.
With respect to these turnaround and error standards, the Transfer Agent shall
be responsible for its own conduct only and shall not be held responsible for
delays and other problems arising from the actions or omissions of the Fund,
other agents of the Fund or third parties not affiliated with the Transfer
Agent. In addition, the Fund agrees that these performance standards shall be
waived for any calendar month in which the processing exceeds by more than 20%
the average monthly number of items received by the Transfer Agent during the
six month period prior to that calendar month.
2. CORRECTIVE ACTION
If performance standards are not met for any type of transaction for a given
monthly period, the Transfer Agent shall report to the Fund by the 20th of the
following month the reason for the deficiency and the corrective action being
taken by the Transfer Agent.
The Fund may terminate this Agreement if either: (i) One quarter or more of the
performance standards listed in this Schedule are not met by the Transfer Agent
for four consecutive months, or (ii) any one performance standard is not met by
the Transfer Agent for any six months during a 12 month period. Unless the Fund
provides the Transfer Agent with notice of the Fund's intent to exercise this
option within 60 days of the occurrence, the Fund shall have waived its option
to terminate under this provision. Termination is not the sole remedy of the
Fund for failure to meet the performance standards.
3. PERFORMANCE STANDARDS
The Transfer Agent will use a statistical sampling defined below as a percentage
of transactions processed through the transaction processing and quality control
units of the Transfer Agent providing services to the Fund and will track and
report to the Fund on the accuracy of the transactions processed. Examining the
sampling against predetermined Transfer Agent criteria for accuracy, the
Transfer Agent will provide an accuracy rate as represented by "percent",
measured to the last Friday of each month from the last Friday of the previous
month. The Fund reserves the right to inspect, or have a third party inspect,
the Quality Assurance procedures and documentation and all documents reviewed
and considered in determining the accuracy of processing.
I. Transaction Processing
Turnaround QA Statistical Accuracy
R R+1-R+7 Sampling % Standard
--------- ---------- --------
A1. New Accounts 15%
- Purchases R 98%
- Exchanges R 98%
- Transfer R+3 98%
B. Purchases 5%
- Directs (Money Market Funds) R+1 98%
- Directs (All Other Funds R 98%
- Wire Orders (Placement) R 98%
- Wire Orders (Settlement) R+1 98%
C. Redemptions 10%
- Direct R 98%
- Wire Orders R 98%
D. Exchanges R 5-10% 98%
E. Transfers R+3 10% 98%
F. Adjustments 10%
- Priority R+1 98%
- Non-Priority R+4 98%
- OCF Cancel/Rebill R+1 98%
II. Shareholder Services
Turnaround QA Statistical Accuracy
R R+1-R+7 Sampling % Standard
--------- ---------- --------
A. Research 5%
- Priority R+2 95%
- Non-Priority R+4 95%
- Transcripts R+9 95%
B. Telephone Responsiveness R 2% 98%
(excluding calls abandoned
within 20 seconds)
C. Correspondence 10%
- Priority (Financial) R+3 98%
- Non Priority (Other) R+5 98%
III. Administration
Turnaround QA Statistical Accuracy
R R+1-R+7 sampling % Standard
--------- ---------- --------
A. Duplicate Confirmation R+2 2% 98%
Mailed
B. Certificates Mailed R+3 10% 98%
C. Daily Checks Mailed R+1 5% 98%
(includes redemptions, SWP's
and replacements)
D. Periodic Checks Mailed R+2 Client 98%
Specific
Sampling
IV. Data Center Services
A. Response Time
An average of 98% of all CICS entries on Business Days from 8:00 p.m. EST
("Business Hours") during a calendar month will have a response time of three
(3) seconds or less.
An average of 98% of all CICS entries during Business hours in a calendar month
will have a response item of five (5) seconds or less.
B. On-Line Systems Availability
The On-Line System will be available for inquiry and data entry at least 96% of
the time during Business Day and from 8:00 a.m. to 8:00 p.m. EST (Business
Hours), measured on a calendar month basis.
V. Quality Assurance
TSSG will use a statistical sampling defined categorically in Section I-III of
transaction processed through the transaction processing and the quality control
units of TSSG providing services to the Funds and will track and report to the
Funds on the accuracy of the transaction processed. Examining the sampling
against pre-determined TSSG criteria for accuracy, TSSG will provide a 98%
accuracy rate, measured monthly by their independent Quality Assurance
Department and reported to the Fund by the 20th of the following month.
